General terms and conditions Koninklijke Boom uitgevers (corporate)

Article 1 – Definitions

In these Terms and Conditions, the following definitions shall apply:

AI Service
A Digital Service of Boom uitgevers which, using artificial intelligence and any additional techniques, provides functionalities for processing, analysing or generating information based on Digital Content and/or public sources and AI Input, including but not limited to answering questions, searching information and creating supporting or educational content.

AI Input
All data, texts, questions, prompts, selections of Digital Content and other information that the Customer enters or causes to be entered via an AI Service.

AI Output
All texts, images, suggestions, summaries, explanations, questions, answers and other results generated by an AI Service on the basis of the AI Input.

Subscription
An Agreement whereby Boom uitgevers undertakes to supply Content and/or provide a Service to the Customer periodically during the subscription period, until the moment of regular termination by the Customer or termination by Boom uitgevers. A Subscription may also consist of an additional Service provided in combination with a Digital Service.

Content
All works and other material, in whatever form, whether or not digital, published by Boom uitgevers or third parties and sold or made available by Boom uitgevers, whether or not online, including books, e-books, journals, articles, calendars, step-by-step plans, tests, questionnaires, learning materials, courses, examinations and databases.

Credits
The credits to be provided by Boom uitgevers to the Customer against payment, with which the Customer can make use of Digital Services.

Service
A service offered by Boom uitgevers that Boom uitgevers performs on behalf of and/or for the benefit of the Customer, including, but not limited to, a Digital Service and an Event.

Digital Content
All Content made available in digital form, including Content provided as a digital copy (download) or made available for use by means of a Digital Service (licence).

Digital Service
A Service whereby Boom uitgevers, via an electronic communications network and/or software, available online or offline, via a website, app or otherwise, grants the Customer access to Digital Content and provides possible additional functionalities.

Event
A training course, course, workshop, seminar, teachers’ day or comparable service.

User
A natural person who, pursuant to the Agreement or these Terms and Conditions, has the right to make use of a Digital Service.

Customer
The natural person or legal entity, acting for purposes relating to its trade, business, craft or professional activity, who enters into an Agreement with Boom uitgevers.

Agreement
The agreement between Boom uitgevers and the Customer relating to the sale or making available of Content and/or a Service in whatever form and in whatever manner.

Token / Access Code
A means of verification whereby Boom uitgevers provides the Customer with a unique numeric or alphanumeric code (“activation code”) with which the Customer can gain access to Digital Services.

Terms and Conditions
These general terms and conditions.

Article 2 – Identity of Boom uitgevers

Koninklijke Boom uitgevers B.V., Stationsweg 66, 7941 HG Meppel, The Netherlands, www.boom.nl

Koninklijke Boom uitgevers B.V., as well as its subsidiaries:

• Boom uitgevers Amsterdam B.V., Prinsengracht 747–751, 1017 JX Amsterdam
• Boom uitgevers Den Haag B.V., Hofweg 9d, 2511 AA Den Haag
• Boom Beroepsonderwijs B.V., Stationsweg 66, 7941 HG Meppel
• Boom Voortgezet Onderwijs B.V., Stationsweg 66, 7941 HG Meppel
• Lemion B.V., Prinsengracht 747–751, 1017 JX Amsterdam

Article 3 – Applicability and amendment of the Terms and Conditions

1. The Terms and Conditions apply to all Agreements between Boom uitgevers and the Customer. The Terms and Conditions are easily accessible electronically via the websites of Boom uitgevers and will be sent free of charge without delay upon request.

2. Any terms and conditions used by the Customer are expressly rejected by Boom uitgevers and do not form part of the Agreement, unless Boom uitgevers has expressly accepted such terms and conditions in writing.

3. Boom uitgevers is entitled to amend the Terms and Conditions. Amendments to the Terms and Conditions shall also apply to existing Agreements. Boom uitgevers shall announce amendments to the Terms and Conditions prior to their entry into force, for example via its website and/or newsletters. The amended Terms and Conditions shall enter into force two weeks after announcement, or at such later date as specified in the announcement.

Article 4 – Offer, order and conclusion of the Agreement

1. All offers of Boom uitgevers are without obligation and apply exclusively as an invitation to make an offer. The order placed by the Customer shall constitute the offer. The Customer makes the offer by placing an order or submitting a request, on the basis of an offer, for the supply of Content or a Service.

2. The Agreement is concluded by written acceptance by Boom uitgevers of an order or request of the Customer or by actual performance by Boom uitgevers of the Agreement to which the order relates. Boom uitgevers is at all times free to refuse an order or a request of the Customer.

3. For the purposes of the Terms and Conditions, an electronic message shall be deemed equivalent to a written message.

4. Articles 6:227b paragraph 1 and 6:227c of the Dutch Civil Code are expressly excluded.

Article 5 – Price, invoicing and payment

1. Delivery of Content and Services shall take place at the prices and rates stated at the time the Agreement is concluded. All prices applied by Boom uitgevers are exclusive of VAT and exclusive of shipping and administration costs, unless expressly stated otherwise.

2. Boom uitgevers may amend prices and rates. Amended prices and rates shall apply from the moment they are stated.

3. Payment by the Customer must be made no later than fourteen (14) days after the moment the Agreement is concluded, to the bank and/or giro account designated by Boom uitgevers, unless advance payment has been made by credit card, iDEAL or another payment method permitted by Boom uitgevers. If the parties, by way of deviation from the foregoing, agree on payment in instalments, this shall not affect the Customer’s obligation to pay the full invoice amount to the Supplier. In the event that payment of an instalment is not made, the full amount shall become immediately due and payable without prior notice of default.

4. Exceeding a payment term by the Customer shall result in default by operation of law, without any notice of default being required. In the event of exceeding a payment term, Boom uitgevers is entitled to charge default interest of one per cent (1%) of the outstanding amount per month or part thereof, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate shall be due. The Customer shall be liable for all judicial and extrajudicial costs incurred by Boom uitgevers for the collection of invoices, with a minimum of fifteen per cent (15%) of the outstanding invoice amount including interest due.

5. The Customer is not entitled to suspend its payment obligations. The Customer is not permitted to set off any payment obligation towards Boom uitgevers, on whatever grounds, against any claim of the Customer on Boom uitgevers.

6. Boom uitgevers is entitled to suspend performance of any obligation, including but not limited to the delivery of Content or Services to the Customer, for as long as the Customer has not fulfilled all its (payment) obligations towards Boom uitgevers, on whatever grounds. Boom uitgevers shall not be liable for any damage arising as a result of the exercise of a right of suspension.

Article 6 – Warranty and returns

1. Boom uitgevers warrants that the Content and Services comply with the Agreement, the specifications stated in the offers, the reasonable requirements of soundness and/or usability, and the statutory requirements applicable on the date the Agreement is concluded. Boom uitgevers cannot, however, guarantee the accuracy and/or completeness of the Content or Services.

2. The Customer is entitled to return Content delivered on a physical medium to Boom uitgevers within seven (7) days after receipt. Boom uitgevers shall accept returns only if the physical medium is unused, undamaged and accompanied by the original delivery note or invoice, and if the Customer states the reason for the return in writing.

3. If the return meets the conditions referred to in paragraph 2 of this Article, Boom uitgevers shall refund the amount paid by the Customer, including any shipping costs for the outward shipment, after receipt of the return. The costs of the return shipment shall be borne by the Customer. In the event of a partial return, any shipping costs for the outward shipment shall not be refunded.

4. Digital Content that is made available as a digital copy (download) or by means of a Digital Service, as well as Content produced in accordance with the Customer’s specifications, including Printing on Demand (POD), cannot be returned.

5. By way of deviation from the foregoing, orders placed by distributors, bookshops and retailers are expressly excluded from any right of return. If Boom uitgevers nevertheless permits returns in a specific case, conditions may be attached thereto.

Article 7 – Complaints

1. The Customer must inspect the Content and/or Services delivered immediately upon delivery for any deficiencies and must submit complaints regarding the delivered Content and/or Services to Boom uitgevers in writing within seven (7) working days after delivery, accompanied by a clear and complete explanation. Boom uitgevers shall handle the complaint in accordance with its applicable complaints procedure.
   In the absence of a timely complaint, any claim against Boom uitgevers in respect of defects in the delivered Content and/or Services shall lapse.

2. Complaints shall be answered within a period of fourteen (14) days from the date of receipt. If a complaint requires a foreseeably longer processing time, Boom uitgevers shall respond within the fourteen (14)-day period with an acknowledgement of receipt and an indication of when the Customer can expect a more detailed response.

3. Submission of a complaint does not suspend the Customer’s payment obligations.

Article 8 – Delivery, performance and risk

1. Delivery of Content and hardware shall take place by:
   a) delivery of the physical carrier on which the Content is contained to the address specified by the Customer for that purpose; or
   b) online provision, possibly via a personal Token, an Access Code or another means of verification, in the case of Digital Content.

2. From the moment of delivery of the Content or movable property, the risk of loss or damage rests with the Customer.

3. Boom uitgevers shall use its best efforts to (have) deliver Content to the Customer within five (5) working days, or within another period applicable to the Content, after the Agreement has been concluded. This period is expressly a target period and not a strict deadline.

4. Boom uitgevers retains ownership of all movable property delivered to the Customer until the Customer has fully complied with all obligations towards Boom uitgevers, whether present or future, on whatever grounds. This constitutes a so-called extended or prolonged retention of title.

Article 9 – Availability of Digital Services

1. Boom uitgevers aims to ensure optimal availability of Digital Services, but cannot provide any guarantee with regard to their availability.

2. Boom uitgevers shall, as far as possible, carry out necessary maintenance that may affect the availability of Digital Services outside normal working hours.

3. Digital Services, including the software used for such Services, are made available to the Customer in the condition in which they are at the time of delivery (“as is”), without any warranty. Boom uitgevers does not warrant that the Digital Services are fit for a particular purpose, free from errors, will operate without interruption, or that defects in the software used for the Digital Services will always be corrected.

4. Temporarily reduced access to or availability of Digital Services does not entitle the Customer to suspend payment of the fees due. The Customer is not entitled to a refund of any fees paid if there is temporarily no or reduced access to Digital Services.

5. Insofar as technology or software of third parties is required for the use of a Digital Service and Boom uitgevers does not supply such technology or software as an integrated part of a Digital Service, the Customer is responsible for obtaining a right of use thereto under the terms and conditions imposed by the relevant third party.

Article 10 – Access Codes, Tokens and Credits

1. An Access Code or Token is strictly personal. The Customer shall treat the Access Code or Token as strictly personal and confidential. The Customer is not permitted to state the Access Code or Token in publicly accessible places or to provide it to multiple persons or to third parties, unless such provision has been expressly permitted in writing by Boom uitgevers. If the Customer knows or reasonably should know that unauthorised third parties may have access to the Access Code or Token, the Customer shall notify Boom uitgevers thereof without delay.

2. When purchasing certain Digital Services, including tests, the Customer is in some cases required to make use of Tokens and Credits. Tokens are ordered and paid for by the Customer and entitle the Customer to receive Credits. Credits can be entered online in order to obtain access to Content.

3. A Token is issued only once and may only be used by the person or persons authorised to do so pursuant to the Agreement and/or written instructions of Boom uitgevers.

4. The Token is valid for a period of one (1) year after it has been issued by Boom uitgevers. Within this period, the Customer may activate the Credits purchased using the Tokens.

5. The Credits have a validity period of five (5) years from the date on which they are obtained by redemption of the corresponding Token. The Credits must be used within the stated validity period.

6. The Customer forfeits any entitlement to Tokens or Credits that are not redeemed or used within the applicable validity period.

Article 11 – Subscriptions

1. Unless expressly stated otherwise, subscriptions offered by Boom uitgevers are entered into for a period of one (1) year. The Customer may terminate the subscription at any time towards the end of this period, subject to a notice period of one month.

2. After expiry of the initial term or any extension thereof, the subscription shall be tacitly renewed for a period equal to the original term, unless termination takes place. The Customer may terminate the subscription towards the end of the current term, subject to a notice period of one month.

3. By way of deviation from the provisions of Article 5 paragraph 1, prices for subscriptions to journals are exclusive of VAT and inclusive of shipping costs, unless expressly stated otherwise in writing.

4. Termination shall take place in writing or by email. The termination must be addressed to the address of the relevant company with which the subscription was entered into. Address and contact details can be found at:
   https://www.boom.nl/klantenservice/service-informatie

Article 12 – Events

1. Registration for an Event shall take place in writing. Registrations for an Event that takes place exclusively in physical form shall be processed in order of payment following registration. The costs of participation in an Event must be paid in advance, unless otherwise specified for the relevant Event.

2. The cancellation conditions specified for the relevant Event shall apply. If no cancellation conditions are stated for an Event, Boom uitgevers shall charge fifty per cent (50%) of the participation costs if cancellation by the Customer takes place no later than one month before the start of the Event. In the event of cancellation less than one month before the start of the Event, the full participation costs shall be charged. Cancellation must be made in writing.

3. If the Customer is unable to attend the Event, the Customer may allow a substitute to participate in the Event free of charge. If the Event is offered both physically and online, the Customer may exchange physical participation for online participation. This exchange is free of charge and without refund of any difference in price between physical and online participation. Exchanging online participation for physical participation in an Event is only possible if capacity is available and upon payment of the difference in price between physical and online participation in the Event. Boom uitgevers reserves the right to replace announced lecturers or speakers and/or to change the date or time of a Course. In such cases, Boom uitgevers shall inform the Customer thereof in a timely manner.

4. Boom uitgevers applies a minimum number of participants for each Event. If this minimum is not reached, Boom uitgevers is entitled to cancel the relevant Event due to insufficient participation no later than two (2) working days before commencement, without being liable to the Customer for any compensation. Boom uitgevers may also cancel an Event in the event of the absence of a lecturer or for any other reason preventing the Event from taking place, without being liable to the Customer for any compensation. Cancellation shall be made in writing and any participation fees already paid shall be refunded within three (3) weeks.

5. Course materials are provided exclusively for personal use or for use within the Customer’s organisation and may under no circumstances be used commercially. The Customer is not permitted to alter or remove, or cause to be altered or removed, indications of the trade name of Boom uitgevers or other indications of the origin of the course materials.

6. In the case of an online Event where the Customer has access via a personal viewing link, this link is personal and may not be shared with others, unless it concerns a substitute as referred to in paragraph 3 of this Article.

Article 13 – Intellectual property rights

1. All intellectual property rights, including but not limited to copyright, design rights, database rights, trademark rights, trade name rights or patent rights, and other rights in and relating to the Content and/or Services and the related know-how, vest in Boom uitgevers and its licensors.

2. The Customer is not permitted to reproduce, store in an automated data file and/or disclose to the public, in whole or in part and in any manner whatsoever, the Content and/or Services delivered to or made available by Boom uitgevers to the Customer, or results generated through the use of the Content, unless and insofar as this is permitted under the Agreement, these Terms and Conditions or mandatory law, or prior written consent has been obtained from Boom uitgevers.

3. Use of the Content and/or Services for the benefit of (generative) artificial intelligence and/or language models of the Customer or third parties (other than an AI Service of Boom uitgevers), including the use or having the Content or Services used as training, fine-tuning or evaluation data, is not permitted, unless such use is permitted under applicable law, these Terms and Conditions or with the prior written consent of Boom uitgevers. Use of Content or Services for or in connection with an AI Service provided by Boom uitgevers itself is permitted solely within the limits of the applicable terms and conditions, including those set out in Articles 16 and 16a.

4. Nothing in the Agreement or these Terms and Conditions shall be construed as a transfer of any intellectual property rights in or relating to the Content and/or Services.

Article 14 – Right of use of Digital Content

1. All intellectual property rights as referred to in Article 13 paragraph 1 in and relating to Digital Content vest in Boom uitgevers or its licensor(s). The Customer is granted only a non-exclusive, non-transferable and non-sublicensable right of use (licence) in respect of the Digital Content delivered and any software required for its use.

2. The right of use referred to in paragraph 1 is granted for the duration of the Agreement between Boom uitgevers and the Customer and is therefore limited in time. The duration of the right of use is one (1) year, unless Boom uitgevers specifies a different duration in writing. In the case of the purchase of e-books, Boom uitgevers grants the Customer a licence for a period of ten (10) years.

3. Unless expressly stated otherwise, Digital Content may only be consulted and used for the Customer’s own personal and non-commercial use or – in the event that the Customer is a business customer – for internal business purposes.

4. The Customer is not permitted to edit, reproduce, disclose, lend, rent, sell, make available to third parties in any manner whatsoever, or otherwise perform acts in respect of the Digital Content that exceed the scope of the rights of use granted under these Terms and Conditions, except insofar as permitted under the Dutch Copyright Act (Auteurswet).
   The right of use may only be exercised by Users. If the Agreement does not specify who the Users are and how many Users are authorised, the right of use may only be exercised by one (1) User.

5. By way of deviation from the provisions of paragraph 4, the Customer is permitted to disclose or reproduce parts of the Digital Content solely for explanatory purposes in education, insofar as justified by the intended non-commercial purpose, provided that:
   – the Customer qualifies as a non-commercial educational institution;
   – the Customer, insofar as reasonably possible, clearly indicates the source, including the name of the author;
   – the Customer pays a fair remuneration to the author or his successors in title;
   – the other conditions of Article 16 of the Dutch Copyright Act are complied with.

6. For the payment of this fair remuneration, the Customer may apply to the designated collecting societies, such as Stichting PRO and Stichting UVO, or any legal successor thereof.

7. Boom uitgevers or its licensor(s) may take technical measures to protect their intellectual property rights. The Customer is not permitted to remove or circumvent such security measures.

8. Boom uitgevers or its licensor(s) may, insofar as reasonably necessary for the enforcement of intellectual property rights, impose temporary restrictions with regard to the scope of the right of use or the number or type of devices on which the Digital Content may be accessed.

9. If the Customer acts in breach of this Article 14, Boom uitgevers may suspend access to the relevant Digital Content or the Customer’s account with immediate effect, without prejudice to Boom uitgevers’ right to recover from the Customer any damage suffered as a result of or in connection with the breach, including any costs incurred. Boom uitgevers shall not be liable for the consequences of suspending access to the Digital Content or the Customer’s account.

10. Temporarily reduced access to or availability of Digital Content does not entitle the Customer to suspend payment of the fees due. The Customer is not entitled to a refund of any fees paid if there is temporarily no or reduced access to the Digital Content.

Article 15 – Digital Content on a physical medium

1. The Customer is not permitted to place Digital Content that is made available for use on a physical medium into circulation, for example by selling copies online, offering them for sale, renting or lending them.

2. Insofar as an appeal can be made with regard to Digital Content to exhaustion of copyright within the meaning of Article 12b of the Dutch Copyright Act (Auteurswet), the Customer is, by way of deviation from the provisions of paragraph 1, only entitled to place the copy obtained by it into circulation if:
   – the Customer has itself obtained from Boom uitgevers a right of use for an indefinite period in respect of the relevant physical medium;
   – the Customer has paid Boom uitgevers a price corresponding to the economic value of the copy;
   – the Customer transfers both its licence of use and the copy itself and renders its own copy unusable and can demonstrate this.

Article 16 – Use of Digital Services

1. In order to make use of Digital Services, the Customer and Users shall provide their email address and a self-chosen password when creating accounts. If the Customer has the impression that someone else is using its account or that of the Users, the Customer shall notify Boom uitgevers thereof immediately.

2. The Customer is not permitted to make Digital Services available for use by any third party other than Users, unless Boom uitgevers has given prior written consent to do so.

3. The Customer shall itself, at its own expense and risk, provide the equipment, software and other facilities (including data communication facilities) required in order to make use of the software. The Customer is responsible for adequate security and virus protection of its computer systems. Any malfunction in the communication between the Customer and the Digital Service and/or Digital Content outside the infrastructure of Boom uitgevers cannot be attributed to Boom uitgevers. With regard to determining the cause of the malfunction and whether the malfunction occurred within or outside the infrastructure of Boom uitgevers, the Customer accepts that the technical report of Boom uitgevers in this respect shall be decisive.

4. The Customer is not permitted to integrate or merge, in whole or in part, software used in connection with Digital Services into or with software not provided by Boom uitgevers, unless Boom uitgevers has expressly given prior written consent.

5. Decompilation, reverse engineering or any form of translation or modification of software is not permitted, unless and solely insofar as such acts are fully permitted under the Dutch Copyright Act (Auteurswet).

6. It is not permitted to upload viruses or malicious code, to hack or to spam, nor to carry out DDoS attacks.

7. If the Customer is able to add its own content to a Digital Service, the Customer shall be exclusively responsible for such content placed by it within the Digital Services. The Customer warrants that it is authorised to place such content and that it does not infringe any rights of third parties. The Customer indemnifies Boom uitgevers against any claims by third parties in this regard.

8. It is not permitted to place content that is criminal, unlawful, hateful, threatening or pornographic, or that infringes the privacy of others. Conduct contrary to generally accepted standards and values, such as inappropriate and offensive language, racism, prejudice, bullying and intimidation, is not permitted.

9. If the Customer acts in breach of Articles 16 and 16a, Boom uitgevers is entitled to remove content placed by the Customer and/or to suspend access to the Customer’s account for Digital Services with immediate effect, without prejudice to Boom uitgevers’ right to recover from the Customer any damage suffered as a result of or in connection with the breach, including any costs incurred. Boom uitgevers shall not be liable for the consequences of suspending access to the Digital Services.

Article 16a – Use of an AI Service

1. All provisions of these Terms and Conditions, including those relating to the use of Content or Digital Services, apply in full to the use of an AI Service of Boom uitgevers (and the use of Content therein). This Article 16a contains more specific conditions for the use of an AI Service; in the event of any conflict, these specific provisions shall prevail over the more general provisions of these Terms and Conditions.

2. The Customer is aware of and acknowledges that, when using an AI Service of Boom uitgevers, Users communicate with an automated system that makes (partial) use of (generative) artificial intelligence and that AI Output is generated without an employee of Boom uitgevers checking the individual outcome in advance.

3. The Customer acknowledges that an AI Service operates on the basis of complex algorithms and machine-learning techniques, which may occasionally generate incorrect, incomplete or inappropriate information. Boom uitgevers does not warrant that AI Output is accurate or complete or suitable for the purpose intended by the Customer. The Customer and Users must verify AI Output for accuracy, completeness, timeliness and any bias prior to use. The Customer remains fully responsible for the assessment and use of AI Output.

4. AI Output has an informational and supportive character only and does not qualify as legal, tax, medical, educational, HR, compliance or other professional advice. AI Output therefore does not constitute a binding explanation or undertaking of Boom uitgevers and cannot be regarded as “advice” within the meaning of an advisory agreement.

5. The Customer is and remains fully responsible for any decision or action that is (partly) based on AI Output. The Customer shall ensure that AI Output is always assessed by a knowledgeable employee within its organisation before any legal consequences arise or important decisions are taken. The Customer warrants that an AI Service is not used for automated assessments of individuals, such as in relation to study performance or examinations.

6. To the extent permitted by law, any liability of Boom uitgevers for damage arising from or related to the use of an AI Service or AI Output is excluded. If this exclusion does not hold up in court, the limitation of liability set out in Article 18 shall apply in full.

7. The Customer shall ensure that Users do not enter any personal data, any special categories of personal data within the meaning of the GDPR, or any confidential business information of its own organisation or of third parties when using an AI Service. The Customer shall limit AI Input as much as possible to information that is necessary for the use of the relevant AI Service and for which the Customer has the right to use such information.

8. The Customer warrants that AI Input does not infringe any rights of third parties and is not unlawful or contrary to the law or these Terms and Conditions, and indemnifies Boom uitgevers against any claims of third parties arising from the use of AI Input or the use of AI Output by or on behalf of the Customer.

9. The Customer and Users are not permitted to deploy or use an AI Service in a manner prohibited by law, such as the application of subliminal influence techniques or the generation or manipulation of image, audio or video material using an AI Service with the aim of misleading persons as to its authenticity (deepfakes), or using such material in a way that creates a false impression of reality for the recipient.

10. AI Output may only be used in the context of the Customer’s normal business activities and within the limits of the licence granted to the Customer for the relevant Digital Content. The Customer is not permitted to use AI Output:
    a) as such, in substantial quantities and/or largely unmodified, to trade, license or otherwise independently commercially exploit it as a separate product or service;
    b) to systematically or on a large scale reproduce or distribute it to third parties in a manner that amounts to (re)publishing or making available the Digital Content or an AI Service of Boom uitgevers;
    c) to use it as a (training) dataset or input for the development, training or (re)training of (generative) artificial-intelligence or language models of the Customer or third parties;
    d) to combine it with or incorporate it into a service that is primarily aimed at replacing the functionality of an AI Service or Digital Content of Boom uitgevers.

11. The Customer shall transparently inform its Users when using an AI Service. This includes providing clear disclaimers about the limitations and capabilities of the AI Service, where relevant. The Customer shall also inform its Users of the rules included in these Terms and Conditions that apply to the use of an AI Service.

12. Boom uitgevers is entitled to process aggregated, anonymised or pseudonymised data resulting from the use of an AI Service for the purposes of maintenance, security and improvement of its Services, insofar as permitted under applicable laws and regulations and the privacy statement of Boom uitgevers.

13. Boom uitgevers endeavours to develop and offer AI Services in accordance with applicable laws and regulations, including – where applicable – the AI Regulation (AI Act), and takes appropriate measures in the areas of transparency, data protection, security and monitoring.

Article 17 – Privacy

1. In the context of the delivery of Content and Services, Boom uitgevers processes personal data. Personal data are processed as described in the privacy statement of Boom uitgevers and in accordance with applicable laws and regulations.

2. In the context of the customer relationship, Boom uitgevers may process personal data of employees or other persons under the direct authority of the Customer. The Customer shall ensure that the persons concerned are informed of such processing.

3. Insofar as Boom uitgevers, in the context of the delivery of Content and Services, processes personal data in the capacity of processor on behalf of the Customer as controller within the meaning of the GDPR, the parties shall enter into a data processing agreement. This data processing agreement forms an integral part of the Agreement.

Article 18 – Liability

1. Boom uitgevers shall not be liable for consequential damage suffered by the Customer, including, but not limited to, loss of profit, reputational damage and claims of third parties.

2. The liability of Boom uitgevers is limited to the amount paid out in the relevant case under the insurance of Boom uitgevers, increased by the deductible that, pursuant to the policy conditions of that insurance, is borne by Boom uitgevers in the relevant case. The Customer’s claim for payment of damages shall only become due after the insurer of Boom uitgevers has provided a definitive position with regard to the claim. Boom uitgevers may decide to settle claims that remain below the amount referred to in Article 3 itself and not submit them to the insurer.

3. If no payment is made under the insurance referred to in the previous paragraph, for whatever reason, the liability of Boom uitgevers shall be limited to the total amounts invoiced to the Customer in the past twelve (12) months, with a maximum of EUR 10,000.

4. The limitation of liability shall not apply if there is intent or deliberate recklessness on the part of Boom uitgevers.

Article 19 – Force majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure to perform cannot be attributed to Boom uitgevers in the event of circumstances beyond the control of Boom uitgevers, including war, threat of war, mobilisation, riots, (labour) strikes or lockouts, fire, flooding, illness and/or accident of its personnel, pandemic, computer failures, business interruptions and reduced production, shortages of raw materials or packaging materials, transport delays, judicial intervention, import restrictions or other restrictive measures imposed by governmental authorities, as well as any other impediment that does not depend exclusively on the will of Boom uitgevers, such as non-delivery or late delivery of goods and services by third parties engaged by Boom uitgevers.

2. In such a case, if in the reasonable opinion of Boom uitgevers performance is not or will not be possible as a result of force majeure, Boom uitgevers shall have the right to terminate the Agreement in whole or in part, or to suspend performance of the Agreement temporarily. Suspension and termination shall not give rise to any obligation to pay compensation, even if Boom uitgevers derives any benefit therefrom.

Article 20 – Termination of the Agreement

1. Boom uitgevers may, without prior notice of default and without being liable to pay any compensation or payment, terminate the Agreement in whole or in part in writing if:
   a. the Customer acts in breach of the Agreement and the Terms and Conditions;
   b. the Customer infringes any intellectual property right relating to the Content;
   c. suspension of payments has been granted to the Customer;
   d. an application for bankruptcy has been filed in respect of the Customer;
   e. in respect of the Customer, being a natural person, the Dutch Debt Restructuring (Natural Persons) Act (Wet schuldsanering natuurlijke personen) is applied;
   f. the business of the Customer is dissolved, liquidated, otherwise terminated and/or transferred to a third party without the prior written consent of Boom uitgevers.

2. The provisions of paragraph 1 of this Article do not affect the possibility of termination on the basis of statutory law.

3. In the event of termination of the Agreement, all payments owed by the Customer to Boom uitgevers shall become immediately and fully due and payable.

4. Termination of the Agreement shall result in the immediate termination of the Customer’s rights to use the Content and/or Services.

5. Boom uitgevers is at all times entitled to terminate the Agreement subject to a notice period of one (1) month, unless otherwise stipulated in the Agreement.

Article 21 – Miscellaneous

1. If any provision of the Terms and Conditions is or becomes wholly or partially invalid or unenforceable, the remaining provisions shall remain in full force and effect. In such case, the invalid or unenforceable provision shall be deemed to be replaced by a provision that is enforceable and deviates as little as possible from the content and intent of the original provision.

2. Boom uitgevers is entitled to assign its rights and/or obligations under the Agreement concluded with the Customer to its subsidiaries and/or group companies, or to legal successors, as a result of which Boom uitgevers shall be discharged from its obligations towards the Customer. The Customer is obliged, at the first request of Boom uitgevers, to provide all cooperation necessary for such assignment.

3. Rights of the Customer under the Agreement may not be assigned without the prior written consent of Boom uitgevers. This provision has proprietary effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.

4. The Agreement shall be governed by Dutch law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

5. All disputes arising from or in connection with the Agreements shall be submitted exclusively to the competent court in Amsterdam.