Customers

General Terms and Conditions Somogy - Business

Somogy is a trade name of Grudanov Werkmaatschappij B.V., having its registered office at Van Moerkerkenlaan 11, 9721 TA Groningen, the Netherlands, registered with the Chamber of Commerce under number 42004919, VAT number NL869244140B01 (hereinafter: “Somogy”).

These general terms and conditions are drafted in Dutch. An English translation is provided upon request for ease of reading. In case of any conflict between the language versions, the Dutch text prevails.

These terms apply exclusively to customers acting in the course of a profession or business. Consumers (natural persons not acting in the course of a profession or business) are governed by the separate General Terms and Conditions Somogy - Consumer.

1. Definitions

In these terms and conditions, the following terms have the following meaning:

2. Applicability

2.1 These terms apply to all offers, quotes and agreements between Somogy and customer, and to all services arising therefrom.

2.2 Customer’s purchase or other terms are expressly rejected and do not apply, unless expressly accepted by Somogy in writing.

2.3 If any provision of these terms is or becomes void or voidable, the remaining provisions shall remain in full force. The parties shall consult to replace the invalid provision with a valid provision that approximates the intent of the original provision as closely as possible.

2.4 Deviations from these terms are valid only if expressly agreed between the parties in writing.

2.5 Prior to or upon entering into the agreement, these terms shall be made available electronically via a downloadable link that allows storage and later consultation. A written copy shall be provided free of charge upon request.

3. Formation of the agreement

3.1 Offers from Somogy are without obligation and valid for thirty (30) days, unless stated otherwise.

3.2 The agreement is formed at the moment that:

3.3 Somogy may refuse an order without giving reasons, in particular if there is reasonable doubt about customer’s creditworthiness or about a use of the service that is compatible with the AUP.

4. Services

4.1 Somogy provides the services as described in the offer, on somogy.nl and/or in the order confirmation. The description on somogy.nl is leading, except where the parties have expressly agreed otherwise.

4.2 Somogy’s services include at least:

4.3 Somogy provides its services on a best-efforts basis (inspanningsverplichting), unless and to the extent that the SLA expressly imposes an obligation of result.

4.4 Somogy may engage third parties in the performance of the agreement. The current sub-processors are listed on somogy.nl/partners and in the Data Processing Agreement.

4.5 Additional work outside the agreed service (including migrations, custom development, recovery from customer errors) is performed on a time-and-materials basis at Somogy’s then-current hourly rate.

5. Acceptable Use Policy (AUP)

5.1 Customer warrants that it shall not use, or allow the services to be used, for:

5.2 Somogy applies a fair-use policy for storage, mail volume and bandwidth as further specified per plan. In case of sustained excess, Somogy may request customer to upgrade or impose a limitation.

5.3 In the event of a (suspected) AUP violation, Somogy may, at its own discretion and without prior notice:

5.4 Customer remains liable for the agreed fee during a suspension. Damage resulting from a justified suspension or termination under this article is for customer’s account.

5.5 Somogy operates a notice-and-action procedure in accordance with art. 16 of the Digital Services Act (Regulation (EU) 2022/2065) for reports of allegedly illegal content on systems hosted by customer. The procedure is available on somogy.nl/abuse. A substantiated notice may lead to measures as referred to in article 5.3, with reasons provided to customer in accordance with art. 17 DSA.

5.6 In accordance with art. 14(4) DSA, Somogy applies the AUP in a diligent, objective and proportionate manner, with due regard to customer’s rights and legitimate interests. As a rule, assessment of notices and enforcement is carried out through human review by Somogy staff; automated detection may take place for obvious technical violations (such as spam, malware signatures or resource abuse). Customer may object in writing to any measure within fourteen (14) days via support@somogy.nl; Somogy will then reconsider the decision.

6. Availability and maintenance

6.1 Somogy uses reasonable efforts to provide the services with a high degree of availability. The specific availability targets, scheduled maintenance and any service credits are set out in the SLA.

6.2 Somogy may temporarily take the services out of operation or restrict them for maintenance, modification or security purposes. Scheduled maintenance is, where possible, announced in advance and carried out outside office hours.

6.3 Emergency maintenance (for example in the event of security incidents) may be carried out without prior notice.

6.4 Customer is itself responsible for:

6.5 Somogy shall inform customer without undue delay of significant security incidents that affect customer’s service. The notification shall be made sufficiently promptly to enable customer to comply with its own statutory notification obligations, including - where applicable - the 72-hour notification obligation to the Dutch Data Protection Authority under art. 33 GDPR. Further arrangements regarding incident notifications, classification and escalation are set out in the SLA and - to the extent that they concern personal data - in the Data Processing Agreement. Once the Dutch Cybersecurity Act (implementing the NIS2 Directive) enters into force and applies to customer, this notification obligation supports customer in fulfilling its obligations under that act.

7. Pricing, invoicing and payment

7.1 All prices are exclusive of VAT and any other statutory levies, unless expressly stated otherwise.

7.2 Invoices are sent electronically via Moneybird to the billing email address provided by customer. The payment term is fourteen (14) days from the invoice date, unless agreed otherwise.

7.3 Services are invoiced in advance, monthly, quarterly or annually as agreed.

7.4 In the event of late payment, customer is in default by operation of law, without any further notice of default being required. From the due date, customer owes the statutory commercial interest (art. 6:119a Dutch Civil Code). In addition, customer owes, without further notice of default, extrajudicial collection costs amounting to fifteen percent (15%) of the principal sum, with a minimum of forty euros (€40), without prejudice to Somogy’s right to claim higher costs actually incurred.

7.5 In the event of payment arrears of more than fourteen (14) days after a written reminder, Somogy may suspend the service. Reactivation takes place after full payment of the outstanding amount, increased by any costs owed.

7.6 Tariff changes are treated as a change to the agreement in accordance with article 9. For new contract periods, the rate that has been notified to customer at least thirty (30) days before the effective date of the new period applies.

8. Term, renewal and termination

8.1 The agreement is entered into for an indefinite period by default, with a minimum term of one (1) month. The parties may agree in writing on a different initial term (for example twelve (12) months).

8.2 Upon expiry of a contractually agreed initial term, the agreement shall convert to an agreement for an indefinite period. There is no tacit renewal for a new fixed term, unless the parties agree in writing on a new initial term before the expiry of the current initial term.

8.3 During an agreed initial term, early termination by customer is excluded, save as provided in article 8.6 (dissolution) and article 9.3 (termination on material change).

8.4 An agreement for an indefinite period - including an agreement converted pursuant to article 8.2 - may be terminated in writing by either party with a notice period of one (1) month.

8.5 Fees already paid in advance for the part of the term remaining after the termination date are not refunded, except: (a) in the event of dissolution due to an attributable failure of Somogy; or (b) in the event of termination or dissolution by Somogy without grounds attributable to customer.

8.6 Somogy may dissolve the agreement with immediate effect, without notice of default and without being liable for damages, if:

8.7 After termination of the agreement, customer’s data is retained for another thirty (30) days and then permanently deleted, unless customer has requested export or longer retention in writing within that period. Any export work falls under article 4.5.

9. Changes to the terms or service

9.1 Somogy may unilaterally amend these terms, the SLA, the Data Processing Agreement and the specifications of the service.

9.2 Material changes are notified in writing to the contact email address provided by customer at least thirty (30) days before the effective date. Changes that are disadvantageous to customer - including tariff increases that exceed customary indexation - shall be made identifiable as such in the notice, with explicit mention of the right of termination under article 9.3.

9.3 In the event of a material change, customer has the right to terminate the agreement free of charge and without observing a notice period as of the effective date of the change, by notifying Somogy in writing within the announcement period.

9.4 If customer continues the service after the effective date - expressly including payment of an invoice the period of which falls wholly or partly after the effective date - this constitutes acceptance of the amended terms.

9.5 Non-material changes (including textual corrections, clarifications and changes that do not affect customer’s rights and obligations) may be implemented without prior notice.

10. Liability

10.1 Somogy’s total liability towards customer based on attributable failure, tort or any other ground is limited to an amount equal to three (3) months of the agreed fee for the relevant service, regardless of the payment frequency actually chosen by customer.

10.2 Liability for indirect damage, expressly including consequential damage, lost profits, missed savings, reputational damage, loss or corruption of data, and damage due to business interruption, is excluded.

10.3 Somogy’s total liability per calendar year is in all cases limited to the amount actually paid by customer to Somogy in that calendar year, with an absolute maximum corresponding to three (3) months of the agreed fee.

10.4 The limitations of liability in this article do not apply in the event of intent or willful recklessness of Somogy or its senior management.

10.5 Any claim for damages lapses by expiry of twenty-four (24) months after the claim arose, unless customer has brought a legal action within that period.

10.6 Customer indemnifies Somogy against third-party claims relating to customer’s use of the service, including claims for infringement of intellectual property rights, GDPR violations by customer, or violation of the AUP.

11. Force majeure

11.1 Somogy is not liable for any failure to perform the agreement that is the result of force majeure.

11.2 Force majeure includes, to the extent the failure is not attributable to Somogy itself: disruptions or outages of internet, telecommunications or electricity; disruptions, delays or non-performance by sub-processors (including Hetzner, Cloudflare, OpenProvider and Moneybird); cyber attacks, DDoS attacks or security incidents; fire, flood, pandemic; war, terrorism, riots, mobilisation; government measures; and strikes.

11.3 If a force majeure situation continues for more than sixty (60) days, either party may dissolve the agreement in writing, without the parties owing each other any compensation.

12. Processing of personal data

12.1 To the extent that Somogy processes personal data in the performance of the agreement, it acts as a processor within the meaning of the GDPR. Customer is the data controller.

12.2 The arrangements between the parties regarding the processing of personal data are set out in the Data Processing Agreement (DPA), which forms an integral part of the agreement. In the event of conflict between these terms and the DPA, the DPA prevails as regards the processing of personal data.

12.3 The current list of sub-processors is published on somogy.nl/partners. Changes to this list are announced in accordance with article 9 and the DPA.

13. Intellectual property

13.1 All intellectual property rights to scripts, configurations, documentation and other materials developed or supplied by Somogy vest in Somogy or its licensors. Customer obtains only a non-exclusive, non-transferable right of use for the duration of the agreement.

13.2 All intellectual property rights to content placed on or offered through the service by customer (including website content, email content and media files) vest in customer or its licensors. Customer grants Somogy a limited licence to host, process and display that content to the extent necessary for the performance of the agreement.

13.3 Customer is not permitted to remove or modify any visible indications of Somogy or its licensors regarding copyright, trademarks or other intellectual property rights.

14. Governing law and disputes

14.1 These terms and all agreements between Somogy and customer are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.

14.2 Disputes arising from or related to these terms or the agreement shall be submitted exclusively to the District Court of Noord-Nederland, location Groningen, subject to mandatory rules of jurisdiction.

14.3 The parties shall, prior to court proceedings, reasonably attempt to resolve the dispute by mutual consultation.

15. Final provisions

15.1 Customer may not transfer rights and obligations under the agreement to third parties without the prior written consent of Somogy.

15.2 Somogy may transfer its rights and obligations under the agreement to a legal successor, an affiliated entity, or an acquirer in the event of a takeover, merger or business transfer, provided that the continuity of the service is safeguarded. Somogy shall notify customer in writing of an intended transfer in good time. If such transfer is reasonably objectionable to customer, customer may terminate the agreement free of charge as of the date of transfer.

15.3 Notices under these terms are deemed to be in writing if sent by email to the contact address most recently provided by the other party.

15.4 The Dutch version of these terms prevails over any translation.

15.5 These terms are available on somogy.nl. A copy is provided free of charge upon request.