General terms & conditions

Last updated: February 22, 2025

1. DEFINITIONS

2. APPLICABILITY OF THE TERMS

Unless expressly agreed to otherwise in writing between the Parties, all offers, pilot programs, Order Forms, contracts, or agreements related to the Services shall be governed by these Terms.

By using the Services, Customer agrees to be bound by these Terms. Chunk Works expressly rejects any general terms and conditions used by Customer. No other terms and conditions shall be binding on Chunk Works unless accepted by it in writing. All transactions between Chunk Works and Customer are governed in order of priority by: (i) Order Form; (ii) these Terms; and (iii) any other annexes or appendices to these Terms. If there is ever a conflict between any of the above, the terms of the agreement with the higher priority shall prevail.

3. ACCESS TO THE SERVICES

3.1. Trial License

4. CUSTOMER OBLIGATIONS

4.1. Customer Responsibilities

4.2. SEED

4.3. Customer Affiliates

Customer is responsible and liable for all uses of the Services by Customer and its Chunk Works Users, directly or indirectly, whether such use is permitted by or in violation of these Terms. Customer is responsible for all acts and omissions of Chunk Works Users, and any act or omission by a Chunk Works User that would constitute a breach of these Terms. Customer shall use reasonable efforts to make all Chunk Works Users aware of these Terms as applicable to such Chunk Works User’s use of the Services, and shall cause Chunk Works Users to comply with such provisions.

Customer acknowledges that the SEED key will be provided to Customer once after installation of the Chunk Works Software and that Customer is fully responsible for safely storing such key for the full duration of the License. Customer acknowledges that due to the nature of the Services, Chunk Works does not have or retain a copy of the SEED key and that if Customer forgets or loses the SEED key, Customer loses the access to Customer Data, and that Chunk Works has no obligation and may have no ability to recover Customer Data if such data is lost or damaged or otherwise inaccessible for any reason.

Where Affiliates of Customer purchase a License to the Chunk Works Software or other Services by executing an Order Form that references these Terms, such an agreement shall be deemed to form a separate agreement. This means that (i) Customer or Customer’s Affiliates have no rights under the agreements of other Customer Affiliates; and (ii) breach or termination by Customer or Chunk Works of any separate agreement shall not be a breach or termination under any other agreement between Chunk Works and another Customer.

5. PERSONAL DATA AND DATA PROTECTION

The Parties agree and acknowledge that they shall abide by all applicable laws relating to the collection and processing of personal data and personal information in connection with the Services. Customer agrees to indemnify and hold harmless Chunk Works against any claims of third parties relating to or arising out of the collection or processing of personal data or personal information.

6. SUPPORT AND PROFESSIONAL SERVICES

6.1. Support Services

6.2. Customer obligations

6.3. Delivery or Completion Periods

6.4. Inability to Perform

Support and Professional Services may be available to Customer upon payment of applicable fees, as specified in Customer’s Order Form or the Chunk Works applicable price list. Any Support or Professional Services are subject to these Terms and Chunk Works’s applicable policies. The scope, pricing, and terms of these Services shall be specified in an Order Form (or any exhibit attached to the Order Form) or any other document referencing these Terms.

If Professional Services have been agreed, Customer shall:

In cases where Chunk Works provides Professional Services, the delivery times and dates are merely estimates and Chunk Works cannot be held liable for any damages as a result of delay in delivery of such Professional Services. Unless otherwise agreed in writing, failure to meet delivery times or delivery dates stated shall never be considered fatal, and if the time for delivery is exceeded, Customer shall not be entitled to cancel or terminate (any part of) an Order Form, or to claim any damages. The delivery or completion periods have been established based on the expectation that there will be no obstacles for Chunk Works to perform the Professional Services or to undertake the work.

If Chunk Works is unable to timely perform its obligations when providing Professional Services, Chunk Works will promptly notify the Customer of any delay and the expected period of time necessary to perform.

• provide all necessary co-operation in connection with the delivery of the Services in a timely and efficient manner. In the event of any delays in Customer’s provision of such assistance as requested by Chunk Works, Chunk Works may adjust any agreed timetable or delivery schedule as reasonably necessary;
• provide all necessary access to such information as may be required by Chunk Works in order to provide the Services, including but not limited to Customer Data, security access information and configuration information, and Customer guarantees the accuracy, completeness and consistency of this information;
• be responsible for maintaining the availability of Customer Personnel that shall possess the necessary skills and qualifications to fully engage with and optimize the use of the Services and to provide any cooperation and assistance as requested by Chunk Works and its subcontractors to perform the Services;
• comply with all applicable laws and regulations with respect to its activities under the applicable Order Form;
• obtain and shall maintain all necessary licenses, consents, and permissions necessary for Chunk Works to perform its obligations under the applicable Order Form; and
• ensure that its network(s) and systems comply with the relevant specifications provided by Chunk Works from time to time.

7. LICENSE TERM

7.1. License Term

7.2. Automatic renewal

7.3. Cancellation or Termination

7.4. Written Notice

Unless otherwise specified on the Order Form, the License Term shall be twelve (12) months, which shall begin on the License Start Date. If Professional Services have been agreed upon, then the agreement regarding the delivery of such services shall commence on the date of such agreement and shall be in force until the date of completion of the Professional Services as specified in the applicable Order Form.

Unless otherwise specified on the Order Form, the License Term shall automatically renew for additional terms, each of which shall be of equal duration to the initial term, unless either Party gives written notice of termination to the other Party at least two (2) months prior to the expiration of the then-current License Term.

Customer may not cancel or earlier terminate a License Term except as provided in Section 10.2.

Customer must give written notice to Chunk Works via email to info@chunkworks.net. Only notices of termination sent to the submitted invoicing email address or written acceptance of termination from a Chunk Works employee shall be deemed valid termination notices. Chunk Works may give written notice to Customer via email to either Customer’s billing email address or to the administrator of the Chunk Works account.

8. FEES

8.1. Prices and Payment Schedule

9. PAYMENT

9.1. Invoice based payments

9.1.1. Payment Method

9.1.2. Standard Invoicing Schedule

9.1.3. Invoicing Method

9.1.4. Payment Term and Late Payments

9.1.5. Invoicing Information

The following terms are applicable if the Customer agrees to pay for the Services by Invoice:

Chunk Works’s invoices are payable to Chunk Works’s designated bank account through bank or wire transfer by the due date indicated on the Order Form or as provided in the issued invoice to Customer. The message of the payment shall include the applicable invoice number or the reference number of the invoice.

Unless otherwise specified on the Order Form, the applicable Fees shall be invoiced for a 12-month period at the beginning of the License Term or a renewal term. Other Services shall be invoiced in accordance with the applicable Order Form.

Invoices shall be sent to the billing address provided by Customer. The invoicing method shall be electronic invoicing via email (as pdf) or e-invoice where available.

Unless expressly agreed otherwise, Customer shall pay all invoices within thirty (30) days as provided in the invoice. If Customer fails to make any payment when due, without limiting Chunk Works’s other rights and remedies: (i) Chunk Works may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Chunk Works for all actual costs incurred by Chunk Works in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees;

Customer shall provide Chunk Works with all necessary information to process each invoice, including a valid billing address. The failure by Customer to provide such information does not waive its obligation to timely pay the invoice.

10. TERMINATION

10.1. Termination

10.2. Termination for Cause

10.2.1.

10.2.2.

10.3. Obligations upon Termination

10.4. Surviving Terms

10.5. Termination during trial period

Either Party may terminate a License upon two (2) months advance written notice to the other Party prior to the expiration of a License Term. If the termination notice is submitted later than this period prior to the end of the License Term, the License shall renew as provided in Section 7.1 and the termination shall commence at the end of the renewed License Term.

Chunk Works may terminate an Order Form or License, effective on written notice to Customer, if Customer (A) has an unpaid invoice past due a minimum of 14 days after Chunk Works’s delivery of written notice thereof, or (B) breaches any of its other obligations under these Terms, or (C), during the period between signing an Order Form and the License Start Date, in the event Chunk Works, in its sole discretion, determines that complete and satisfactory implementation of Services will not be successful for any reason regardless of the cause.

Either Party may terminate an Order Form or License effective on written notice to the other Party, if the other Party materially breaches these Terms and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured for 60 days after the non-breaching Party provides the breaching Party with written notice of such breach.

Either Party may terminate an Order Form or License, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Upon expiration or earlier termination of a License, Customer shall immediately discontinue use of the Chunk Works IP and, without limiting Customer’s obligations under these Terms, Customer shall delete, destroy, or return all copies of the Chunk Works IP and certify in writing to the Chunk Works that the Chunk Works IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

Sections that due to their nature survive expiration or earlier termination of any License, including but not limited to this Section 10.4 and Sections 11, 12, 13, 14, 15 and 17.13 of these Terms, shall continue in full force and effect.

Notwithstanding Section 10.1, if the Customer participates in a free trial of the Services, the Customer may terminate the Agreement without further obligation by providing written notice to Chunk Works before the Start Date of the paid License Term. If no cancellation is received within the trial period and before the Start Date, the Agreement shall remain in effect for the full License Term as outlined in the Order Form.

11. CONFIDENTIALITY

11.1. Confidentiality Obligation

11.2. Equitable Relief

From time to time during the License Term, either Party may disclose or make available to the other Party Confidential Information. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s Affiliates, employees, agents, contractors, or subcontractors, who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder; provided that the receiving Party remains responsible for any recipient’s compliance with the terms of this Section 11 and that such recipients are bound to confidentiality obligations no less protective than those set forth herein. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under these Terms, including to make required court filings. On the expiration or termination of a License Term, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of date these Terms become effective and will expire two years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of a License Term for as long as such Confidential Information remains subject to trade secret protection under applicable law.

The Parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy and breach of this Section 11, shall entitle each Party to seek equitable relief in addition to any other remedies at law.

12. INTELLECTUAL PROPERTY

12.1. Chunk Works IP

12.2. Customer Data

Customer acknowledges that, as between Customer and Chunk Works, Chunk Works and/or its licensors own all right, title, and interest, including all intellectual property rights, in and to the Chunk Works IP, including Chunk Works Technology.

Chunk Works acknowledges that, as between Chunk Works and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Chunk Works does not have any insight in the Customer Data. Customer does hereby grant to Chunk Works a non-exclusive, royalty-free, worldwide license to access and otherwise use Customer Data and perform all acts with respect to the Customer Data as may be necessary for Chunk Works to provide the Services to Customer.

13. CHUNK WORKS TECHNOLOGY

13.1. License Basis

13.2. Feedback

Customer acknowledges that it is obtaining only a limited right to use and access the Chunk Works Software and that no ownership rights are transferred to Customer under these Terms. Customer agrees that Chunk Works (or its suppliers) retain all rights, title and interest (including all Intellectual Property Rights) in and to all Chunk Works Technology and that Chunk Works reserves all rights not specifically granted under these Terms. Customer further acknowledges and agrees that it has no right to obtain a copy of the Chunk Works Software.

14. INDEMNIFICATION

14.1. Chunk Works Indemnification

15. LIMITATIONS OF LIABILITY

15.1. In no event will either party or its suppliers be liable for any loss of use, lost, inaccurate, or corrupted data, interruption of business, or any loss of income, business, sales or profits (whether actual or anticipated), costs of delay, reputational harm, third-party claims, or any indirect, special, incidental, punitive, or consequential damages of any kind however caused, even if informed in advance of the possibility of such damages.

15.2. Chunk Works will not be responsible or liable in any manner for any third-party products, third-party content, or non-Chunk Works services (including for any delays, interruptions, transmission errors, security failures, and other problems caused by such issues) and will not be responsible or liable for the use by Customer of the Services in violation of these Terms, Documentation or Chunk Works instructions.

15.3. Notwithstanding anything else in these terms to the contrary, Chunk Works’s aggregate liability for all claims of any kind shall not exceed the total paid by customer for the services during the twelve (12) months preceding the date on which the damaging event occurred. If no payment obligation was incurred, Chunk Works’s total aggregate liability shall not exceed EUR 500,-. Specifically in connection with professional services, Chunk Works’s total aggregate liability shall not exceed the fees listed for such services in the order.

15.4. The liability limitations in this section 15 do not apply to: (i) the indemnity obligations under section 14; and (ii) customer’s payment obligations as expressly provided in these terms.

15.5. Chunk Works shall never be liable for damages or loss of any nature whatsoever caused by hacking by third parties or virus, malware, or similar issues, provided that Chunk Works has taken all reasonable security measures customary in the industry.

15.6. In case the applicable law prohibits some of the limitations of liability in this section 15, this section 15 will apply to the maximum extent permitted by law.

15.7. The limitations of liability referred to in this section 15 do not apply if the damage or loss is the result of fraud, willful misconduct, or gross negligence committed by either party.

16. WARRANTY

16.1. Warranty

16.2. Claims and Remedies

During a License Term, Chunk Works warrants, for the Customer’s benefit only, that the Chunk Works Software shall perform materially in accordance with the applicable Documentation. This warranty is only applicable if and to the extent the Chunk Works Software has been installed and implemented by Chunk Works pursuant to a Order Form for Professional Services and, if applicable, shall cease to exist if any updates such as bug fixes, modifications or improvements as made available by Chunk Works during the License Term, have not been installed and implemented by Chunk Works pursuant to a Order Form for Professional Services.

17. GENERAL TERMS

17.1. Notice

17.2. Assignment

17.3. Publicity

17.4. Subcontractors

17.5. Independent Contractors

17.6. Force Majeure

Any notice or communication pursuant to these Terms must be in writing. Customer must send any notices under these Terms (including breach notices and indemnity claims) to Chunk Works, in English, at the following address www.chunkworks.net. Chunk Works may send notices to the email addresses on Customer’s account or, at Chunk Works’s option, to Customer’s last-known postal address. Chunk Works may also provide operational notices regarding the Services or other business-related notices through clear and conspicuous notices on Chunk Works’s website or the Services. Each Party consents to receiving electronic notices. Chunk Works is not responsible for any automatic filtering Customer or its network provider may apply to email notification.

These Terms will bind and inure to the benefit of each Party’s permitted successors and assigns. Customer is not permitted to assign, delegate or otherwise transfer the Order Form, License, or any rights arising under these Terms, except in connection with a merger, acquisition, or other transfer of all or substantially all of Customer’s assets or voting securities. Any attempted transfer or assignment except as expressly authorized under this Section 17.2 will be void.

Unless otherwise specified in the applicable Order Form, Chunk Works may use Customer’s name, logo, and trade marks to identify Customer as a customer of Chunk Works and a user of the Services on Chunk Works’s website and in other marketing materials.

Chunk Works may use subcontractors and permit them to exercise the rights granted to Chunk Works in order to provide the Services and related services under these Terms or Order Form. However, subject to these Terms, Chunk Works shall remain responsible for: (i) compliance of its subcontractors with these Terms; and (ii) overall performance of the Services if and as required under these Terms.

The Parties shall be deemed independent contractors. Nothing contained in these Terms or any agreement between the Parties shall be read or construed so as to constitute the relationship of principal and agent or of partnership between the Parties. Neither of the Parties may pledge or purport to pledge the credit of the other Party or make or purport to make any representations, warranties, or undertakings for the other Party, without the other Party’s express written consent.

17. Contact Information

For questions about these Terms, contact us:

• Email: legal@chunkworks.net
• Business Contact: info@chunkworks.net
• Address: Skaly B.V. (trading as Chunk Works)
  Wilhelminaplein 1-40
  3072 DE Rotterdam
  The Netherlands