---
title: "General terms and conditions"
date: 2025-05-23
author: "Jeroen Moolenschot"
---

# General terms and conditions

[Read the full terms and conditions here](#totaal)

 
## Joomill general terms and conditions - in plain English

 
### What you get from Joomill

 Joomill delivers websites, web design, hosting, domains, software, extensions and courses. This is done professionally, but Joomill may engage third parties without your permission.

 There is a three-month guarantee on what is delivered. For hosting, Joomill aims for 99% uptime per month, but outages on the side of data centres or third parties are not covered.

 
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### What is expected of you

 **Pay.** Within 30 days of the invoice. If you don't, statutory commercial interest automatically accrues. Objecting to an invoice doesn't mean you don't have to pay it.

 **Collaborate.** Joomill needs your input, materials and access data to work. If you fail to provide these or provide them too late, the consequences are yours.

 **Reacting after completion.** After the Ready notification, you have 30 days to provide feedback. If you fail to do so, a standby fee of €20/month will kick in for the cost of the development environment. After 3 months of no response, Joomill may close the development environment and the work will be considered completed. You will then still pay the full amount.

 
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### Offers and prices

 An offer is valid for 30 days. Prices are always exclusive of VAT. Joomill may index annually based on the CBS-CPI and does not need permission to do so. If the price rises by more than 10% other than indexation within three months of signing, you may dissolve the agreement.

 
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### Maintenance contract and licences

 Every website that Joomill delivers is standard combined with a maintenance contract, unless explicitly stated otherwise in the offer. This contract includes the costs for maintenance work as well as the management of licences for extensions, templates and plugins from third parties. If you terminate the maintenance contract, these licences will automatically end as well. From that moment on, you are responsible for updates, licences and maintenance. Joomill is not liable for what goes wrong afterwards.

 
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### Cancellation

 Hosting and service contracts must be cancelled in writing with at least one month's notice. If you fail to do so on time, the contract will automatically roll over. One-off assignments such as building a website or a course cannot be cancelled after the start. What has already been done will simply be invoiced.

 
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### Liability

 Joomill is only liable for direct damage, up to the invoice value of the job in question. For ongoing contracts, this is a maximum of three months' worth of invoices. Consequential damage, lost profits, loss of data: all of these are excluded. You are responsible for the content on your own website.

 
---

 
### Intellectual property

 Everything Joomill makes remains the property of Joomill, unless you make separate written agreements about it. After full payment, you get a usage licence. Extensions are always a licence, never property. Source code of customisation is included as standard and is open source.

 
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### Personal data

 If Joomill processes personal data for you, then Joomill only does so for the agreed purposes. You remain ultimately responsible. In case of a data breach Joomill informs you as soon as possible, you do the reporting to the authorities.

 
---

 
### Disputes

 First you try to find a solution together. If this is not possible within 30 days, the Court of Zeeland-West Brabant is competent. Dutch law applies.

  

 
## Joomill general terms and conditions

  ### Article 1. Definitions

 The following terms are used in these general terms and conditions:

 
|  |  |
| --- | --- |
| Joomill | The company Joomill, established and having its registered office in Waalwijk, the Netherlands, registered with the Chamber of Commerce under number 52630110. |
| Client | Any natural person or legal entity acting in the exercise of a profession or business and concluding or wishing to conclude an agreement with Joomill. |
| Agreement | Any agreement concluded between Joomill and the Client, including amendments and supplements thereto. |
| Services | All products and services to be provided by Joomill, including but not limited to web development, web design, hosting, domain registration, service contracts, software licences, extensions and courses. |
| Maintenance Contract | The agreement whereby Joomill undertakes to carry out periodic maintenance work on a website or web application provided by Joomill, including the management of licences for third-party software components, as further described in the quotation. |
| Written | Written or electronic, which also includes by e-mail, provided that the identity of the sender and the integrity of the message are sufficiently established. |
| Intellectual property | All intellectual property rights, including copyrights, database rights, trademark rights, design rights, patent rights and know-how. |
| Personal data | All information about an identified or identifiable natural person, as referred to in the AVG. |
| GDPR | Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation), as well as its implementing legislation. |
| GNU GPL | The GNU General Public License version 2 or higher (GPL v2+), as published by the Free Software Foundation, available at gnu.org/licenses/gpl.html. The GNU GPL requires anyone who further distributes the code or incorporates it into a larger work to also make that work available under the GNU GPL. |
| Open Source Licence | The GNU GPL, applies to all PHP code, components, modules and plugins developed by Joomill for the CMS. This licence obligation arises directly from the licence conditions of the platform itself and applies regardless of any agreements to the contrary between the parties. |

  ### Article 2. Applicability and scope

 
1. These general terms and conditions apply to all offers, quotations and agreements of Joomill.
2. These terms and conditions apply exclusively to agreements with Clients acting in the course of a profession or business. Joomill assumes when concluding an agreement that the other party is acting as such. If the other party turns out to be a consumer, Joomill will consult on different, applicable conditions.
3. Deviations from these terms and conditions are only valid if and insofar as expressly agreed in writing.
4. The applicability of general terms and conditions of the Client is expressly rejected, unless Joomill expressly accepts them in writing.
5. If one or more provisions of these terms and conditions are null and void or annulled, the other provisions shall remain in full force. In that case the parties shall consult to agree a replacement provision which approximates the purpose and purport of the original provision as closely as possible.
6. The fact that Joomill does not always require strict compliance with these terms and conditions does not imply that the provisions thereof do not apply or that Joomill loses the right to require strict compliance in future cases.
7. By accepting these terms, the Client also agrees to receive invoices electronically.
8. By entering into the agreement, the Client declares to have taken cognisance of the fact that Joomill works on the basis of a CMS, whose core components and all associated PHP code are licensed under the GNU GPL. As a result, PHP code developed by Joomill on behalf of Joomill and working in conjunction with the core of the CMS is, by operation of law, also covered by the GNU GPL. The Client acknowledges that it cannot unilaterally exclude the obligations arising from the GNU GPL, in particular the obligation to make source code available upon distribution to third parties. The GPL distribution obligation only becomes active at the moment the Client distributes the software to third parties outside its own organisation; internal use within its own organisation or for its own website is not included.

  ### Article 3. Quotations and offers

 
1. All Joomill's quotations are without obligation and automatically expire 30 days after the quotation date, unless otherwise indicated in writing.
2. Joomill cannot be held to a quotation or offer if the Client could reasonably have understood that the quotation or offer, or any part thereof, contains an obvious mistake or clerical error.
3. Prices in quotations are exclusive of VAT and other government levies, unless expressly stated otherwise. Any travel, accommodation, shipping and administration costs are also not included in the price, unless expressly stated otherwise.
4. A composite quotation does not oblige Joomill to perform part of the assignment at a corresponding part of the stated price.
5. A quotation or offer does not automatically apply to future assignments.
6. Joomill is only bound to its offer after the Client has accepted it in writing within the validity period of 30 days, and Joomill has confirmed the acceptance in writing.
7. Delivery times and other terms mentioned in offers are indicative and explicitly not binding, unless otherwise agreed in writing.

  ### Article 4. Contract duration

 
1. The agreement is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
2. The durations of specific services (hosting, service contracts, licences) are laid down in the relevant agreement or quotation and may deviate from paragraph 4.1.

  ### Article 5. Execution of the agreement

 
1. Joomill shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Joomill is entitled to have certain work carried out by third parties, without the prior consent of the Client.
3. The Client is obliged to provide all information, co-operation, materials and access data required by Joomill for the execution of the agreement in a timely and complete manner. Joomill is not liable for damage caused by the fact that the Client has provided incorrect or incomplete data.
4. Joomill is entitled to execute the agreement in phases and to invoice the part executed per phase separately.
5. If the agreement is executed in phases, Joomill may suspend the execution of a subsequent phase until the Client has approved the results of the preceding phase in writing.
6. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

  ### Article 6. Delivery period

 
1. An agreed or stated delivery period is never a deadline. If this term is exceeded, the Client must give Joomill written notice of default, whereby Joomill is offered a reasonable period of time to still comply.
2. The delivery term commences after Joomill has received all necessary information, materials and any down payment from the Client.
3. Joomill is not liable for damage caused by a delivery term being exceeded as a result of circumstances beyond Joomill's control.

  ### Article 7. Delivery and acceptance

 
1. The Client is obliged to take delivery of the delivered goods or services at the moment they are made available.
2. If the Client refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the goods or services will be stored or kept available at the Client's risk. All additional costs, including storage costs, shall be borne by the Customer.
3. Delivered websites, applications or other digital products shall be deemed to be accepted if the Customer does not object in writing, stating reasons, within 14 calendar days after delivery. After acceptance, warranty shall apply in accordance with article 18.
4. Minor deviations from the agreement that are considered reasonable according to common sense shall not give cause for refusal of acceptance.
5. After completion of the agreed work, Joomill shall notify the Client of this in writing (hereinafter: "Completion Notification").The Completion Notice shall constitute formal acceptance of the work by Joomill.
6. After the Completion Notice, the Client shall have 30 calendar days to submit any textual or substantive changes in writing to Joomill. The Client acknowledges that the timely provision of this input is an obligation whose fulfilment is necessary for the further performance of the agreement.
7. If the Client does not provide the input referred to in article 7.6 within 30 calendar days after Completion notification, Joomill is entitled to charge a monthly standby rate from the 31st calendar day after Completion notification for keeping the development environment available. The standby rate amounts to EUR 20.00 per month excluding VAT and is invoiced monthly in advance. This tariff is due irrespective of whether the Client actually uses the development environment.
8. Joomill is not obliged to keep the development environment available longer than 3 months after Ready notification. After the expiry of this period Joomill is entitled, after written notice with a period of 14 calendar days, to terminate the development environment. Joomill shall not be liable for loss of data or any other damage resulting from the termination of the development environment in accordance with this article. All invoices outstanding at that time, including the standby fee, shall be immediately due and payable.
9. If the Client fails to provide the input referred to in article 7.6 in a timely manner and Joomill terminates the development environment in accordance with article 7.8, the part of the agreement to be delivered by Joomill shall be considered completed. The Client remains liable for full payment of the agreed fee.

  ### Article 8. Maintenance contract and third-party licences

 
1. Each website or web application delivered by Joomill is delivered by default in combination with a maintenance contract, unless expressly stated otherwise in writing in the quotation. By accepting the quotation, the Client acknowledges that the maintenance contract forms an integral part of the service provision.
2. The maintenance contract includes in any case the periodic maintenance work to be carried out by Joomill, as well as the management of licences for extensions, templates, plugins or other software components developed by third parties that Joomill has put into use on behalf of the Client, unless expressly stated otherwise in the quotation.
3. Licences for third-party software components are managed by Joomill on behalf of the Client. The Client has no independent right to these licences and cannot derive any claims against the relevant third-party providers from them.
4. Upon termination of the maintenance contract, for whatever reason, all licences for third-party software components managed by Joomill on behalf of the Client shall also terminate by operation of law. Joomill is entitled to terminate these licences per the termination date of the maintenance contract.
5. From the date of termination of the maintenance contract, the Client is fully responsible for carrying out updates, obtaining the necessary licences and maintenance of the website or web application. Joomill does not accept any liability for damage, downtime, security problems or partial or complete non-functioning of the website or web application due to the lack of licences or maintenance after termination of the maintenance contract.
6. Joomill shall inform the Client in writing of the consequences of the termination of the maintenance contract, including the expiry of licences, no later than the date on which the termination becomes effective. Transfer of licences to the Client is only possible if the licence conditions of the relevant third party permit this and the parties have reached a written agreement to this effect.

  ### Article 9. Modification of the agreement

 
1. If during the execution of the agreement it appears that adaptation is necessary for a proper execution, the parties shall timely consult on adaptation of the agreement.
2. Modifications of the agreement may have consequences for the price and the execution period. Joomill shall quote the price of this as soon as possible.
3. Joomill shall only be obliged to execute the amended agreement after both the authorised person within Joomill and the Client have agreed in writing to the amended price, conditions and any adjusted delivery time.
4. Failure to execute an amended agreement, or failure to execute it immediately, does not constitute a breach of contract by Joomill and does not give the Client grounds to cancel or terminate the agreement.
5. Joomill may refuse a request for amendment if this would disproportionately affect the quality or scope of the services or goods to be supplied.

  ### Article 10. Prices and price increase

 
1. All prices are exclusive of VAT and other government levies, unless expressly stated otherwise.
2. Joomill is entitled to index agreed prices annually based on the CBS Consumer Price Index (CPI), without the Client being able to dissolve the agreement for that reason. Joomill shall notify the Client of this at least 30 days in advance.
3. Joomill is further entitled to increase the price if the increase results from a power or obligation under legislation or regulations, or is caused by an increase in the price of raw materials, wages or other reasonably unforeseeable circumstances.
4. If a price increase, other than as a result of a contractual change or annual indexation, exceeds 10% and takes place within three months of the conclusion of the agreement, the Client shall be entitled to dissolve the agreement by written declaration, unless Joomill:
1. is still willing to execute the agreement on the basis of the originally agreed amount; or
2. demonstrates that the price increase results from a legal obligation; or
3. demonstrates that it has been stipulated in writing that delivery shall take place later than three months after the conclusion of the agreement.

 1. 

 ### Article 11. Payment and payment terms

 1. Payment must be made within 30 days of the invoice date, in the manner indicated by Joomill and in the currency in which it was invoiced, unless otherwise agreed in writing.
2. Joomill is entitled to invoice periodically, in proportion to work performed.
3. Service contracts are invoiced in advance, per month.
4. Hosting services will be invoiced in advance, per calendar year.
5. Courses and trainings will be invoiced in full before commencement.
6. Software licences and extensions will be invoiced in advance for the agreed licence period.
7. If the Client does not pay within the payment term, the Client is legally in default. The Client shall owe the statutory commercial interest as referred to in article 6:119a of the Dutch Civil Code over the outstanding amount, to be calculated from the due date until the day of full payment.
8. Joomill is entitled to allocate payments, in order: first to costs, then to accrued interest, then to the principal sum and accrued interest.
9. Objections to the amount of an invoice do not suspend the payment obligation. The Client is never entitled to set off what is owed to Joomill.
10. In the event of persistent arrears of payment, Joomill is entitled to suspend the performance of all current agreements with the Client until the arrears have been paid in full.

  ### Article 12. Collection costs

 
1. If the Client is in default or breach of its payment obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Client.
2. The extrajudicial collection costs shall be at least 15% of the outstanding amount with an absolute minimum of EUR 150.00 excluding VAT, unless the actual and reasonably necessary costs incurred are higher.
3. All judicial and execution costs shall also be recovered from the Client.
4. The Client shall also owe statutory commercial interest on the collection costs due.

  ### Article 13. Termination

 
1. Hosting subscriptions and service contracts entered into for a definite period can only be terminated by the end of the agreed term, subject to at least one month's written notice. In the absence of timely notice of termination, these agreements are tacitly renewed for the same period, with a maximum of one year, at the rates charged by Joomill at that time.
2. Hosting subscriptions and service contracts entered into for an indefinite period of time may be terminated on a monthly basis with due observance of a written notice period of one month.
3. One-off assignments, such as web development, web design and courses, cannot be terminated prematurely by the Client after commencement, unless article 14 applies. Work already carried out will be charged.
4. Cancellation must always be in writing. Oral terminations have no legal force.

  ### Article 14. Suspension and dissolution

 
1. 1. Joomill is authorised to suspend the fulfilment of its obligations or to dissolve the agreement in full or in part if:
1. the Client does not, not fully or not timely comply with his obligations;
2. after the conclusion of the agreement, circumstances become known which give Joomill good reason to fear that the Client will not comply with his obligations;
3. the Client has been requested to provide security for the fulfilment of his obligations and this security is not provided or insufficient; or
4. fulfilment can no longer be demanded from Joomill due to delay on the part of the Client.
2. Joomill is further authorised to dissolve the agreement if performance is permanently impossible, or if unaltered maintenance of the agreement cannot reasonably and fairly be required of Joomill.
3. Upon dissolution, all claims of Joomill against the Client shall become immediately due and payable.
4. If the dissolution is attributable to the Client, Joomill shall be entitled to compensation of all damages and costs, direct and indirect, incurred as a result of the dissolution.
5. Joomill shall not be obliged to pay any compensation in the event of suspension or dissolution due to an attributable failure of the Client.
6. In the event of liquidation, bankruptcy, (application for) suspension of payments, attachment or application of debt restructuring at the expense of the Client, Joomill shall be free to terminate the agreement with immediate effect, without any obligation to pay compensation. Joomill's claims shall in that case be immediately due and payable.
7. If the Client cancels an order placed, all work already carried out, goods ordered or prepared and working time reserved shall be charged in full.
8. If Joomill terminates the agreement due to imputable failure on its own part, Joomill shall in consultation take care of transferring work still to be carried out to third parties. Any additional costs of transfer shall in that case be borne by Joomill.

  
1. 

 ### Article 15. Force majeure

 
1. Joomill is not obliged to fulfil any obligation if Joomill is hindered to do so due to a circumstance which cannot be attributed to Joomill, nor for which Joomill can be held accountable by virtue of the law, a legal act or generally accepted views.
2. In these terms and conditions, force majeure is understood, in addition to what is understood in the law and jurisprudence, to mean: all external causes, foreseen or unforeseen, on which Joomill cannot exercise any influence. This includes amongst others: failure of internet or data centre services, DDoS attacks, government measures, failure of utilities, strikes at Joomill or necessary third parties, and failures of suppliers. Joomill may also invoke force majeure if the force majeure situation occurs after Joomill should have fulfilled its commitment.
3. Joomill may suspend obligations during the force majeure period. If the force majeure lasts longer than two months, both parties are entitled to dissolve the agreement without any obligation to pay damages.
4. Joomill is entitled to separately invoice the part of the agreement already fulfilled, insofar as this has independent value. The Client is obliged to pay this invoice as if it were a separate agreement.

 
1. 

 ### Article 16. Intellectual property and open source licence

 
1. The copyright and all other intellectual property rights to works developed or made available by Joomill, including websites, applications, software, extensions, source code, designs, house style material and documentation, belong to Joomill. The copyright in GPL code and the applicability of the GNU GPL are not contradictory: Joomill retains the copyright and simultaneously makes the code available under the terms of the GNU GPL.
2. All PHP code, components, modules and plugins developed by Joomill that interact with the CMS are made available by right under the GNU General Public License version 2 or higher (GPL v2+). Upon full payment, Joomill shall make the source code of the relevant work available via a channel to be designated by Joomill (such as a private repository link or download package). The rights and obligations arising under the GNU GPL apply in addition to the obligations under the agreement and do not terminate upon termination of the agreement. The GNU GPL is permanent, non-revocable and transferable to third parties receiving the code.
3. Extensions for the CMS developed or provided by Joomill are covered by the GNU GPL due to the licensing structure of the platform. There is no transfer of ownership of the extension itself; copyright remains with Joomill. The Client receives the right of use in accordance with the GNU GPL, the terms of which take precedence over any commercial licence terms. Non-PHP components of an extension, such as pure CSS, images and fonts without CMS integration, may be covered by a separate licence if expressly agreed in writing and stated upon delivery.
4. Because source code of CMS-related works is covered by the GNU GPL by operation of law, a separate fee for the mere provision of source code does not apply. Joomill may, however, charge a fee for the technical work involved in setting up a repository, documenting the source code or transferring version control systems, if requested by the Client.
5. The Client guarantees that materials provided by him to Joomill, such as texts, images and logos, do not infringe any rights of third parties. The Client indemnifies Joomill against all claims that third parties may assert against Joomill in this respect.
6. Non-PHP materials provided by Joomill, such as proposals, working plans, wireframes, visual designs and house style elements, are subject to the copyright of Joomill and are not automatically released under the GNU GPL. If such materials are used in whole or in part by third parties for the development of a website or related application, without an agreement having been reached with Joomill, Joomill shall be entitled to charge 25% of the sum of the full proposal as compensation for design and development costs.
7. The Client shall not be permitted to remove or change any copyright notices or credit references of Joomill on or in the works provided, including in works covered by the GNU GPL. The GNU GPL requires that the original copyright notice remain intact.

 
1. 

 ### Article 17. Retention of title

 
1. All physical goods delivered by Joomill remain the property of Joomill until the Client has fulfilled all obligations under the agreement in full, including any interest and collection costs.
2. Goods subject to retention of title may not be resold, pledged or encumbered in any other way.
3. If third parties seize or intend to seize goods covered by the retention of title, the Client shall notify Joomill thereof immediately in writing.
4. The Client grants in advance unconditional and irrevocable permission to Joomill, should Joomill wish to exercise its property rights, to enter all places where Joomill's property is located and to repossess it.

 
1. 

 ### Article 18. Guarantee

 
1. Joomill guarantees that the services and products it supplies are free of design, material and manufacturing defects for a period of three months after delivery, unless otherwise agreed in writing. This contractual warranty applies only in the legal relationship between Joomill and the Client under the agreement. Use of the source code by third parties under the GNU GPL is subject to the warranty exclusion ("as-is, without warranty of any kind") as included in the text of the GNU GPL itself; Joomill does not accept any warranty obligation towards these third parties.
2. For hosting services, Joomill strives for an availability of 99% on a monthly basis, measured at network level at the data centre facility, excluding scheduled maintenance moments. Scheduled maintenance moments will be announced at least 48 hours in advance, unless urgency prevents this.
3. The guarantee lapses if a defect has been caused by:
1. injudicious or improper use;
2. modifications made by the Client or third parties without Joomill's written consent;
3. use of the delivered items or software in an environment or version other than that for which it is intended;
4. failure to implement recommended updates, patches or security measures.
4. Defects must be reported in writing and at the latest within 14 calendar days of their discovery. After the expiry of this period, the right to repair, replacement or indemnification lapses.
5. Guarantee obligations will only be fulfilled after the Client has fulfilled all his payment obligations.
6. If the guarantee provided by Joomill relates to a good or service manufactured or supplied by a third party, the guarantee is limited to that provided to Joomill by that third party.

   
1. 

 ### Article 19. Liability

 
1. Joomill's liability is at all times limited to what is regulated in this article.
2. Joomill is only liable for direct damage. By direct damage is exclusively understood: the reasonable costs to determine the cause and the extent of the damage, the possible reasonable costs to have the faulty performance of Joomill meet the agreement, and the reasonable costs to prevent or limit direct damage.
3. Indirect damage is explicitly excluded from liability. This includes in any case: consequential damage, loss of profit, missed savings, loss of data, reputation damage and damage due to business stagnation.
4. If Joomill is liable, liability is limited to the amount of the invoice value of the order in question. For continuing agreements, liability is limited to the invoice value of the three months prior to the event causing damage.
5. Joomill's liability is in any case limited to the amount paid by its insurer in the relevant case.
6. Joomill is not liable for:
1. damage caused by failure, malfunction or inaccessibility of servers, networks, data centres or other infrastructure of third parties;
2. damage caused by hacking, malware, ransomware, phishing or other malicious acts of third parties, insofar as Joomill has demonstrably taken appropriate security measures common in the industry;
3. damage caused by incorrect, incomplete or late information provided by the Client;
4. damage caused by third parties engaged by the Client or software installed or modified by the Client.
7. The Client is fully responsible for the content of its website or application, including the legality of texts, images and other content, compliance with copyright and privacy laws, and not offering or storing illegal content or software.
8. Any claim for damages against Joomill shall lapse if legal action has not been instituted within twelve months of the discovery of the damage, or the moment when the damage could reasonably have been discovered.
9. Joomill shall not be liable for damage caused by third parties using, adapting or further distributing the source code made available under the GNU GPL outside the context of the agreement with the Client. The GNU GPL is granted to such third parties without any warranty or liability on the part of Joomill. The limitations of liability in this article apply exclusively in the relationship between Joomill and the Client.

 
1. 1.  

  
1. 

 ### Article 20. Indemnification

 
1. The Client indemnifies Joomill against claims of third parties relating to the performance of the agreement, insofar as the cause is attributable to the Client.
2. If Joomill is held liable by third parties, the Client is obliged to assist Joomill both extra-judicially and judicially and to do immediately all that may reasonably be expected of him.
3. Should the Client fail to take adequate measures, Joomill is entitled to do so itself. All costs and damages resulting from this shall be entirely at the expense and risk of the Client.

 
1. 

 ### Article 21. Confidentiality

 
1. Both parties are obliged to keep confidential all confidential information they have obtained from each other or from other sources in the context of the agreement. Information is considered confidential if this has been expressly communicated or if this reasonably follows from the nature of the information.
2. Joomill is entitled to use the Client's name and a general description of the agreement for reference and portfolio purposes, unless the Client objects to this in writing.
3. The duty of confidentiality does not apply insofar as disclosure of information is required by a legal obligation, or insofar as the parties have given their written consent.
4. The duty of confidentiality applies for the duration of the Agreement and for a period of two years after its termination.
5. In the event of a breach of the duty of confidentiality, the breaching party shall owe the other party an immediately payable penalty of EUR 5,000.00 per breach, without prejudice to the aggrieved party's right to claim full damages.

 
1. 

 ### Article 22. Dispute resolution

 
1. The parties shall in the first place try to resolve a dispute through mutual consultation.
2. If the parties do not succeed in resolving a dispute in mutual consultation within 30 days after the dispute has arisen, the District Court of Zeeland-West Brabant shall have exclusive jurisdiction, unless the Subdistrict Court has jurisdiction under the law. Joomill retains the right to submit a dispute to the court having jurisdiction under the law.

 
1. 

 ### Article 23. Applicable law

 
1. All agreements between Joomill and the Client are exclusively governed by Dutch law.
2. The Vienna Sales Convention (CISG, United Nations Convention on Contracts for the International Sale of Goods) is expressly excluded.

 
1. 

 ### Article 24. Location and amendment of terms and conditions

 
1. These general terms and conditions are available via [www.joomill.nl](https://www.joomill.nl) and will be sent free of charge in digital or paper form upon request.
2. Joomill is entitled to amend these terms and conditions. Amendments shall be notified to the Client in writing or by e-mail at least 30 days before coming into force. If the Client continues the agreement after notification, he shall be deemed to have accepted the amended terms and conditions.
3. The most recently published version of these terms and conditions shall always apply, or the version applicable at the time the legal relationship with Joomill was established.
4. The Dutch text of these terms and conditions shall always be decisive for their interpretation.

 
1. 

 ## Annex 1 - Processing of Personal Data (AVG)

 Supplementary to the General Conditions applicable if Joomill processes Personal Data in the performance of the agreement on behalf of the Client.

 ### Article B1. General

 
1. The terms used in this Schedule shall have the meaning ascribed to them in the AVG.
2. When processing Personal Data, the Client may be designated as Controller, or, if the Client processes Personal Data on behalf of a third party, as Processor. Depending on the capacity of the Client, Joomill performs the role of Processor or Subprocessor.

 ### Article B2. Purposes of processing

 
1. Joomill undertakes to process Personal Data on behalf of the Client under the terms of the Agreement. The processing shall take place solely in the context of the performance of the Agreement, plus those purposes reasonably related thereto or determined by further agreement.
2. Joomill shall not process Personal Data for any purpose other than that specified by the Client. The Client shall inform Joomill of the purposes of processing insofar as they are not already set out in this Schedule, as well as the categories of data subjects and Personal Data being processed.
3. Joomill has no control over the purpose and means of processing Personal Data and does not make any independent decisions regarding receipt, use, disclosure to third parties or retention periods.

 ### Article B3. Joomill obligations

 
1. Joomill shall ensure compliance with the conditions applicable under the AVG to the processing of Personal Data.
2. Joomill shall inform the Client, upon request and within a reasonable time, of the measures taken to comply with the obligations under this Schedule.
3. Joomill's obligations also apply to persons who process Personal Data under the authority of Joomill.
4. Joomill shall notify the Client if, in its opinion, an instruction of the Client is in breach of applicable privacy laws and regulations.
5. Joomill shall provide the Client with the necessary cooperation in carrying out a data protection impact assessment or a prior consultation of the regulator, insofar as this can reasonably be required of Joomill.

 ### Article B4. Division of responsibility

 
1. All parties shall ensure compliance with applicable privacy laws and regulations.
2. Joomill is solely responsible for the processing of Personal Data in accordance with the instructions of the Client and under the express ultimate responsibility of the Client. Joomill is not responsible for all other processing.
3. The Client warrants that the content, use and instruction to process Personal Data is not unlawful and does not infringe the rights of third parties.

 ### Article B5. Enabling sub-processors

 
1. The Client grants Joomill permission to engage sub-processors in the processing.
2. Upon request, Joomill will inform the Client as soon as possible about the sub-processors engaged. The Client may object to a specific sub-processor in writing, within two weeks of notification and stating reasons.
3. Joomill shall impose in writing on sub-processors the same obligations as have been agreed between the parties and guarantee their compliance.

 ### Article B6. Security

 
1. Joomill shall take appropriate technical and organisational measures to secure the Personal Data against loss or any form of unlawful processing, at a level that is not unreasonable, given the state of the art and the sensitivity of the data.
2. The Client shall only make Personal Data available for processing after ensuring that the required security measures have been taken. The Client is responsible for compliance with the measures agreed upon by the parties.

 ### Article B7. Duty to report data breaches

 
1. In the event of a security incident or data breach, Joomill shall inform the Client as soon as possible, after which the Client shall assess whether reporting to the regulator and/or data subjects is required. The Client is responsible for making notifications to authorities.
2. The notification to the Client shall in any case include: the (alleged) cause, the (expected) consequence, the proposed solution, the measures already undertaken and contact details for further follow-up.
3. If laws and regulations require it, Joomill shall cooperate in informing the relevant authorities and data subjects.

 ### Article B8. Handling requests data subjects

 
1. If a data subject addresses a request concerning his Personal Data to Joomill, Joomill shall forward this request to the Client and inform the data subject thereof. The Client deals with the request independently.
2. If the Client requires Joomill's cooperation in fulfilling a request, Joomill shall provide such cooperation. Joomill may charge a reasonable fee for this.

 ### Article B9. Audit

 
1. The Client has the right to have audits carried out by an independent ICT expert bound by confidentiality, only after the Client has requested and assessed the audit reports available at Joomill, and presents reasonable arguments justifying its own audit.
2. An audit initiated by the Client shall be announced at least two weeks in advance and shall take place at most once a year.
3. Joomill shall cooperate in the audit and shall make all reasonably relevant information, system logs and employees available in a timely manner.
4. The findings shall be assessed and, if necessary, implemented by the parties in mutual consultation. The costs of the audit, including the hiring of the ICT expert, shall be borne by the Client.

 ### Article B10. Confidentiality of processing

 
1. All Personal Data that Joomill receives from the Client or collects itself in the framework of this Attachment is subject to an obligation of confidentiality towards third parties.
2. The obligation of confidentiality does not apply if the Client has explicitly given permission for provision, if provision is logically necessary for the performance of the Agreement, or if there is a legal obligation to provide.

 ### Article B11. Duration and termination

 
1. This Schedule is in force for the duration of the Agreement, and in the absence of a specified duration, for the duration of the cooperation.
2. This Schedule cannot be unilaterally terminated in the interim. Modification requires mutual consent of the parties.
3. After termination of the Attachment, Joomill shall destroy or return all Personal Data received from the Client without delay, unless the parties agree otherwise in writing or a statutory retention period applies.

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 **Version: 03-04-2026**

 
- General conditions added in plain Dutch, this is a summary of the main rights and obligations for both parties, not a replacement of the General Conditions.
- Article 1: Definitions (completely new, including GNU GPL and Open Source Licence)
- Article 8: Maintenance contract and licences (completely new)
- Article 16: Intellectual property and open source licence (replaces and expands Art.
- 13, now with extended GPL provisions)
- Article 21: Secrecy (new)
- Standby fee of EUR 20/month after 30 days of no response after Ready notification (Art. 7)
- Explicit 99% uptime guarantee for hosting (Art. 18)
- Statutory commercial interest (Art. 6:119a BW) replaces 1% interest from 2020

 **Amended**

 
- Collection costs: from Rapport Voorwerk II to minimum 15% with absolute minimum EUR 150 (art. 12)
- Indexation: annual CBS-CPI indexation now explicitly allowed without consent (art. 10)
- Acceptance period: 14 calendar days after delivery (was implicit, now explicit in Art. 7)
- Tacit extension: now capped at one year (Art. 13)
- Liability in continuing performance contracts: capped at three months' invoice value (Art. 19)
- Limitation period for damage claims: 12 months after discovery (new in Art. 19)
- Competent court: from Rechtbank Breda to Rechtbank Zeeland-West-Brabant (art. 22)
- Dispute consultations: now with explicit 30-day period before you can go to court (art. 22)
- Annex AVG: mandatory data breach notification extended with mandatory content of notification (art. B7)

 **Removed**

 
- Reference to Rapport Voorwerk II as calculation method collection costs
- Article 9 (old) on termination was limited; now extended and split over several articles

 
---

 **Version: 01-01-2020**

 **Amended**

 VAT Number