Terms and Conditions

Last updated: August 27, 2025

General Terms and Conditions for the services provided by ShareBox.

Article 1: General

The following definitions apply in the general terms and conditions:

Client: the party that orders.
Contractor: the general partnership under Dutch law and with limited liability ShareBox, doing business at Graaf Maurits Lodewijkstraat 3, 5492GL, Sint-Oedenrode.

Article 2: Applicability

These general terms and conditions apply to all legal relationships between the contractor and the client and/or the services of the contractor, with the exception and rejection of the terms and conditions used by the client, subject to changes in these terms and conditions that must be explicitly confirmed in writing by both parties.
By signing the agreement or order confirmation, therefore placing an order, the client declares to be aware of these terms and conditions and to agree that the terms and conditions therefore form part of the agreement or order confirmation and to have a copy of the terms and conditions received.
The possibly applicable rules of conduct and professional rules for the contractor form part of the agreement. The client declares that he will always fully respect the obligations arising from this for the contractor.

Article 3: Formation of the agreement

The agreement is concluded at the moment that the order confirmation signed by the contractor and client has been received by the contractor. The confirmation is based on the information provided by the client to the contractor at the time. The confirmation is deemed to represent the agreement correctly and completely.
The parties are free to prove that the agreement was concluded in another way.
In the event of a verbal acceptance during the client of the quotation or assignment during the client, the content of the quotation, unless proven otherwise, is deemed to accurately and fully reflect the agreement between the parties.
The agreement is entered into for an indefinite period of time, unless it is clear from the content, nature or provision of the assignment that it has been entered into for a definite period.
The services are provided by the contractor solely for the benefit of the client on the basis of information provided by the client.

Article 4: Provision of information by the client

The client is obliged to make all data and documents which the contractor requires in order to correctly execute the assignment granted timely, in the desired form and in the desired manner.
In the case of assignments to audit financial statements, the client will inform the contractor of all other information that is relevant to the execution or completion of the assignment.
The client guarantees the correctness, completeness and reliability of the data and documents made available to the contractor, even if these originate from third parties, unless the nature of the assignment dictates otherwise.
If and insofar as the client so requests, the documents made available will be returned to them.
The extra costs and extra fees resulting from the delay in the execution of the assignment, caused by the non-availability, late or improper provision of the requested data and documents, are for the account of the client.
If the client continues to fail to cooperate in the execution of the agreement after summation, then the contractor may choose either to perform the work at a time to be determined by the contractor, or to dissolve or suspend the agreement in whole or in part, without prejudice or the contractor's right to compensation.

Article 5: Execution of the assignment

The contractor determines the way in which and by which person / persons the assignment is carried out.
The contractor can first perform more work and charge the client for that for which the order has been issued, if the client has given permission for this in advance.
If the client wishes to involve third parties in the execution of the assignment, he will only do so - if necessary - after having reached agreement on this with the contractor. The provisions of the previous sentence apply mutatis mutandis to the contractor.

Article 6: Confidentiality

Contractor is, unless he has a legal or professional obligation to disclose, obliged to secrecy towards third parties.
The contractor is not entitled to use the information made available to him by the client for a purpose other than that for which it was obtained. An exception is made, however, in the event that the contractor acts for itself / is represented by civil, disciplinary or criminal proceedings in which these documents may be of importance.
Unless prior written permission has been given by the contractor, the client will not disclose the content of reports, advice or other expressions, whether written or otherwise, of the contractor that were not drawn up or made with the intention of providing third parties with the information contained therein. The client will also ensure that third parties cannot become acquainted with the content referred to in the previous sentence.
The contractor will impose his obligations under this article on third parties engaged by him.

Article 7: Intellectual Property

The contractor reserves all rights with regard to products of the spirit which he uses in the context of the execution of the commission from the client, insofar as these result from the law.
The client is expressly prohibited from reproducing, exploiting or distributing those products, including computer programs, system designs, working methods, source codes and other mental products of the contractor, all in the broadest sense of the word, whether or not with the involvement of third parties. or to make it public, in any form or by any means, whether electronic, mechanical, by recording, or by any other means.
The client is not permitted to make aids of those products available to third parties, other than to obtain an expert opinion regarding the work of the contractor.
If the client acts contrary to the provisions of this article, the client owes the contractor an amount of EUR 5,000 (in words: five thousand euros) per event and an amount of EUR 500 (in words: five hundred euros) for each day that the violation continues, which amounts are immediately due and payable without any notice of default.

Article 8: Fee

The fee of the contractor is in euros excluding sales tax or other taxes, levies and rights.
The contractor's fee does not depend on the outcome of the assignment granted.
If after the conclusion of the agreement, but before the assignment has been fully carried out, wages and / or prices change, the contractor is entitled to adjust the agreed rate accordingly, unless the client and the contractor have made other agreements about this.
The fee of the contractor, if necessary plus advance payments and disbursements and declarations from engaged third parties, is charged to the client per month, per quarter, per year or after completion of the work, unless the client and the contractor have made other written agreements on this. Turnover tax is charged separately on all amounts owed by the client to the contractor, insofar as it is also due.

Article 9: Payment

Payment by the client must be made, without deduction, discount or settlement of debts, within the agreed periods, but in no case later than thirty days after the invoice date. Payment must be made in Euros by means of transfer to a bank account to be designated by the contractor.
If the client has not paid within the period specified under 9.1, the contractor is entitled, after he has given notice to the client at least once, without further notice of default and without prejudice to the other rights of the contractor, to charge the client interest at the due date until the due date on the date of full payment.
All reasonably incurred judicial and extrajudicial (collection) costs incurred by the contractor as a result of the client's non-compliance with his payment obligation will be borne by the client.
If the financial position or payment behavior of the client in the opinion of the contractor gives cause for this, the contractor is entitled to demand that the client immediately provides (additional) security in a form to be determined by the contractor. If the client fails to provide the required security, the contractor is entitled, without prejudice to his other rights, to immediately suspend further execution of the agreement or to dissolve the agreement extrajudicially without the contractor's obligation to comply with the other and / or compensation and that which the client owes to the contractor for whatever reason, is immediately due and payable.
In the case of a joint assignment, the relevant clients, to the extent that the work has been performed for the benefit of the joint clients, are jointly and severally liable for payment of the invoice amount.

Article 10: Complaints

Complaints with regard to the work performed and / or the invoice amount must be sent by registered mail, fax and e-mail within 30 days after the date of dispatch of the documents or information about which the client claims, or within 30 days after the discovery of the defect if the client demonstrates that he could not reasonably have discovered the defect before being notified to the contractor.
Complaints as referred to in the first paragraph do not suspend the payment obligation of the client.
In the event of a justified complaint, the contractor has the choice between adjusting the fee charged, correcting or re-performing the rejected work free of charge or not fully or partially carrying out the assignment against a refund in proportion to clients already paid fees.

Article 11: Delivery period

If the client owes an advance payment or if he needs to provide the information and / or materials required for the execution, the period within which the work must be completed does not start until the payment has been received in full, or the information and / or materials respectively made entirely available.
Periods within which the work must be completed can only be regarded as an deadline if this has been expressly agreed.
The performance time is based on the circumstances prevailing at the time the agreement was concluded. If a delay has arisen as a result of a change in the aforementioned circumstances, the performance time will be extended by at least the duration of that delay if necessary.
Without prejudice to the above provisions with regard to the performance time, the performance time is extended by the duration of the delay, which arises on the part of the contractor as a result of the non-fulfillment by any obligation arising from the agreement or cooperation to be obtained from him with regard to until the execution of the agreement.
The agreement cannot - unless execution is undoubtedly permanently impossible - be terminated by the client due to exceeding the deadline, unless the contractor also does not perform the agreement or does not perform it fully within a reasonable period that has been agreed in writing after the agreed delivery period. Dissolution is then permitted in accordance with Article 265, Book 6 of the Dutch Civil Code.

Article 12: Cancellation

If the developer should be liable, then this liability is limited to what is regulated in this provision.
The developer is not liable for damage of whatever nature caused by the developer relying on incorrect and / or incomplete data provided by or on behalf of the Client.
If the developer should be liable for any damage, then the developer's liability is limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates.
The developer's liability is in any case always limited to the amount paid out by his insurer, as appropriate.
The developer is only liable for direct damage.
Direct damage is exclusively understood to mean the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred for the defective performance of the developer to the have the agreement answered, insofar as these can be attributed to the developer and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. The developer is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the developer or his managerial subordinates.

Article 13: Removal

ShareBox is entitled to refuse or remove (the creation of) an account and / or (the closing of) a subscription without stating reasons.

Article 14: Expiry period

Insofar as not stipulated otherwise in these general terms and conditions, claim rights and other powers of the client for whatever reason will expire against the contractor in connection with the performance of work by the contractor at least after one year after the moment at which the client became known or could reasonably have known with the existence of these rights and powers.

Article 15: Applicable law and choice of forum

All agreements between client and contractor to which these general terms and conditions apply are governed by Dutch law.
All disputes related to agreements between client and contractor, to which these conditions apply and which do not fall within the competence of the sub-district court, will be settled by the competent court in the district in which the contractor is domiciled.
Contrary to the provisions of paragraph 2, the client and the contractor are authorized to submit disputes to a body for disputes.