General terms and conditions

General Terms and Conditions of Cogundi Version 1.1 | date 20-10-2026 Article 1. Definitions 1.1. In these general terms and conditions, the following terms have the meanings set out below: a. Cogundi: the natural person referred to above who operates a sole proprietorship under the trade name Cogundi. b. Customer: the natural person acting in the course of a profession or business, or the legal entity, entering into an Agreement with Cogundi for business purposes. c. Parties: Cogundi and the Customer jointly. d. Products and services: the digital products and activities offered by Cogundi, including collecting, analysing and structuring business information, producing Digital output and providing agreed recommendations, as further described in the Offer. e. Offer: the offer, product or service description, quotation, product specification and product-specific terms expressly declared applicable therein for the order concerned, made available to the Customer before conclusion of the Agreement. f. Agreement: the agreement concluded between Cogundi and the Customer, consisting of the accepted Offer, agreed product specifications, product terms declared applicable thereto, any deviations expressly agreed in Writing and these general terms and conditions, subject to the order of precedence in Article 2. g. Customer information: all data, texts, files, images, statements, claims, business information, instructions and other materials provided, designated, confirmed, corrected or expressly approved by or on behalf of the Customer for use in performing the Agreement. Information independently collected by Cogundi from public sources is not deemed confirmed or approved by the Customer solely through registration, payment or the existence of a customer relationship. h. Digital output: files, datasets, structures, business profiles, configurations, reports, texts and other digital results produced or supplied under the Agreement. i. AI systems: systems, models, assistants, agents, search services and comparable applications using artificial intelligence. j. Third parties: persons or organisations other than the Parties, including AI system providers, hosting providers, platform operators, technical service providers and engaged contractors. k. In Writing: on paper or electronically, provided the content can be stored and consulted later and the sender can be sufficiently established. l. Defect: a deviation of the Digital output supplied or activities performed from what was agreed, including requirements arising from applicable law and the nature of the agreed performance. The mere absence of a result excluded in Article 9 does not in itself constitute a Defect. m. Working day: Monday to Friday, excluding generally recognised public holidays in the Netherlands. 1.2. Terms may be used in the singular or plural without changing their meaning. 1.3. Establishing that a Defect exists does not automatically mean that it is attributable to Cogundi or that a right to damages exists. Those questions are assessed separately under the Agreement and applicable law. 1.4. Terms relating exclusively to a particular product or service are defined in the applicable product terms or product specification. Such terms apply only within the product or service context described therein, unless expressly provided otherwise. Article 2. Applicability and order of precedence 2.1. These general terms and conditions apply to all Offers and Agreements for which their applicability has been agreed. 2.2. Cogundi serves business customers exclusively. The Customer declares that it enters into the Agreement for purposes connected with the exercise of a profession or business. Cogundi may request business details and other reasonable supporting evidence. 2.3. The declaration in paragraph 2 does not restrict rights arising under mandatory law where the Customer’s actual capacity or the circumstances of the Agreement prove otherwise. 2.4. Applicability of the Customer’s general terms, purchasing terms and other standard terms is expressly rejected unless Cogundi separately accepts them in Writing. A reference to them in a purchase order, supplier portal or other document does not constitute acceptance by Cogundi. 2.5. Deviations from these terms are expressly agreed in Writing. This does not affect legal consequences arising under applicable law from statements, conduct or other circumstances. 2.6. In the event of a specific conflict between documents forming part of the Agreement, the following order of precedence applies solely to the subject of that conflict: a. a deviation expressly agreed in Writing for the Agreement concerned; b. the Offer and the product specifications included therein; c. the applicable product-specific terms; d. these general terms and conditions. A subsequent amendment expressly agreed in Writing prevails over the earlier arrangement it replaces. Insofar as documents supplement one another without conflict, they remain applicable alongside one another. 2.7. The privacy statement informs data subjects about processing of personal data and does not constitute a contractual extension of the agreed performance, an independent publication instruction, general consent or a source of additional contractual rights for the Customer, except insofar as a commitment therein is binding under mandatory law or an express Written agreement. If Cogundi processes personal data on behalf of the Customer as a processor, an agreed data processing agreement prevails over the other contractual documents solely insofar as the conflict concerns that processing. The general liability provisions continue to apply unless the data processing agreement expressly provides otherwise. Mandatory rights of data subjects remain unaffected. 2.8. Cogundi makes the applicable terms available before conclusion of the Agreement in a form permitting storage and subsequent consultation. For online orders, agreement to their applicability is recorded through an affirmative act. 2.9. Confirmation of the Agreement includes the agreed terms as an attachment or integral part and states the version number. A reference solely to an amendable webpage does not replace this. 2.10. Applicability to an earlier Agreement does not mean that a new version automatically applies to a subsequent Agreement. The applicable version is established for each new Agreement. 2.11. Product-specific processes, functionalities, profile stages, approval acts, publication acts, retention periods and other performance details are governed exclusively by the Offer, applicable product specification, applicable product terms and, insofar as personal data are concerned, the privacy statement. Their non-repetition in these general terms does not extend or restrict the product-specific arrangements. 2.12. Independently listing a business in a public Cogundi index, visiting the website or viewing a business profile does not in itself create an Agreement. A business does not thereby automatically become a Customer and is not bound by these general terms solely through that listing. Information independently collected and published by Cogundi is subject to the statutory obligations applicable to Cogundi. Article 3. Offer and formation 3.1. The Offer states the essential characteristics of the Products and services, the price, the method of delivery or performance and relevant restrictions and conditions. 3.2. The Offer describes at least: a. which Digital output and activities are included; b. the agreed application and relevant technical assumptions; c. the delivery method, language and file formats, where applicable; d. whether an advisory call, implementation, publication or support is included; e. any checking or approval rounds; f. the relevant schedule and any temporary download period; g. special usage restrictions or dependencies on Third parties. h. whether periodic measurements, reports or email updates are included, stating their commencement, duration and frequency; i. whether a contractual cancellation or refund arrangement applies and which act or event ends that possibility. 3.3. An Offer remains valid for the period stated therein. If no validity period is stated, Cogundi may withdraw the Offer until acceptance, insofar as permitted by law. 3.4. The Agreement is formed by acceptance of a sufficiently definite Offer. For an online order, acceptance occurs by completing the indicated ordering process, unless it is clearly stated before ordering that separate acceptance by Cogundi is required. 3.5. Where separate acceptance is required, the Agreement is formed when Cogundi accepts the order. An automated acknowledgement constitutes acceptance only where this follows from its content. Payments received for an unaccepted order are refunded without undue delay. 3.6. Cogundi confirms an electronically concluded Agreement electronically and makes the relevant order details available for storage and subsequent consultation. 3.7. Before ordering, the Customer checks the business details, contact details, specifications and other order details. The ordering process allows relevant input errors to be corrected before placing the order. 3.8. Anyone acting on behalf of the Customer declares that they are authorised to do so. Cogundi may request evidence of authority to represent the Customer. This declaration does not automatically make an unauthorised representative personally a party to the Agreement. 3.9. Cogundi is not bound by obvious errors or mistakes which the Customer should reasonably have understood to be errors or mistakes. Cogundi informs the Customer as soon as possible. If no Agreement was formed as a result, amounts received for that order are refunded. 3.10. Changes and extensions to the assignment are agreed separately. Cogundi is not obliged to perform activities outside the agreed scope. If additional activities become reasonably necessary because of changed wishes, new information, incorrect or incomplete Customer information, lack of cooperation or circumstances at the Customer’s risk, Cogundi may first make an additional Offer and suspend the affected part until that Offer is accepted. Without acceptance, there is no obligation to perform the additional activities. 3.11. If performance reveals that the agreed performance cannot be carried out, cannot responsibly be carried out or cannot lawfully be carried out within the agreed assumptions, Cogundi may suspend the affected activities wholly or partly. Cogundi informs the Customer insofar as reasonably possible and legally permitted. Adjustment or resumption takes place only after the Parties agree on the necessary changes, scheduling consequences and any additional fee. Cogundi is not liable for delay resulting from a justified suspension. 3.12. Specific commitments that have validly become part of the Agreement remain applicable. General advertising statements, examples and demonstrations are assessed in context and do not automatically constitute a commitment concerning an individual result. Article 4. Scope, performance and quality control 4.1. Cogundi supplies only the Digital output and activities forming part of the Agreement. The services may, among other things, focus on structuring and improving business information for processing and interpretation by AI systems. 4.2. Cogundi performs the agreed activities with the care reasonably expected of a competent provider of those activities. Upon delivery, the Digital output meets the agreed specifications. 4.3. The obligation properly to deliver agreed files or activities is distinguished from external or commercial results. Article 9 applies to those results. 4.4. Cogundi performs only the checks expressly forming part of the Agreement. Unless otherwise agreed, checking consists of an overall check for: a. conformity with the agreed form and scope; b. obvious internal inconsistencies; c. obvious deviations from Customer information supplied or approved by the Customer; and d. technical usability within the expressly agreed assumptions. This checking does not release the Customer from its own checking, information, verification and approval obligations. 4.5. Unless expressly agreed in Writing, the services do not include independent fact-finding, source verification, verification of commercial claims, legal research, a privacy-law assessment of information supplied or approved by the Customer, a security audit, due diligence or investigation of rights, powers, permits or consents of the Customer or Third parties. Cogundi may in principle rely on the accuracy and lawfulness of the Customer’s statements and information, except in the case of obvious errors or clear indications of unlawfulness. The exclusions in this Article do not restrict expressly agreed source consultation, visibility measurements or other checks and do not affect Cogundi’s own statutory obligations regarding independently collected or published information. 4.6. Unless expressly included, the Agreement does not include: a. hosting or ongoing availability; b. maintenance, monitoring or periodic checking; c. updating business information; d. adaptation to future AI systems or technical standards; e. implementation in websites, software or other systems; f. publication, submission or registration with Third parties; g. ongoing support; h. separate strategic, marketing, legal or other advisory activities. 4.7. The exclusions in paragraph 6 do not restrict activities expressly agreed or obligations arising from applicable law or the nature of the agreed performance. 4.8. In performance, Cogundi may engage AI systems, software, hosting services, communication services, payment providers, auxiliary persons and other Third parties and may change the technical configuration and service providers used. Cogundi remains responsible towards the Customer for its own contractual obligations, subject to the restrictions and exclusions in the Agreement. Processing of personal data is governed by Article 10, the privacy statement and, where applicable, a data processing agreement. 4.9. Cogundi ensures that engaged contractors are bound by arrangements concerning confidentiality, data protection and rights of use necessary for their activities. 4.10. The Offer or applicable product terms determine the scope of included addition, checking and correction options. Where no predetermined maximum applies, this concerns only use within the agreed business, assignment and performance stage. It does not confer a right to unlimited personal guidance, new assignments, activities for other businesses or additional performance after the agreed approval. Normal agreed use is not subsequently subjected to a hidden numerical restriction. 4.11. Express approval by the Customer confirms that it has carefully checked and accepted the approved parts insofar as it could reasonably assess them. After approval, the Customer may not invoke inaccuracies, omissions, unwanted wording or other deviations it could reasonably have discovered through careful checking. This leaves unaffected only hidden Defects, errors falling exclusively within Cogundi’s specific expertise and non-excludable statutory rights.4.12. Cogundi records essential specifications, deliveries and relevant checking findings insofar as reasonably necessary for careful performance and evidence. No more personal data are retained than lawfully necessary. Article 5. Customer obligations and technical performance 5.1. The Customer provides in good time the information, instructions and cooperation reasonably necessary for performance. 5.2. The Customer is responsible for the accuracy, completeness, currency, lawfulness, substantiation and non-misleading nature of Customer information it supplies. This responsibility also applies to information adopted by Cogundi or drafted using AI insofar as the Customer expressly confirms or approves it and can reasonably check it. This does not constitute retroactive approval of Cogundi’s earlier independent publications and does not remove Cogundi’s own statutory and agreed responsibilities. 5.3. The Customer warrants that it has all rights, licences, powers, legal bases and, where required, consents necessary to supply Customer information and have it processed, edited, used and disclosed publicly under the Agreement. Approval by Cogundi or processing of Customer information does not release the Customer from this responsibility. 5.4. The Customer does not provide information that: a. infringes Third-party rights; b. is unlawful, fraudulent or misleading; c. contains confidential information shared without authority; d. contains harmful code or other harmful technical elements. 5.5. The Customer provides only personal data necessary for performance and supported by an adequate legal basis. Special categories of personal data, personal data relating to criminal convictions and offences and authentication data are not provided without prior separate arrangements concerning necessity and security. 5.6. Necessary system access is arranged through a separately agreed secure procedure. Access rights are limited to what the assignment requires and revoked afterwards when no longer needed. 5.7. The Customer reports relevant errors, changes and special risks as soon as possible. These include technical restrictions, business-critical applications and circumstances Cogundi cannot reasonably know. 5.8. Before putting into use, approving, publishing or otherwise making available externally, the Customer checks all factual business information, commercial claims, rights, powers and other elements within its knowledge or control. Where the Customer expressly approves, Cogundi may rely on that approval, except for obvious errors or clear unlawfulness. Approval does not restrict Cogundi’s own statutory obligations but is a significant factor in assessing the allocation of responsibility and liability. 5.9. The Customer is responsible for its own website, systems, access rights and backups and for implementation by itself or a Third party it engages. This responsibility does not remove Cogundi’s agreed obligations. 5.10. If Cogundi implements or makes changes in a Customer environment, before commencement the Parties record: a. which acts and environment are authorised; b. who provides a usable backup; c. which checking or testing takes place; d. how the previous situation is restored if problems occur, insofar as technically possible; e. who authorises putting into use. 5.11. Cogundi does not make changes in a production environment before necessary access, permission and reasonably required recovery arrangements are in place. If these are absent, it may suspend the activities concerned. 5.12. If the Customer fails to provide information, instructions, checking, approval or other necessary cooperation in good time, Cogundi may suspend the affected performance and extend agreed periods accordingly. Cogundi is not liable for resulting damage or delay. Reasonable additional activities and demonstrable costs made necessary thereby may be charged additionally after prior notice to the Customer insofar as a rate or reasonable calculation method has been agreed. Where applicable product terms prescribe no fixed completion deadline, mere Customer inactivity is not a ground for terminating the included addition option. Other valid grounds for suspension and termination remain available. 5.13. New Customer information or changed wishes after completion fall outside the original Agreement unless otherwise agreed or necessary to remedy a Defect for which Cogundi is responsible. Article 6. Prices and payment 6.1. Unless expressly agreed otherwise, a one-off fee applies per order. The Agreement does not create a subscription, automatic renewal or periodic payment obligation. 6.2. Prices are in euros and exclude VAT and other applicable taxes unless expressly stated otherwise. Taxes and additional charges imposed by Cogundi are disclosed before conclusion of the Agreement insofar as they can then be determined. 6.3. The Customer provides correct invoicing details and, where relevant, a valid VAT identification number and information necessary for tax treatment. 6.4. Unless otherwise agreed, full payment is made before performance commences. 6.5. If payment by invoice is agreed and no other period is stated, payment is due within fourteen calendar days of the invoice date. 6.6. The Customer bears its own banking and currency exchange costs. Any transaction fees charged by Cogundi are disclosed in advance and charged only insofar as legally permitted. 6.7. In the event of late payment, once statutory requirements are met, the Customer owes applicable statutory commercial interest and reasonable extrajudicial collection costs. 6.8. Cogundi may suspend performance while a due payment obligation remains unfulfilled insofar as that failure justifies suspension. 6.9. A complaint does not automatically entitle the Customer to suspend all payments. Statutory suspension rights remain insofar as justified by the complaint and circumstances. 6.10. The mere absence of results referred to in Article 9 does not create an independent right to a refund. An expressly agreed contractual refund arrangement and rights arising from a breach or mandatory law remain unaffected. 6.11. Additional activities, new orders and updates are performed for a fee agreed in advance. Free remedy of a Defect attributable to Cogundi is not treated as a paid update. 6.12. The Customer may not set off or withhold amounts due unless its counterclaim has been acknowledged by Cogundi in Writing or established by a final court judgment. The Customer may suspend its payment obligations only insofar as entitled under mandatory law and the alleged breach justifies suspension. Article 7. Delivery, time periods and remedy 7.1. Delivery and performance take place in the agreed manner, for example by email, download facility or another digital transfer. 7.2. A performance period starts after Cogundi has received the payment agreed for commencement and all reasonably necessary information, unless otherwise agreed. 7.3. All performance, response and delivery periods are indicative and are not strict deadlines unless expressly agreed otherwise in Writing. Exceeding a period does not automatically place Cogundi in default. Where default legally requires notice of default, the Customer gives Cogundi notice in Writing and allows a reasonable period for subsequent performance. 7.4. Cogundi reports foreseeable material delay as soon as possible, stating the cause and an adjusted schedule insofar as reasonably possible. 7.5. Digital output is deemed delivered once it has actually been made accessibly available in the agreed manner and the Customer has been notified. An unusable download link does not constitute accessible delivery. 7.6. Activities are deemed completed once the agreed acts have been performed and Cogundi has notified the Customer insofar as notification suits the nature of the activities. Completion or approval of one part does not end the obligation to provide other included performance, including agreed publication, availability or periodic reports. 7.7. For a temporarily available download facility, the availability period is stated before conclusion of the Agreement and confirmed upon delivery. The period provides a reasonable opportunity to download. The Customer ensures timely storage and backups. 7.8. Cogundi is not obliged to make files available again indefinitely. This does not affect agreed availability, statutory obligations or remedy obligations. Retention for evidence does not create an ongoing hosting or download obligation. 7.9. For a timely reported Defect attributable to Cogundi, Cogundi determines, at its reasonable discretion, whether to remedy it by correction, replacement delivery, repeating the activities concerned or another equivalent solution. The Customer first gives Cogundi a reasonable opportunity to remedy unless this cannot legally be required. 7.10. The remedy period is determined with regard to the nature and seriousness of the Defect, necessary measures and agreed use. An opportunity to remedy is unnecessary where the law so provides or it cannot reasonably be required. 7.11. Remedy does not include extending the assignment, processing new Customer information or adapting to circumstances changed after delivery unless necessary to remedy a Defect attributable to Cogundi. 7.12. If a Defect attributable to Cogundi is not remedied within a reasonable period, the Customer may exercise only the rights available under the Agreement and applicable law. Termination for breach is limited to the part materially affected by the Defect unless full termination is legally justified. Article 12 applies to every claim for damages. Article 8. Advisory calls, recommendations and explanations 8.1. The Offer determines whether an advisory call, technical recommendations or other advisory activities form part of the Agreement. 8.2. For an agreed advisory call, the Offer states the subject, scope or duration and any written deliverable. The call does not create an ongoing advisory relationship. 8.3. Recommendations are provided on the basis of available information, agreed scope and circumstances at the time of performance. The Customer provides in good time information it should reasonably understand to be relevant to the advice. 8.4. Calls and correspondence serving solely to collect information or provide explanations do not automatically extend the assignment. Where a request constitutes a material extension, the Parties discuss it and Article 3.10 applies. 8.5. Cogundi does not provide legal, tax or other regulated professional advice. The services likewise do not include a general assessment of the Customer’s business strategy or legal position unless a specific permitted assessment is expressly agreed. 8.6. The Customer remains fully responsible for assessing, implementing and bearing the consequences of its own business, commercial, technical and organisational decisions. The Customer verifies recommendations before use and engages a qualified expert where necessary. Cogundi is not liable for damage caused by application outside the agreed context or without a reasonably necessary independent assessment by the Customer, except insofar as the damage arises from Cogundi’s own conduct giving rise to liability. 8.7. Delivery or performance does not constitute certification, a quality mark, a compliance statement or confirmation that the Customer complies with legislation or Third-party terms unless a specific check is expressly agreed. Even then, only the described scope applies. Article 9. External and commercial results 9.1. Cogundi does not guarantee ranking, position, mention, recommendation, inclusion, recognition or visibility within any AI system. 9.2. Cogundi likewise does not guarantee: a. findability or indexing; b. website traffic, leads, enquiries or customer contacts; c. turnover, profit, savings, conversions or sales results; d. mentions or citations by AI systems; e. any particular speed, duration or extent of an effect. 9.3. Cogundi has no control over algorithms, training data, indexing, selection criteria, answers and decisions of external AI system providers. 9.4. Effects also depend on the Customer’s technical environment, publicly available information, competition, user questions and Third-party conduct. 9.5. Cogundi is not responsible for answers, interpretations, omissions or incorrect representations independently generated by external AI systems insofar as these do not also arise from Cogundi’s own attributable breach or other conduct giving rise to liability. 9.6. Cogundi does not guarantee lasting compatibility with future Third-party systems, models, standards or terms. Adaptation thereto falls within the Agreement only if agreed or necessary to remedy a Defect for which Cogundi is responsible. 9.7. An effect at a particular time does not guarantee a future effect or the same effect in another AI system. 9.8. Examples and demonstrations are illustrative unless a specific result is agreed. This Article does not affect specific commitments validly forming part of the Agreement and does not exclude liability for misleading statements insofar as it exists under applicable law. 9.9. The mere absence of the stated results does not constitute a breach if Cogundi has properly supplied and performed the agreed Digital output and activities. 9.10. This Article does not release Cogundi from obligations concerning its own output, recommendations or activities, including where it has used AI systems. 9.11. The product name, commercial description, technical methodology or reference to visibility, findability, indexing or optimisation does not guarantee that an external system will include, process, display, recommend or interpret the Digital output in a particular way. Article 10. Customer information, confidentiality and personal data 10.1. During the Agreement, the Customer grants Cogundi a non-exclusive, worldwide, royalty-free right to use Customer information insofar as necessary for preparation, performance, quality control, security, administration and handling questions, complaints and disputes. Public publication, inclusion in a database or other product-specific availability are governed exclusively by the additional rights and conditions in the Offer or applicable product terms. 10.2. This right includes necessary organisation, conversion, structuring and processing and making available to engaged contractors, subject to this Article. 10.3. Cogundi may disclose Customer information to auxiliary persons, hosting providers, communication providers, payment providers, AI service providers and other technical service providers insofar as necessary for performance, security or support of the Agreement and subject to applicable confidentiality and data protection obligations. 10.4. Cogundi does not use non-public Customer information for sale as an independent dataset, direct marketing aimed at other parties or AI model training. Use for quality control and improvement of its own services is permitted only within agreed purposes, applicable confidentiality obligations and data protection legislation. Where possible, genuinely anonymised data are used. Engaging an AI service provider does not grant that provider an independent right to use the information for its own model training; Cogundi configures the services and arrangements used accordingly. 10.5. Public publication, submission or availability on behalf of the Customer takes place only where expressly agreed. Applicable product terms determine the checking, approval and publication instruction required. Independent publication by Cogundi of lawfully available public business information is distinguished from publication on behalf of the Customer. A required statutory legal basis, source licence or other authority does not arise solely through acceptance of these terms or subsequent payment or profile approval. 10.6. The Parties treat as confidential information whose confidential nature they know or should reasonably know. Disclosure is permitted insofar as necessary for performance, to professional advisers under confidentiality or to comply with a legal obligation. 10.7. Persons gaining access to confidential information for performance are bound by appropriate confidentiality obligations. Access is limited to what their activities require. 10.8. Confidentiality does not apply to information demonstrably: a. lawfully public; b. independently developed; c. lawfully obtained from a Third party without a confidentiality obligation; d. shared with the disclosing Party’s consent. These exceptions do not remove applicable personal data obligations. 10.9. Cogundi may in principle rely on Customer information. It need not conduct independent factual or lawfulness investigations unless agreed or required by its duties of care. In the event of an obvious error, clear unlawfulness or an inconsistency reasonably to be identified, it informs the Customer and may suspend the processing concerned. 10.10. Cogundi takes appropriate technical and organisational measures to protect non-public Customer information, taking account of its nature and reasonably foreseeable risks. 10.11. Each Party is independently responsible for complying with the data protection legislation applicable to it. The Parties’ data protection roles are determined exclusively by actual processing and applicable law. The privacy statement describes processing for which Cogundi is an independent controller. Acceptance of these general terms does not constitute general GDPR consent and does not replace any separately required consent, legal basis, information or Publication Instruction. 10.12. If Cogundi processes personal data on behalf of the Customer as a processor, that processing starts only after the required data processing agreement has been concluded and necessary arrangements concerning any subprocessors have been made. These general terms do not replace the data processing agreement. 10.13. The data processing agreement governs, among other things, instructions, security, subprocessors, incident notification, assistance, checking and return or erasure. Engagement and replacement of subprocessors take place under its consent procedure and applicable law. 10.14. Transfers of personal data outside the European Economic Area take place only where applicable statutory requirements are met. Consent to a supplier does not replace those requirements. 10.15. Cogundi informs the Customer of a security incident materially affecting non-public Customer information insofar as required by a statutory obligation, agreed processor obligation or overriding Customer interest and insofar as notification is legally permitted. Such notification does not constitute acknowledgement of liability. 10.16. In the event of a personal data breach concerning data Cogundi processes as a processor, Cogundi informs the Customer without undue delay after becoming aware of it. Available information is provided immediately; missing information is supplemented in stages. Coordination between the Parties does not delay statutory notification periods. 10.17. Cogundi retains Customer information no longer than lawfully necessary for performance, administration, handling complaints and disputes or statutory retention obligations. Applicable retention periods or criteria are elaborated in the privacy statement and, where applicable, the data processing agreement. 10.18. An evidence file is limited to what is lawfully necessary for that purpose. Retention for evidence does not confer a right to other use of Customer information. 10.19. In the event of lawful publication or disclosure, Cogundi cannot guarantee that all external copies, caches, index entries and previously processed information disappear. Statutory and agreed obligations concerning correction, erasure and reasonable cooperation remain applicable. 10.20. Confidentiality obligations continue after termination for as long as the information remains confidential. Applicable statutory obligations continue for personal data. 10.21. The Customer cannot derive from the privacy statement a contractual right to a particular functionality, procedure, supplier or their ongoing availability. Changes in processing, suppliers and security measures are governed by applicable data protection legislation, the privacy statement and the Agreement. Article 11. Intellectual property and rights of use 11.1. Rights in methods, software, templates, structures, documentation, technical solutions and other materials of Cogundi or its licensors remain with the relevant rights holder. 11.2. Insofar as intellectual property rights arise in Digital output and belong to Cogundi, they remain with Cogundi. Transfer occurs only if expressly agreed and statutory requirements are met. 11.3. Cogundi ensures it has the rights or permissions necessary to permit the agreed use. Materials supplied or mandatorily prescribed by the Customer are subject to the Customer’s responsibility under Article 5. 11.4. Rights in Customer information remain with the Customer or relevant rights holder. Cogundi acquires only the rights of use agreed in Article 10, the Offer and applicable product terms. Those rights are not interpreted more broadly than necessary for the purposes described therein. 11.5. Following full payment, the Customer acquires a non-exclusive, non-transferable and non-sublicensable right to use Digital output supplied specifically for it, solely for its own business activities and the agreed purpose. Duration, scope and any publication rights are determined by the Offer and applicable product terms. Where they specify no different duration, the right of use is indefinite. 11.6. Before full payment, only access necessary for checking is permitted unless otherwise agreed. 11.7. The right of use includes only insofar as necessary for the agreed purpose: a. internal storage and reasonable backups; b. internal use within the Customer’s business; c. use on its own website or in its own digital environment, if expressly permitted; d. adaptation of customer-specific business details for its own use; e. use by technical contractors acting exclusively on behalf of and under the responsibility of the Customer; and f. limited technical disclosure to platforms for an expressly permitted purpose. Public publication by Cogundi, inclusion in a Cogundi database and availability to external AI systems on behalf of the Customer are permitted only if and insofar as governed by the Offer or applicable product terms. 11.8. The right of use does not entitle the Customer to free updating, maintenance, new versions or adaptations by Cogundi. These activities fall outside the original Agreement and may be performed for a fee agreed in advance. Free remedy remains distinct. 11.9. Without prior Written consent, the Customer may not resell, sublicense or offer Digital output to Third parties under its own name as an independent commercial offering. Permitted use on behalf of the Customer and limited technical rights under paragraph 7 are not covered by this prohibition. 11.10. The prohibition in paragraph 9 does not restrict use of unprotected facts, public standards, general knowledge or independently developed materials. 11.11. Use for fraud, deception, impersonation, infringement of Third-party rights or other unlawful purposes is prohibited. 11.12. The Customer does not remove rights-holder notices from protected materials except insofar as necessary for permitted use and compatible with applicable rights and licences. 11.13. Separate licence terms may apply to Third-party components. Cogundi discloses restrictions relevant to the agreed use before conclusion of the Agreement. It does not supply a component preventing that use without prior agreement. 11.14. Cogundi claims no exclusive rights in unprotected facts, generally known ideas, public standards or materials in which it has no rights. The Agreement does not guarantee that every part of Digital output is independently copyright-protected or exclusive. 11.15. Following modification by the Customer or a Third party, Cogundi is not responsible for Defects or damage caused by that modification. Rights concerning an independent original Defect remain unaffected. 11.16. The Customer reports a claim concerning Third-party rights as soon as possible. Where a component supplied by Cogundi unlawfully prevents the agreed use and this is attributable to Cogundi, Cogundi is given a reasonable opportunity to obtain the right of use or supply an equivalent lawful alternative. Other statutory rights remain; Article 12 applies to damages. Article 12. Liability and allocation of risk 12.1. Cogundi’s liability arising from or connected with the Agreement, including for breach or tort, is governed by applicable law and limited under this Article. 12.2. Insofar as performance is not permanently impossible and default is legally required, liability for breach arises after Cogundi is in default. Where notice of default is required, the Customer describes the breach in Writing and allows a reasonable remedy period. This does not apply where the law does not require notice of default or default. 12.3. Subject to the exceptions in this Article, Cogundi’s total cumulative liability arising from or connected with one Agreement is limited to the amount excluding VAT actually paid to Cogundi by the Customer for that Agreement. Where the Agreement consists of separately priced and clearly distinguishable performances, the limit may be restricted to the fee paid for the performance giving rise to liability. Such price allocation must have been recognisably agreed before conclusion of the Agreement. 12.4. The limit applies jointly to all related events, breaches, causes of damage and claims concerning the same Agreement or underlying cause. The number of claims, grounds of liability, injured parties or events does not increase the applicable limit. 12.5. Before conclusion of the Agreement, the Parties may expressly agree a higher limit in Writing. The nature of the activities, foreseeable risks, additional measures, price and insurability may be considered. Cogundi is not obliged to accept increased risk without additional arrangements. 12.6. For implementation in a production environment, publication on behalf of the Customer or other activities where increased risk is identified in advance, the Parties separately record the relevant risk allocation and applicable liability limit before commencement. Cogundi does not start those activities before these arrangements are made. 12.7. Absence of the arrangements referred to in paragraph 6 does not automatically make liability unlimited. Applicable liability is then determined by the other agreed provisions and the law. This does not affect Cogundi’s obligation not to start without the required arrangements. 12.8. Within the applicable limit, only directly and demonstrably sustained pecuniary loss qualifies for compensation where its connection with a ground of liability attributable to Cogundi is such that it can legally be attributed to Cogundi. Insofar as legally permitted, costs qualify only if reasonable, necessary, directly caused and submitted to Cogundi for prior assessment, unless urgency made prior submission reasonably impossible. Cogundi is always first given a reasonable opportunity to remedy or mitigate damage unless this cannot legally or factually be required. 12.9. Insofar as legally permitted, Cogundi is not liable for indirect or consequential loss, including in any event: a. lost profit or turnover; b. missed savings, opportunities, assignments or leads; c. business interruption or loss of production; d. loss, damage or impairment of data, except insofar as Cogundi was expressly responsible for an agreed backup; e. loss of reputation or goodwill; f. loss arising from claims by the Customer’s customers, suppliers or other business relations; g. costs of replacement products or services; and h. loss resulting from fines, penalties or measures attributable to the Customer’s acts or omissions. 12.10. Insofar as applicable law entitles the Customer to compensation for non-pecuniary harm, the applicable limit also applies, only insofar as that restriction is valid. 12.11. Insofar as legally permitted, Cogundi is not liable for loss arising wholly or partly from: a. incorrect, incomplete, outdated, unauthorisedly supplied or unlawful Customer information; b. information checked or approved by the Customer whose inaccuracy or unsuitability it could reasonably have discovered; c. Customer non-compliance with checking, information, verification, approval or cooperation obligations; d. use outside the agreed purpose or technical assumptions; e. implementation, modification or processing by the Customer or a Third party; f. independent processing, indexing, interpretation, display or decision-making by external AI systems, search engines or other Third parties; g. changes in external systems, algorithms, models, terms, policies or availability; h. absence of results referred to in Article 9; i. justified refusal, restriction of access, suspension, unpublishing or removal; or j. loss of data the Customer should reasonably have backed up itself. Insofar as loss also arises from a cause attributable to Cogundi, Cogundi is liable only in proportion to its contribution and subject to the other restrictions in this Article. 12.12. The Customer takes all reasonable measures to prevent and mitigate loss and reports a loss-causing event immediately after becoming aware, or reasonably having been expected to become aware, of it. Insofar as late notification, insufficient cooperation or failure to take reasonable mitigation measures caused or increased the loss, that loss is not compensated. 12.13. The exclusions and restrictions do not apply: a. to loss caused by intent or conscious recklessness of Cogundi’s owner; b. insofar as contrary to mandatory law; c. insofar as reliance on them would be unacceptable according to standards of reasonableness and fairness. 12.14. This Article does not restrict rights of data subjects or Third parties that cannot validly be restricted contractually. These terms do not automatically bind persons not party to the Agreement. 12.15. An obligation to refund following valid termination for breach or undue payment is not damages and does not fall under the damages limit. Nor is free remedy restricted solely by that limit. The scope of remedy is determined by the original performance and applicable law. 12.16. This Article also applies to the Customer’s contractual claims concerning confidentiality, personal data and intellectual property insofar as permitted by applicable law and expressly deviating arrangements. 12.17. The existence, absence or extent of insurance does not automatically increase or decrease the agreed liability limit. A statement concerning an insured amount does not constitute a higher contractual limit unless expressly agreed as such. 12.18. Insofar as validly possible, the defences and restrictions in this Article are also stipulated for the benefit of auxiliary persons engaged by Cogundi for their activities under the Agreement. They may accept this third-party stipulation. This does not increase the aggregate compensation available for the same loss or restrict non-excludable rights. 12.19. Every contractual claim by the Customer for damages lapses twelve months after the Customer became aware or should reasonably have become aware of both the loss and Cogundi’s possible liability, unless within that period the Customer has submitted a properly reasoned Written claim and instituted proceedings before a competent court within twelve months thereafter. This provision does not apply insofar as its application conflicts with mandatory law. Article 13. Indemnity against Third-party claims 13.1. The Customer indemnifies Cogundi, its owner and auxiliary persons it engages against Third-party claims arising from or connected with: a. incorrect, incomplete, misleading, outdated or unlawful Customer information; b. information supplied, designated, confirmed or approved by the Customer; c. unauthorised disclosure, processing, approval or publication by or on behalf of the Customer; d. absence of necessary rights, licences, powers, legal bases or consents; e. infringement of intellectual property rights, privacy rights, confidentiality or other Third-party rights; f. misleading or insufficiently substantiated commercial claims; g. unlawful, unauthorised or non-agreed use of Digital output; and h. Customer non-compliance with the Agreement or applicable legislation, insofar as the claim is attributable to the Customer’s acts, omissions, information or responsibility. 13.2. The indemnity also covers reasonable internal and external investigation, advisory, defence and litigation costs, reasonable mitigation costs and amounts Cogundi must pay under an enforceable decision or settlement reached in accordance with Article 13.4. Cogundi may require reasonable security for foreseeable costs and claims. 13.3. Cogundi informs the Customer as soon as possible and offers a reasonable opportunity to assist in the defence. Delay is considered in determining the scope of the indemnity insofar as the Customer’s interests have actually been prejudiced thereby. 13.4. The Parties coordinate the defence and any settlement. Neither Party acknowledges liability on behalf of the other or enters into a settlement binding on the other without prior Written consent. Such consent is not unreasonably withheld. Necessary urgent defence measures remain possible. 13.5. The Parties take reasonable measures to limit costs and loss. Any applicable insurance procedure is taken into account without delaying necessary measures or statutory periods. 13.6. The indemnity does not apply insofar as the claim was caused by Cogundi’s own attributable breach or unlawful conduct. Where responsibility is shared, its scope is determined with regard to each Party’s contribution and applicable law. 13.7. This indemnity does not alter Third-party rights and does not transfer penalties or obligations insofar as legally prohibited. Article 14. Force majeure 14.1. Force majeure is an impediment to performance not attributable to Cogundi as referred to in Article 6:75 of the Dutch Civil Code. 14.2. Force majeure may include disruptions in internet, communication, hosting, cloud or energy services; failure or unavailability of essential suppliers or platforms; cyber incidents; failures in AI systems or APIs; government measures; sanctions; war; terrorism; natural disasters; epidemics; fire; strikes; illness or unavailability of essential persons; and other circumstances beyond Cogundi’s reasonable control, insofar as the impediment should not be at Cogundi’s risk given the nature of the Agreement and the circumstances. 14.3. A circumstance qualifies as force majeure only insofar as Cogundi could not prevent or overcome its consequences despite reasonably required precautionary and mitigation measures. Cogundi is not obliged to incur disproportionate costs, procure materially different services or use a technically, legally or security-wise unacceptable alternative. 14.4. Cogundi informs the Customer as soon as possible and takes reasonable measures to mitigate consequences. Only affected obligations are suspended during the impediment. 14.5. If force majeure continues for more than ninety calendar days or it is reasonably established that performance is permanently impossible, Cogundi may terminate the affected unperformed part of the Agreement in Writing without damages. The Customer has the same right if the core performance cannot be carried out during that period. Properly performed obligations remain payable. 14.6. Amounts paid for undelivered performance are refunded. A proportionate fee may remain payable for a delivered, independently usable part, subject to applicable law. Article 15. Examination and complaints 15.1. The Customer examines Digital output supplied or activities performed immediately after delivery or completion and in any event within seven calendar days for completeness and reasonably observable deviations from the Agreement. 15.2. A reasonably observable deviation not reported with reasons in Writing within that period is deemed accepted between the Parties insofar as valid and Cogundi’s interests have been prejudiced by late notification. Acceptance under this Article does not replace separate express profile approval or a publication instruction where required under the product terms. 15.3. A Defect not immediately observable is reported with reasons in Writing within seven calendar days after discovery or after the Customer should reasonably have discovered it. 15.4. A complaint includes at least relevant order details, a clear description of the alleged Defect, the time of discovery and available supporting evidence. Cogundi may require additional information reasonably necessary for investigation. An insufficiently substantiated complaint does not confer a right to suspend payment or performance. 15.5. The Customer reasonably cooperates with investigation and allows remedy under Article 7 insofar as reasonably required. 15.6. The Parties retain relevant files and data insofar as lawful and reasonably necessary for investigation. They avoid unnecessary changes hindering determination of cause and extent without postponing necessary mitigation. 15.7. Cogundi handles complaints within a reasonable period, considering their nature, complexity, available information and necessary Third-party involvement. Receipt and response periods stated by Cogundi are indicative and do not constitute strict deadlines or acknowledgement of liability. 15.8. The mere absence of a result excluded in Article 9 does not constitute a justified complaint about proper performance. A complaint about Cogundi’s own error is distinguished from this. 15.9. Consequences of a late complaint are assessed under applicable law and all relevant circumstances, including the nature of the performance and Defect, observability and prejudice suffered by Cogundi through the delay. Article 16. Duration, cancellation and termination 16.1. Unless otherwise agreed, a one-off fee is paid per order. In addition to initial performance, the Agreement may include expressly included performance over a specified period. This does not make the order an automatically renewing subscription. Duration and frequency are determined by the Offer and applicable product terms. 16.2. Completion does not terminate obligations continuing by their nature, including remedy, rights of use, confidentiality, liability, indemnity and dispute resolution. 16.3. The Customer may cancel a one-off Agreement before full performance only insofar as the Offer or applicable product terms so provide. If no specific cancellation arrangement applies, the Customer remains liable for: a. the fee for activities already performed; b. the fee for capacity already reserved that cannot reasonably be deployed elsewhere; c. commitments entered into and unavoidable costs; and d. reasonable compensation for loss caused by cancellation, insofar as legally permitted. 16.4. Total cancellation compensation does not exceed the agreed fee for the cancelled part unless loss or costs separately caused by the Customer qualify for compensation on another legal basis. 16.5. A product-specific cancellation and refund arrangement prevails over Articles 16.3, 16.4 and 16.6 insofar as a specific conflict exists. Applicable product terms determine the conditions for voluntary cancellation and when that possibility ends. Rights arising from a breach and non-excludable statutory rights remain unaffected. 16.6. After full performance, no cancellation right exists solely because the Customer no longer wishes to use the performance. Rights arising from a breach or mandatory law remain unaffected. 16.7. Either Party may terminate wholly or partly for breach by the other unless the breach, given its particular nature or minor significance, does not justify termination and its consequences. Insofar as legally required, a reasonable remedy period is first given and the other Party must be in default. 16.8. Cogundi may immediately suspend affected activities where continuation would reasonably lead to unlawful conduct, serious security risks or infringement of Third-party rights. It informs the Customer insofar as permitted and discusses a lawful solution where possible. 16.9. Definitive termination and financial consequences of suspension are assessed under the Agreement and applicable law. Cogundi does not automatically retain the full advance payment for undelivered performance. 16.10. In the event of the Customer’s bankruptcy, suspension of payments, applicable debt restructuring or cessation of business, Cogundi may terminate the unperformed Agreement insofar as permitted by applicable law. 16.11. Upon full termination for breach or contractual cancellation with a full refund, the right to use protected Digital output based on that order ends. The Customer ceases further use, subject to lawful retention for statutory obligations or evidence. This does not restrict rights in its own information, unprotected facts or materials in which it holds rights independently of the order. Applicable product terms also govern termination of publication and access. 16.12. Upon partial termination, the remaining right of use is determined by the performance remaining in effect and applicable law. Cancellation does not automatically deprive the Customer of the right to use parts already delivered and paid for. 16.13. Cogundi may terminate a right of use for serious or repeated misuse after the Customer has had a reasonable opportunity to stop the infringement unless immediate termination is justified. The measure is proportionate to the infringement. 16.14. For a separately agreed subscription or ongoing service, duration, notice, renewal and financial settlement are arranged separately in advance. The cancellation arrangement for one-off assignments does not automatically apply. The Customer may cancel a one-off Agreement before full performance only insofar as the Offer or applicable product terms so provide. If no specific cancellation arrangement applies, the Customer remains liable for: a. the fee for activities already performed; b. the fee for capacity already reserved that cannot reasonably be deployed elsewhere; c. commitments entered into and unavoidable costs; and d. reasonable compensation for loss caused by cancellation, insofar as legally permitted. Article 17. Version management and amendments 17.1. Cogundi may amend these general terms at any time for future Offers and Agreements. 17.2. A fully performed one-off Agreement remains subject to the version agreed at conclusion. 17.3. For ongoing services, Cogundi may amend these terms where necessary or reasonably desirable because of: a. changes in legislation, regulations or their interpretation; b. security, privacy or fraud prevention measures; c. changes in technology, suppliers, systems or business operations; d. extension, restriction or adjustment of functionalities; e. clarification of provisions or correction of obvious errors; or f. legitimate commercial or operational interests. 17.4. Cogundi informs the Customer in Writing or electronically of an amendment relevant to ongoing services and states its effective date. Where reasonably possible, at least thirty days’ advance notice applies. A shorter period is permitted for a legal obligation, urgent security risk, fraud or misuse risk or a change by an essential Third party beyond Cogundi’s reasonable control. 17.5. An amendment may not retroactively undermine the already paid core performance. A change to the agreed price or material reduction of an undelivered core performance requires separate consent unless directly arising from mandatory law. 17.6. If an amendment materially disadvantages the Customer, it may terminate the directly affected ongoing part in Writing before the effective date. Advance payments for undelivered performance cancelled thereby are refunded. The amendment does not in itself confer a right to additional damages. Existing claims arising from a breach and non-excludable rights remain unaffected. 17.7. Technical, editorial, security and operational changes not materially reducing the agreed core performance do not confer a right to termination, refund or damages. 17.8. Each version receives a unique version number and effective date. Cogundi retains records of which version applies to an Agreement insofar as reasonably and lawfully necessary. 17.9. Applicable product terms may provide an additional or different amendment procedure for a particular product. Article 18. Applicable law and disputes 18.1. The Agreement and these terms are governed by Dutch law, subject to mandatory rules that cannot be set aside by this choice under applicable private international law. 18.2. Application of the United Nations Convention on Contracts for the International Sale of Goods, the Vienna Sales Convention, is excluded insofar as otherwise applicable. 18.3. Insofar as a valid choice of court is possible, all disputes arising from or connected with the Agreement, these terms or related legal relationships are submitted exclusively to the competent court of the District Court of Rotterdam, Netherlands. Cogundi remains entitled to bring a claim before the court of the Customer’s place of establishment or another court competent by law where necessary for interim relief, attachment, collection or enforcement. 18.4. The choice of court covers disputes concerning formation, validity, interpretation, performance and termination of the Agreement and related contractual and non-contractual claims between the Parties, insofar as valid. 18.5. The choice of law and court applies subject to applicable formal requirements, mandatory law and national and international jurisdiction rules from which no valid derogation is possible. If the choice of court has no effect, jurisdiction is determined under those rules. 18.6. The Parties first try to resolve a dispute through consultation for no more than fifteen Working days following a reasoned Written notification. This consultation obligation does not prevent Cogundi from taking collection measures, safeguarding a forfeiture or limitation period, attaching assets or seeking interim or protective measures. 18.7. The choice of court does not affect proceedings for recognition and enforcement of a decision in another country. Article 19. Final provisions and language 19.1. If a provision is wholly or partly void, annulled or unenforceable, the remaining provisions continue insofar as they can stand independently. 19.2. If a provision is wholly or partly void, voidable or unenforceable, it is replaced insofar as legally possible by a valid and enforceable provision approximating as closely as possible the intended legal and economic result, considering the purpose, intent and risk allocation of the original provision. The remaining provisions remain fully effective. 19.3. Failure immediately to exercise a right does not constitute waiver. 19.4. Notices are validly sent to the postal or email address most recently provided by the other Party or through an agreed account environment. The Customer is responsible for keeping contact details current and regularly checking the stated email address and any spam folder. An electronic notice is deemed received on the day of dispatch unless the sender receives a technical error message or the addressee plausibly demonstrates that receipt could not reasonably have occurred. 19.5. The Dutch text of these general terms prevails over all translations. In the event of differences, conflicts or divergences in interpretation, the Dutch text prevails. 19.6. Before conclusion of the Agreement, Cogundi informs the Customer of this language precedence and makes both the Dutch text and offered translation available. Language versions bear the same version number and effective date. 19.7. Language precedence does not exclude liability for a misleading or materially incorrect translation attributable to Cogundi insofar as such liability exists under applicable law. 19.8. AI systems and providers are mentioned solely for identification and this does not imply cooperation, certification, approval or affiliation unless that relationship is expressly and accurately stated. 19.9. Purchase of Digital output or a one-off paid service does not create additional obligations concerning maintenance, updating, new versions or future adaptations beyond what is expressly agreed. Included availability, periodic measurements and reports remain due throughout the agreed period. Remedy obligations and other applicable statutory rights remain unaffected. 19.10. The Customer may not transfer, pledge or otherwise make its rights and obligations under the Agreement available to a Third party without Cogundi’s prior Written consent. Cogundi may transfer its rights and obligations to a legal successor, group company or successor operator of the activities concerned provided the Customer’s essential rights are not reduced without legal basis. Insofar as the Customer’s consent is legally required, the Customer grants it in advance for a transfer within these limits insofar as such advance consent is valid. 19.11. The Agreement is exclusively for the benefit of the Parties and creates no contractual rights for Third parties except expressly included third-party stipulations. This provision does not restrict rights Third parties derive directly from the law. Business proprietor details Bram Muilwijk, trading as Cogundi · Sole proprietorship · Hardinxveld-Giessendam · Chamber of Commerce 78270200 · VAT ID NL003309723B05 · info@cogundi.com General terms and conditions v1.1 Cogundi