General Terms and Conditions annotated.nl

Version 1.3.9 — published on 16 May 2026 The Dutch text is the authentic version; this English translation is provided for information only.

Article 1 — Definitions

In these General Terms and Conditions:

Account: the personal environment within which User obtains access to the Service.

Agreement: the agreement between Provider and User for the supply of the Service, of which these General Terms and Conditions form an integral part.

Login Credentials: the username, password, access token, or comparable authentication element provided to User by means of which access to the Account is obtained.

Provider: Abacus Legal, established in Amsterdam and registered with the Dutch Chamber of Commerce under number 89289552.

Service: the online publication and information service that Provider offers via the Website. The Service consists of data, information, materials, texts, and editorial work that Provider, from time to time, makes available and publishes. This includes all current and future collections published within the annotated.nl edition.

Subscription: the Agreement for a definite term between User and Provider.

User: the legal entity or the natural person, acting in the exercise of a profession or business, who enters into an Agreement with Provider.

Website: the online publication made available at, among others, annotated.nl or any other internet address to be determined by Provider.

Written / in writing: by e-mail or by post.

Article 2 — Applicability

2.1 These General Terms and Conditions apply to all offers of Provider, to all Agreements between Provider and User, and to all legal relationships arising therefrom.

2.2 Deviations from these General Terms and Conditions are only valid where they are agreed upon in writing by Provider and User.

2.3 Provider expressly rejects the applicability of any purchasing or other terms and conditions of User.

2.4 If any provision of these General Terms and Conditions is null and void or voidable, the remaining provisions shall remain in full force and effect. In that case, Provider shall replace the null and void or voided provision with a new provision that, to the extent legally possible, reflects the intent of the original provision.

Article 3 — Formation of the Agreement

3.1 The Agreement is concluded as soon as User completes the registration procedure on the Website and Provider confirms the registration by e-mail.

3.2 Provider is not bound by manifest errors or clerical mistakes in prices, descriptions, or other communications.

3.3 Provider may refuse a registration without stating reasons.

Article 4 — The Service

4.1 The Service comprises access to a collection of data and publications that Provider determines from time to time and further specifies on the Website.

4.2 The obligations of Provider under this Agreement are obligations of best efforts (inspanningsverbintenis under Dutch law). Provider undertakes to deliver the Service with due care and at an appropriate quality level, and to make it available as far as possible without interruption. Provider does not guarantee uninterrupted availability.

4.3 Maintenance, disruptions, and changes in the infrastructure may temporarily render the Service unavailable. Provider will, as far as reasonably possible, perform scheduled maintenance outside regular business hours and will announce such maintenance in advance via the Website or by e-mail where reasonably possible.

4.4 Provider is not responsible for the procurement or proper functioning of the infrastructure of User or of third parties, including browsers, internet connections, peripheral equipment, and the services of Provider’s suppliers (such as hosting, payment, and e-mail service providers). Provider is not liable for damage or costs resulting from defects in or unavailability of such infrastructure or of the internet.

4.5 The information contained in the Service is of a general informative and documentary nature. The content does not constitute legal advice and is not tailored to any specific case, question, or legal relationship. User remains responsible for timely and appropriate legal advice on its specific situation.

4.6 Provider may, in the editorial processing and compilation of the Service, make use of artificial intelligence (“AI”) applications or comparable technologies. Where this is relevant to the nature of the editorial work, Provider shall disclose this in the publication concerned or in the general information about the Service.

4.7 Provider may, from time to time, adjust, expand, or restrict the functionality and content of the Service. Provider shall announce in advance any changes that adversely affect the core functionality for User.

4.8 Delivery or availability periods mentioned or agreed by Provider are not strict deadlines (fatale termijnen).

Article 5 — Price, payment, and payment methods

5.1 The price of a Subscription is published on the Website and, based on User’s choice, is charged monthly or annually.

5.2 Payment is made by direct debit through an external party. The first payment is processed via iDEAL with the issuance of a SEPA mandate; subsequent payments are automatically collected in accordance with the chosen payment method.

5.3 In the event that a payment cannot be collected, or that a collected payment is reversed, Provider shall notify User in writing. Subsequently, in accordance with the reminder process of the payment service provider, a maximum of three attempts shall be made over a period of approximately fourteen days. During this period, User retains access to the Service.

5.4 The payment terms specified in this Agreement are strict deadlines (fatale termijnen). In the event of late payment, User is, without notice of default or formal demand, in default by operation of law and owes Provider default interest of 1% per month or part of a month over the outstanding amount.

5.5 If User remains in default after a written demand, User owes extrajudicial collection costs of 15% of the outstanding amount, with a minimum of EUR 40 (excluding VAT).

5.6 If the full collection process under article 5.3 has been completed without User having paid, Provider may suspend access to the Service until the outstanding amount has been paid. Provider shall inform User in writing of the suspension. Suspension does not affect the payment obligation and does not entitle User to any compensation for the duration of the suspension.

5.7 User is not entitled to suspend payments or to set off payments on the grounds of an (alleged) failure on the part of Provider.

5.8 Provider may adjust the price of the Service. A price change takes effect on the first day of a new Subscription Period following announcement in accordance with article 7.7. If a price change is implemented earlier, an announcement period of at least 30 days applies. Provider always announces price changes in writing (by e-mail).

Article 6 — Invoices

6.1 Provider invoices User on the basis of the price and the Subscription term.

6.2 User is required to provide its business details, including name, address, and VAT identification number, accurately and completely and to communicate any changes immediately.

6.3 Objections to an invoice must be communicated in writing within fourteen (14) days of the invoice date, failing which the invoice is deemed to have been accepted.

Article 7 — Term, renewal, termination, and money-back guarantee

7.1 Except where otherwise agreed upon in writing, the Agreement is entered into for a period of twelve (12) months and is, after expiry, tacitly renewed for successive periods of twelve (12) months unless User terminates in a timely manner in accordance with article 7.2. The Subscription Period commences on the date on which the Agreement is concluded in accordance with article 3.1.

7.2 User may terminate the Subscription with effect from the end of the current Subscription Period, observing a notice period of one (1) month. Termination is effected via the account settings or by an unambiguous written communication to info@annotated.nl. Provider shall confirm the termination by e-mail within one (1) business day, specifying the exact end date and any remaining direct debits within the current Subscription Period.

7.3 In the case of timely termination, access to the Service shall continue until the end of the current Subscription Period. Thereafter, access shall lapse automatically. Where User has chosen the monthly payment method under article 5.1, the remaining monthly direct debits within the current Subscription Period shall nevertheless be carried out; User has committed itself to this upon registration.

7.4 Provider may, in whole or in part, dissolve the Agreement if User attributably fails to perform material obligations under the Agreement — including continued failure to pay, misuse of the Service, or infringement of the intellectual property rights of Provider or of third parties — and User, following a written and as detailed as possible notice of default setting a reasonable period of at least 30 days for performance, continues to be in attributable default. Setting such a period is not required where performance is permanently impossible or in a situation as referred to in article 16.

7.5 Extraordinary grounds for termination are set out in article 16 (Termination).

7.6 Provisions that continue to apply after termination are set out in article 16.4 (Survival of provisions after termination).

7.7 Provider shall inform User by e-mail no later than 30 days before the end of the current Subscription Period about: the upcoming end of the period, the tacit renewal under article 7.1, the rate that will be charged in the next Subscription Period, and the final date on which User can terminate in accordance with article 7.2.

7.8 Without prejudice to article 11, Provider grants User a commercial money-back guarantee for a period of thirty (30) days from conclusion of the Agreement. If User requests a refund in writing within this period, Provider shall refund in full the amount charged up to that point within fourteen (14) days via the same payment method, and the Agreement shall be terminated. The money-back guarantee applies once per User and cannot be combined with any other commercial right to a refund.

Article 8 — Confidentiality

8.1 The parties are obliged to maintain confidentiality regarding all confidential information concerning the business of the other party that is exchanged in the context of the Agreement. Such information shall be used solely for the performance of the Agreement and shall be shared only with persons for whom knowledge thereof is necessary. The parties warrant that such persons are bound by the same duty of confidentiality.

8.2 Confidential information does not include information that was already public at the time it came to the knowledge of the receiving party, has subsequently become public other than through a breach of this confidentiality obligation, or that the receiving party has lawfully obtained from a third party without a duty of confidentiality.

8.3 The confidentiality obligation shall continue to apply in full after termination of the Agreement.

Article 9 — Intellectual property

9.1 All intellectual property rights in the Service — including copyright, database rights, trademarks, and all rights related thereto — vest exclusively in Provider or its licensors. The provisions of this article also constitute a reservation within the meaning of article 15(1) and article 15o(1) of the Dutch Copyright Act (Auteurswet).

9.2 Certain texts included in the Service may be free of copyright; however, the selection, structuring, annotation, cross-referencing, and editorial processing thereof are protected by copyright.

9.3 Nothing in these General Terms and Conditions implies any transfer of intellectual property rights.

9.4 Subject to the terms of this Agreement and conditional upon full and timely payment, Provider grants User a non-exclusive, revocable, limited, non-transferable, and non-sublicensable licence to access and use the Service, solely for normal internal use within User’s organisation and for the duration of the Agreement. This licence includes:

(i) remote consultation of the Service and the content contained therein;

(ii) the temporary storage or printing of non-substantial portions of the Service for User’s own business operations; and

(iii) the use, by way of quotation (in accordance with article 15a of the Dutch Copyright Act), of content from the Service in documents created, used, or sent in the context of User’s normal business operations.

User is not permitted to make the Service or parts thereof available to third parties, modify, translate, reproduce, publicly disclose, decompile, reverse engineer, or merge with other works, without prejudice to the provisions of article 9.5.

9.5 User is not permitted to:

(i) reproduce, publicly disclose, redistribute, or commercially exploit substantial portions of the Service;

(ii) use the Service or any materials derived therefrom for the training, fine-tuning, validation, or testing of artificial intelligence systems, machine-learning models, or comparable applications, or for any form of automated text and data mining, without the prior written consent of Provider. Provider hereby makes an express reservation within the meaning of article 15o(1) of the Dutch Copyright Act with respect to text and data mining (article 15n of the Dutch Copyright Act);

(iii) circumvent security or access measures of the Service, offer means for such circumvention, or scrape or automatically read out the Service in a manner that interferes with its normal operation;

(iv) share Login Credentials with, or grant access to, third parties outside User’s own organisation.

9.6 User warrants that it shall not use the Service in breach of any statutory provision, in breach of any provision of the Agreement, or in any manner that infringes the rights of Provider or of third parties, including intellectual property rights and rights protecting privacy.

9.7 User shall indemnify Provider against all third-party claims, all damage arising therefrom, and all costs incurred by Provider (including reasonable legal costs) arising out of or in connection with a breach by User of articles 9.4, 9.5, or 9.6, or otherwise with the use of the Service in breach of the Agreement.

9.8 If User is approached by a third party with an allegation that the Service itself infringes an intellectual property right belonging to that third party, User shall notify Provider thereof in writing without delay. In that case, Provider has the right — at its option and at its expense — to:

(i) modify the Service so that the alleged infringement is removed;

(ii) obtain a licence for the infringing elements; or

(iii) terminate the Agreement with a pro rata refund of the prepaid fee for the unused period.

Any further liability or indemnification obligation of Provider on the grounds of (alleged) infringement of third-party intellectual property rights is excluded. The conditions for this regime are that User (a) gives Provider control over the defence or settlement, (b) makes no commitments to the third party without the prior written consent of Provider, and (c) provides Provider with reasonably necessary information and cooperation.

9.9 Provider expressly reserves all rights that have not been explicitly granted.

Article 10 — Login Credentials and use by User

10.1 User is responsible for keeping the Login Credentials issued to it confidential and for all use of the Service that takes place through such Login Credentials, regardless of whether that use takes place by User itself, by employees of User, or by third parties.

10.2 If User knows or reasonably suspects that its Login Credentials have come into the hands of unauthorised persons, User shall notify Provider immediately and shall promptly change its Login Credentials or have them replaced by Provider.

10.3 Provider may block or change Login Credentials where Provider has a reasonable suspicion of misuse, breach of the Agreement, or a security incident. In that case, Provider shall inform User of the measure taken as soon as possible.

Article 11 — Complaints and limitation

11.1 Complaints about the Service must be communicated to Provider in writing and with substantiation within fourteen (14) days of the complaint arising or of becoming aware of the failure, on pain of forfeiture of rights. Provider shall handle properly substantiated complaints within a reasonable period.

11.2 Without prejudice to article 12 (Liability), any right of action of User in connection with the Agreement shall lapse once a period of three (3) months has elapsed from the day on which User became aware, or could reasonably have become aware, of the existence of the right of action, and User has not communicated the relevant claim in writing and with substantiation to Provider within that period.

Article 12 — Liability

12.1 The Service is offered “as is”. Provider does not warrant that the Service is free from errors, complete, current, or continuously available.

12.2 Provider is not liable for damage resulting from reliance on the content of the Service, including decisions taken by User on that basis. The content does not constitute legal advice (see article 4.5).

12.3 The total liability of Provider on the grounds of an attributable failure in the performance of the Agreement, in tort, or on any other ground, is per event and per calendar year limited to compensation for direct damage only, up to a maximum of the amount that User has paid to Provider for the Service (excluding VAT) in the twelve (12) months preceding the event causing the damage.

12.4 Direct damage means exclusively:

(i) reasonable costs incurred by User to bring Provider’s performance into conformity with the Agreement;

(ii) reasonable costs incurred to prevent or limit direct damage;

(iii) reasonable costs incurred to determine the cause of the damage, the liability, and the direct damage.

12.5 Any liability of Provider for damage other than direct damage — including consequential damage, lost profits, missed savings, business interruption, diminished goodwill, reputational damage, loss, mutilation, or transposition of data, and immaterial damage — is entirely excluded.

12.6 The limitations and exclusions of liability in this article also apply to any warranties and indemnification obligations of Provider, including the regime of article 9.8.

12.7 User’s right to damages arises only if User:

(i) has notified Provider of the damage and the underlying failure within fourteen (14) days of its occurrence, or of the moment at which User could reasonably have become aware of it, in writing and with proper substantiation; and

(ii) has subsequently afforded Provider a reasonable period of at least thirty (30) days to remedy the failure or to limit its consequences.

In the absence of a timely and substantiated notification as referred to under (i), or where Provider has not been afforded a reasonable remedy period as referred to under (ii), User’s right to damages shall lapse. Article 11 (Complaints and limitation) remains in full force.

12.8 User shall indemnify Provider against third-party claims relating to the use of the Service in breach of these General Terms and Conditions or of any statutory provision. The indemnification also covers all damage and costs, including reasonable legal costs, that Provider suffers or incurs in connection with such a claim.

12.9 The limitations and exclusions of liability set out in this article also apply for the benefit of third parties engaged by Provider, including suppliers, freelance editors, and cooperation partners.

Article 13 — Privacy and engaged service providers

13.1 Provider processes personal data of User and of natural persons related to User who have access to the Account exclusively in accordance with the Privacy Statement, available at https://annotated.nl/en/legal/privacy/.

13.2 Provider acts as an independent controller for the personal data processed in the context of the Service. There is no processing on behalf of User; a data processing agreement is therefore not required.

13.3 Provider engages a number of external service providers for the performance of the Service. A current list is included in the Privacy Statement. Provider is responsible for the careful selection and management of these service providers.

Article 14 — Changes to the terms and conditions

14.1 Provider may amend these General Terms and Conditions from time to time. Changes shall be announced by e-mail and published on the Website at least 30 days before the effective date.

14.2 Where a change is materially adverse to User, User has the right to terminate the Subscription, free of charge, before the effective date of the change. In that case, the Agreement shall end on the effective date of the change, without further renewal.

14.3 Continued use of the Service after the effective date of the change shall be deemed acceptance of the amended terms and conditions.

Article 15 — Force majeure

15.1 Provider is not liable for failures in performance that are the result of force majeure, including: disruptions at suppliers (including hosting and payment service providers), DDoS attacks, governmental measures, failure of utilities, pandemic, war, and strike.

15.2 If the force majeure situation continues for more than 30 days, either party may dissolve the Agreement in writing without being liable for damages.

Article 16 — Termination

16.1 Without prejudice to article 7.4, either party may dissolve the Agreement, without written notice of default or judicial intervention and without being liable for any compensation, with immediate effect in writing, in whole or in part, if:

(i) the other party applies for or has been granted a suspension of payment;

(ii) the other party files for its own bankruptcy or its bankruptcy has been filed for or declared;

(iii) the business of the other party is or has been liquidated or terminated, other than for the purpose of a merger, consolidation, or change of legal form in which the obligations are continued unaltered;

(iv) attachment is or has been levied on a substantial part of the other party’s assets;

(v) the other party can no longer be deemed capable of fulfilling its obligations.

16.2 Provider may terminate the Agreement where it discontinues, withdraws from the market, or substantially reduces the Service in a manner that affects the core functionality. Provider shall inform User thereof in writing at least sixty (60) days before the intended end date. Prepaid fees for the period after the end date shall be refunded pro rata to User within fourteen (14) days. Any further liability of Provider on the grounds of such termination is excluded.

16.3 Upon termination of the Agreement, on any ground, access to the Service lapses as of the end date. Provider shall delete the Account and the associated usage data within 90 days of the end date, except for (i) data that Provider is required to retain for longer on the grounds of statutory obligations (such as invoice administration under article 52 of the Dutch General State Taxes Act, Algemene wet inzake rijksbelastingen) and (ii) data that Provider retains in anonymised form for analytical purposes. If User has stored its own data via functionalities of the Service (such as annotations or uploaded documents), User may request an export in a commonly used machine-readable format up to 30 days after the end date via info@annotated.nl. Amounts invoiced by Provider prior to termination in connection with services already rendered or delivered remain payable and become immediately due upon termination, subject to article 16.2.

16.4 Provisions that, by their nature, are intended to apply after termination of the Agreement — including in any event article 8 (Confidentiality), article 9 (Intellectual property), article 11 (Complaints and limitation), article 12 (Liability), article 13 (Privacy and engaged service providers), and article 17 (Governing law and disputes) — shall remain in full force.

Article 17 — Governing law and disputes

17.1 The Agreement and these General Terms and Conditions are exclusively governed by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Sales Convention) is expressly excluded.

17.2 Disputes between the parties arising out of or in connection with the Agreement shall be submitted, in the first instance, to the competent court in Amsterdam.

Article 18 — Final provisions

18.1 Communications between the parties shall be made by e-mail to the addresses specified in the Agreement. An e-mail shall be deemed to have been received at the moment of successful delivery to the recipient’s e-mail server, subject to evidence to the contrary.

18.2 Provider may engage third parties for the performance of the Agreement, without prejudice to its responsibility for proper performance. For the privacy aspect of such engagement, article 13.3 applies.

18.3 Transfer of rights and obligations under the Agreement by User requires the prior written consent of Provider. Provider shall not withhold such consent on unreasonable grounds.

18.4 Provider may transfer rights and obligations under the Agreement to a legal successor (for example, in the case of a business transfer or change of legal form). User shall be informed thereof in good time and, in the case of a material change, shall have the termination rights set out in article 14.

18.5 If Provider, at any point, does not invoke a right or power to which it is entitled under the Agreement or by operation of law, this does not mean that it waives such right or power.

18.6 The English-language version of these General Terms and Conditions is provided for information only; in the event of any discrepancies between the versions, the Dutch text prevails.

Contact

Questions or comments regarding these General Terms and Conditions: info@annotated.nl