Legal

Terms and Conditions: Business (B2B)

These general terms and conditions apply to business customers (Customers acting in the exercise of a profession or business). If you are a consumer, the consumer terms apply instead. Use the switch above to view them.

Last updated: 28 June 2026.

Article 1: Definitions

In these general terms and conditions (algemene voorwaarden) the following terms have the meaning set out below, in both the singular and the plural:

Soveryne: Soveryne B.V., registered in the Dutch commercial register of the Chamber of Commerce (Kamer van Koophandel) under KvK number 42030650, having its seat in Gouda, the user of these terms.
Customer: the legal entity or the natural person acting in the exercise of a profession or business that enters into an Agreement with Soveryne or receives an offer or proposal to that end. These terms are intended exclusively for business customers and not for consumers.
Parties: Soveryne and the Customer jointly; Party: each of them separately.
Agreement: any agreement between Soveryne and the Customer relating to the Services, including all annexes and subsequent amendments.
Services: the performances to be provided by Soveryne, including the SaaS Service, cybersecurity services, advisory, implementation, management and support services.
SaaS Service: the software that Soveryne makes available remotely as a cloud service (software-as-a-service) and that the Customer uses via the internet, without any copy of the software being transferred to the Customer.
Cybersecurity Services: information-security services, including vulnerability management, penetration testing, security advisory and incident response.
Documentation: the user, technical or functional documentation provided by Soveryne in connection with the Services.
Intellectual Property Rights / IP Rights: all intellectual property rights and related rights, including copyright, database rights, trade mark rights, trade name rights, patent rights and know-how.
Holding: Little Bit & Bytes B.V., the holding company within the group to which Soveryne belongs and which holds (part of) the IP Rights and licenses them to Soveryne.
Confidential Information: all information marked as confidential or which the receiving Party should reasonably understand to be confidential.
Data Processing Agreement / DPA: the data processing agreement (verwerkersovereenkomst) between the Parties within the meaning of the GDPR.
GDPR / AVG: Regulation (EU) 2016/679 (General Data Protection Regulation).
In Writing: by letter or e-mail or by electronic means, provided origin and integrity are sufficiently established.

Article 2: Applicability and order of precedence

These general terms apply to all quotations, offers, Agreements and (legal) acts between Soveryne and the Customer relating to the Services.
The applicability of any purchasing or other terms used by the Customer is expressly rejected. A reference by the Customer to its own terms is not accepted by Soveryne (cf. article 6:225 of the Dutch Civil Code (Burgerlijk Wetboek, “BW”), the battle of forms); Soveryne’s first reference to these terms prevails and the Customer’s terms expressly do not apply.
In the event of conflict between documents, the following order of precedence applies, with the document mentioned higher prevailing:
1. the individually agreed written Agreement (including a signed order confirmation or order form);
2. any service level agreement (SLA) and the DPA;
3. these general terms and conditions;
4. the Documentation and other annexes.
Deviations from these terms apply only if and to the extent agreed In Writing and only for the relevant Agreement.
If any provision of these terms is null and void or voidable, the remaining provisions remain in force and the Parties will consult on a replacement provision that approximates the intent of the original as closely as possible.

Article 3: Making the terms available and acceptance (incorporation)

Soveryne makes these terms available to the Customer before or upon conclusion of the Agreement, by hand or by electronic means, in accordance with articles 6:233 and 6:234 BW.
For Agreements concluded by electronic means, Soveryne makes the terms available in such a way that the Customer can store them and consult them at a later time (article 6:234 BW). If providing the terms is not reasonably possible, Soveryne states where the terms can be consulted electronically and that they will be sent free of charge on request.
The Customer accepts these terms by concluding the Agreement, placing an order, accepting an offer or using the Services.

Article 4: Offers, quotations and formation

All offers and quotations from Soveryne are without obligation (vrijblijvend) unless expressly stated otherwise, and are valid for 14 days.
Obvious errors or clerical mistakes in an offer do not bind Soveryne.
The Agreement is formed when Soveryne has accepted or confirmed the order In Writing, or has commenced performance.
Soveryne is entitled to have (part of) the Services performed by third parties it engages, including cloud providers and other suppliers.

Article 5: Prices, indexation, invoicing, VAT and payment

All prices are in euros and exclusive of VAT and other government-imposed levies, unless stated otherwise.
Indexation: Soveryne is entitled to adjust the applicable rates annually as of 1 January each year, in line with the CBS price index for commercial services / IT (Dienstenprijzen, category J62), and not the consumer price index, without prejudice to the right to adjust on other grounds under article 14. Where annual indexation exceeds 5%, the Customer may terminate the Agreement in writing as at the effective date of the increase.
Invoicing takes place annually in advance, in accordance with the Agreement.
Payment is made within 30 days of the invoice date, without suspension, discount or set-off.
On late payment the Customer is in default (verzuim) by operation of law, without any further notice of default (ingebrekestelling) being required. From the due date the Customer owes the statutory commercial interest (article 6:119a BW) and the extrajudicial collection costs under article 6:96 BW.
In the event of late or incomplete payment Soveryne is entitled to suspend the Services in whole or in part or to restrict access, after notifying the Customer, without prejudice to its other rights.

Article 6: Delivery and performance

Soveryne will use its best efforts to perform the Services with due care; save for an express warranty or a separate SLA, Soveryne’s obligations are best-efforts obligations (inspanningsverbintenissen).
Stated delivery, completion and performance periods are indicative and are not strict deadlines (fatale termijnen) unless expressly agreed otherwise In Writing.
The availability of the SaaS Service is, where applicable, governed by the SLA. Outside an SLA, Soveryne does not warrant uninterrupted or error-free availability; planned maintenance is announced in advance where reasonably possible.
Cybersecurity Services aim to reduce risk; Soveryne does not warrant that incidents, breaches or vulnerabilities will be entirely prevented or detected.

Article 7: Obligations of the Customer

The Customer provides in good time all data, access and cooperation reasonably required for performance of the Services and warrants the accuracy thereof.
The Customer is responsible for managing and keeping secret its access credentials and accounts and for the use of the Services by its users.
The Customer uses the Services only in accordance with the Agreement, the Documentation, any acceptable use policy and applicable laws and regulations.
The Customer indemnifies Soveryne against third-party claims arising from use of the Services by or on behalf of the Customer in breach of this article.

Article 8: Intellectual property

All IP Rights in the SaaS Service, the underlying software, the Documentation and all other materials made available by Soveryne vest in Soveryne, the Holding or their licensors. Nothing in the Agreement constitutes a transfer of IP Rights; only a right of use (licence) is granted.
For the term of the Agreement Soveryne grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Services for its own business operations, within the agreed scope.
The Customer may not copy, decompile or reverse engineer the software, save for mandatory statutory exceptions.
To the extent the Customer contributes data or materials, the Customer retains the IP Rights therein and grants Soveryne a right of use to the extent necessary for performance of the Services.

Article 9: Confidentiality

The Parties treat the other Party’s Confidential Information confidentially and use it only for performance of the Agreement.
The confidentiality obligation does not apply to information that is demonstrably publicly known, lawfully obtained without a confidentiality obligation, or that must be disclosed under law or court order.
This obligation remains in force for 5 years after the end of the Agreement.

Article 10: Privacy and data protection (GDPR/AVG)

To the extent Soveryne processes personal data on behalf of the Customer in performing the Services, the Customer acts as controller and Soveryne as processor within the meaning of the GDPR.
The Parties conclude a Data Processing Agreement (DPA) for that purpose, available at soveryne.com/dpa. The DPA prevails over these terms in respect of the processing of personal data.
The processing and the rights of data subjects are further explained in the privacy statement.

Article 11: Warranties

Soveryne warrants that the Services are provided with the care that may be expected of a reasonably competent and reasonably acting service provider.
Save for the warranties expressly set out in the Agreement or SLA, the Services are provided “as is” and Soveryne gives no further warranties, express or implied.
No guarantee of a secure environment. The Services are an obligation of means (inspanningsverbintenis). Soveryne does not guarantee that systems are or will be secure or immune, and is not liable for security incidents, breaches, intrusions or attacks occurring after delivery or exploiting vulnerabilities outside Soveryne’s documented scope of work.

Article 12: Liability

Soveryne’s total liability for attributable failures or on any other ground is limited, per event (a series of related events counting as one event) and per calendar year, to the fees paid by the Customer in the 12 (twelve) months preceding the event giving rise to liability.
In addition to the per-event and per-year limit above, Soveryne’s aggregate liability under or in connection with the Agreement shall in no event exceed EUR 500,000 in total.
Liability for damage due to death or personal injury is limited to EUR 1,250,000 per event, which limit applies instead of the limits above for such damage.
Soveryne is not liable for indirect damage, including consequential loss, lost profit, lost savings, loss or corruption of data, reputational harm and damage from business interruption.
The exclusions and limitations in this article do not apply if and to the extent the damage results from intent or conscious recklessness (opzet of bewuste roekeloosheid) on the part of Soveryne or its management.
A precondition for any right to compensation is that the Customer, promptly after discovery, gives Soveryne a written notice of default (ingebrekestelling) allowing a reasonable period for performance, unless performance is already permanently impossible. Any claim lapses if not brought before the court within 12 (twelve) months of arising.

Article 13: Force majeure (overmacht)

Neither Party is obliged to perform an obligation if prevented from doing so by force majeure (overmacht, article 6:75 BW). Force majeure includes: failures or outages of internet, telecommunications or energy, shortcomings of suppliers and cloud providers, cyberattacks (including DDoS), third-party data breaches, government measures, pandemics and strikes.
During force majeure the obligations are suspended. If the force majeure lasts longer than 60 days, either Party may rescind the Agreement In Writing for the part that cannot be performed, without any obligation to pay damages.

Article 14: Term, renewal, suspension and termination

The Agreement is entered into for the agreed term. Failing that, a term of 1 (one) year applies.
Save for timely notice of termination, the Agreement is each time tacitly renewed for 1 (one) year. Termination is given In Writing as at the end of the current term, observing a notice period of 3 (three) months.
Soveryne is entitled to suspend its obligations or to rescind the Agreement in whole or in part if the Customer is in breach and, where required, is in default (verzuim) after a notice of default (ingebrekestelling).
Either Party may rescind the Agreement with immediate effect In Writing if the other Party applies for suspension of payments, is declared bankrupt or ceases its business.
On termination the Customer ceases use of the Services. On request, Soveryne provides reasonable assistance for 30 days with the export or return of customer data, after which Soveryne may delete it, subject to statutory retention obligations.

Article 15: Complaints

Complaints about the Services or an invoice are reported to Soveryne In Writing and with sufficient specificity within 30 days of discovery.
Submitting a complaint does not suspend the Customer’s payment obligations.

Article 16: Amendment of the terms

Soveryne is entitled to amend these general terms and the Services. Amendments are notified to the Customer In Writing at least 30 days before they take effect.
If an amendment materially and adversely affects the Customer’s position, the Customer may terminate the Agreement In Writing as at the effective date, unless the amendment results from laws or regulations.
In performing and interpreting the Agreement the Parties observe the requirements of reasonableness and fairness (redelijkheid en billijkheid, article 6:248 BW).

Article 17: Governing law and competent court

The Agreement and these terms are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.
Disputes are submitted exclusively to the competent court of Rechtbank Den Haag, without prejudice to Soveryne’s right to summon the Customer before the otherwise competent court.
Language precedence: in case of any discrepancy between the Dutch and English texts, the Dutch text prevails.