Legal
CALQORE GENERAL TERMS AND CONDITIONS
Supplementary product and licence terms to the NLdigital Terms 2025 — which can be downloaded here (English PDF).
Version: 10-09-2026 · Business customers only · CalQore B.V., ’s-Hertogenbosch, the Netherlands
1. Definitions
1.1 CalQore: CalQore B.V., having its registered office in ’s-Hertogenbosch, the Netherlands, with offices at Europalaan 24 G, 5232 BC ’s-Hertogenbosch, registered with the Dutch Chamber of Commerce under number 42091594.
1.2 Software: the software, modules, integrations, documentation and updates developed by CalQore and offered under the CalQore brand.
1.3 CalQi: the optional assistance function allowing a User to ask questions about the use and operation of the Software.
1.4 Customer: the legal entity, or the natural person acting in the course of a profession or business, that uses or permits the use of the Software.
1.5 User: any natural person who has access to the Software under the responsibility of Customer.
1.6 Customer Data: all data, files, drawings, models, rules, parameters, prompts and other information entered, connected or made available by or on behalf of Customer.
1.7 Output: all calculations, analyses, recommendations, estimates, checks, files and other results generated by the Software or CalQi.
1.8 Order Confirmation: the quotation, order, partner order, licence confirmation or other written record describing the Software and services purchased.
1.9 Agreement: the Order Confirmation, these terms and the further documents listed in article 2.7, taken together.
1.10 Subscription Licence: a right of use for the duration of a subscription period, as governed by article 4.1.
1.11 Perpetual Licence: a perpetual right of use, as governed by article 4.2.
1.12 Maintenance: the maintenance and support services accompanying a Perpetual Licence, as governed by article 14.
1.13 Referral Partner: an independent business that introduces a prospective customer to CalQore but does not sell, invoice, implement or support the Software.
1.14 Solution Partner: an independent business that sells and invoices the Software in its own name and for its own account and that, where agreed, provides implementation, configuration, training and first-line support.
2. Applicability and order of precedence
2.1 These terms apply to all offers, quotations and agreements under which CalQore supplies the Software or related services. The Software is offered exclusively to business customers and not to consumers.
2.2 In addition to these terms, the NLdigital Terms 2025 apply, filed with the District Court of Midden-Nederland, Utrecht location. These terms are a separate supplement to that set and not an amended edition of it.
2.3 Given the nature of the Software, the following parts of the NLdigital Terms 2025 apply in any event: chapter 1 (general provisions), chapter 2 (compliance), chapter 3 (cybersecurity), chapter 4 (processing of personal data), article 37 of chapter 6 (artificial intelligence), chapter 7 (software) and chapter 9 (software maintenance and support). Chapter 10 (advisory services) applies to separately agreed advisory work. The Software is not supplied as a SaaS service; the remaining provisions of chapter 6 therefore do not apply.
2.4 Where the Software is purchased through a Solution Partner, these terms apply as end-user and licence terms between CalQore and Customer for the use of the Software and for second-line support provided by CalQore. For that relationship, CalQore qualifies as supplier within the meaning of the NLdigital Terms 2025.
2.5 Both sets of terms are published on CalQore’s website and are provided to Customer, together with the quotation to be signed, before or upon entering into the agreement. Customer can download, save and print them there. Where a Solution Partner sells the Software, that partner provides both sets of terms in the same manner together with its quotation.
2.6 Signature of the quotation, electronic acceptance, activation or use of the Software after the terms have been provided constitutes acceptance of them.
2.7 In the event of conflict, the following order applies, from highest to lowest: (a) a separately signed agreement, (b) the Order Confirmation, (c) these terms, including the accompanying annex on sub-processors, (d) the NLdigital Terms 2025. By way of exception, chapter 4 of the NLdigital Terms 2025 prevails over (b) and (c) insofar as the processing of personal data is concerned. The Support Terms published by CalQore do not form part of the Agreement, unless the Order Confirmation expressly provides otherwise.
2.8 Customer’s own terms are expressly rejected. Deviations apply only where CalQore has accepted them in writing.
3. Sales through partners
3.1 A Referral Partner does no more than bring the parties into contact. CalQore or the Solution Partner then handles the demonstration, quotation, sale, invoicing and commercial follow-up. Article 6.4 applies to implementation and support.
3.2 A Solution Partner sells and invoices the Software from its own business and provides implementation, configuration, training, commissioning and first-line support for customers in its region. CalQore provides second-line support, unless the Order Confirmation sets out a different division of tasks.
3.3 Partners are independent businesses. They are not employees, commercial agents, authorised representatives or part of CalQore, and cannot bind CalQore. Commitments, warranties, prices, deadlines or other statements by a partner bind CalQore only after express written confirmation by CalQore.
3.4 CalQore is not a party to services that a Solution Partner supplies to Customer itself. Responsibility and liability for those services rest solely with that partner, to the extent permitted by law.
3.5 A Solution Partner sells and supplies the Software under the CalQore name and trademark only. Offering it under any other product name, white-label or private-label arrangements, and rebranding are not permitted.
3.6 CalQore may communicate directly with Customer regarding licence administration, security, necessary product notifications and second-line support. This does not alter the commercial relationship with the Solution Partner.
4. Right of use
4.1 Subscription Licence. Where a Subscription Licence has been agreed, CalQore grants Customer, for the duration of a valid subscription period, a limited, non-exclusive, non-transferable and non-sublicensable right to use the agreed Software internally for its own business operations.
4.2 Perpetual Licence. Where a Perpetual Licence has been agreed, CalQore grants Customer, by way of derogation from article 42.1 of the NLdigital Terms 2025, a perpetual, limited, non-exclusive and non-sublicensable right to use the agreed Software internally for its own business operations. That right covers the version delivered at the outset and every version CalQore makes available for as long as the Maintenance is in force. Where the licence fee is paid in instalments, the right of use becomes perpetual, in accordance with article 6.3 of the NLdigital Terms 2025, only once Customer has paid all amounts due in full; until that time CalQore may terminate the right of use in the event of a failure to pay.
4.3 A licence is tied to the legal entity, modules and licence scope stated in the Order Confirmation. The licence scope may be expressed in the Order Confirmation in named Users, in concurrent Users, in a tier, on a company-wide basis or in any other manner described therein; the Order Confirmation is decisive in that respect. Where the Order Confirmation is silent on this, the licence applies to named Users, the right of use being tied to one named User and not to be used by several people simultaneously or in turn. Integration modules are licensed per legal entity and may be used by all authorised Users within that entity, unless the Order Confirmation provides otherwise.
4.4 Use by group companies, external contractors or other third parties is permitted only where stated in the Order Confirmation or approved in advance in writing by CalQore. The restrictions on use set out in articles 42.6 and 42.7 of the NLdigital Terms 2025 apply in full.
4.5 Customer is responsible for use by Users, for the confidential handling of access credentials and for the timely withdrawal of access once a User is no longer authorised.
4.6 Article 42.8 of the NLdigital Terms 2025 applies to the verification of compliance with the restrictions on use. In addition, CalQore will carry out such an audit no more than once per calendar year, unless there is a concrete indication that the licensed scope has been exceeded. If use exceeds the licensed scope, the excess will be invoiced retroactively from the moment the scope was exceeded, at the rates then applicable. Where the excess amounts to more than five per cent of the agreed licensed scope and to more than one User or other licence unit, the reasonable costs of the audit are for Customer’s account.
4.7 The right of use grants Customer no rights to CalQore’s trade names, trademarks, logos or domain names, other than for a business reference to its lawful use of the Software. Customer will not register or use any confusingly similar signs.
4.8 A Perpetual Licence may be transferred to the acquiring party in the context of a merger, acquisition or transfer of Customer’s business, provided CalQore has given its prior written consent. CalQore will not withhold that consent unreasonably. Customer will inform CalQore without delay of any intended transfer, and the acquiring party assumes all rights and obligations under the Agreement in full.
4.9 In the event of a breach of article 4.3, article 4.4 or the restrictions on use set out in the NLdigital Terms 2025, Customer forfeits an immediately payable penalty equal to twelve months of the base licence fee then applicable per breach, increased by EUR 500 for each day the breach continues, without any notice of default or prior court intervention being required. CalQore may in addition terminate the right of use and the Agreement with immediate effect, without being obliged to make any refund or payment. The penalty is without prejudice to CalQore’s right to full compensation for damage and to performance.
4.10 Continuity under a Perpetual Licence. Activation is required in order to use the Software. Where CalQore permanently discontinues the activation service or ceases to exploit the Software, it will provide Customer, in good time and free of charge, with a means of exercising the right of use under article 4.2 without that service, such as a permanent key or a version without an activation check. Where the activation service is temporarily unavailable, the Software remains usable for at least thirty days. Under a licence for concurrent Users this applies on the workstation on which the licence seat concerned was last used; during that period a licence seat cannot be moved to another workstation and the licence scope cannot be extended.
5. Scope and acceptance of the Software
5.1 The agreed functionality follows exclusively from the Order Confirmation and the documentation applicable at the time of delivery. Demonstrations, examples, roadmaps and general product information are not binding unless expressly included in the Order Confirmation.
5.2 Modules, integrations, customisation, implementation, training and support are included only to the extent agreed in writing.
5.3 The parties do not agree an acceptance test unless this is expressly recorded in the Order Confirmation. Article 44.1 of the NLdigital Terms 2025 applies: the Software is deemed accepted by Customer upon delivery or, where CalQore carries out the installation, upon completion of that installation. This is without prejudice to the warranty set out in article 14.
5.4 CalQore may maintain, improve, secure and adapt the Software. CalQore will use reasonable efforts to ensure that the essential agreed functionality is not materially reduced without reasonable grounds during the current subscription period or during a current Maintenance period.
5.5 Test, preview and beta functionality may be changed or discontinued and is supplied without any warranty as to availability, completeness or suitability for production use.
5.6 Customer assesses for itself whether the Software is suitable for its intended use. CalQore does not advise on costing, material or production choices unless separately agreed in writing.
6. Installation, implementation and support
6.1 The core of the Software is installed locally on a supported Windows system of Customer. Supported versions are set out in the documentation. Article 43.2 of the NLdigital Terms 2025 applies to the further division of work and responsibilities on installation.
6.2 Customer may configure the Software itself. Implementation, configuration, migration, training, integration and optimisation are separate, chargeable services.
6.3 Basic implementation is the start of the implementation process: the Software is delivered in working order with an initial set-up and an introduction for the User. It is not a complete set-up and not a complete course of training. What the basic implementation covers, how many days it comprises and what it costs are set out in the quotation or Order Confirmation of the party carrying out the implementation. Customer supplies the data required for it in good time. Where more hours are required, for instance because of additional requirements, a different set-up, data migration or delay on Customer’s side, these are charged on a time-and-materials basis at the rates then applicable, following prior consultation with Customer.
6.4 Where a Solution Partner is active in Customer’s region, that partner carries out implementation and first-line support and is the first point of contact, regardless of the channel through which the Software was purchased. CalQore provides second-line support and takes over a report where it calls for further investigation or a change to the Software. Where no Solution Partner is active in Customer’s region, CalQore provides implementation and support itself.
6.5 The prices and lead times CalQore publishes for implementation are recommended prices. Where implementation is carried out by a Solution Partner, that partner assesses what Customer needs and determines the scope, price and terms itself. In that case only that partner’s quotation is binding.
6.6 Work falling outside the agreed services, including support for problems originating in Customer’s environment or in third-party systems, is charged on a time-and-materials basis at the rates then applicable.
7. Fees, term and invoicing
7.1 The Software is offered as a Subscription Licence or as a Perpetual Licence. The form chosen, the modules, the number of Users, the fees and the payment method are set out in the Order Confirmation.
7.2 Subscription Licence. The subscription period is a quarter or a year, starts on the date of delivery and is subsequently renewed automatically for successive periods of equal length. Termination by Customer or by CalQore takes place in writing or electronically with effect from the end of the current period, observing a notice period of two weeks for a quarterly subscription and two months for an annual subscription.
7.3 Perpetual Licence. The licence fee is payable once. Where payment in instalments has been agreed, the final sentence of article 4.2 applies. In addition to the licence fee, Customer owes a fee for Maintenance in accordance with article 14.
7.4 In the case of direct sales and sales following a referral, CalQore invoices in advance per period. Invoices are paid within fourteen days of the invoice date, unless another method or term of payment is set out in the Order Confirmation. Where a Solution Partner sells the Software, that partner invoices from its own business and its own payment terms apply.
7.5 An extension of the licence scope and the purchase of additional modules take place on the basis of a supplementary Order Confirmation, at the rates then applicable and in accordance with the licence form recorded therein. Under a Subscription Licence, the extension takes effect on the date of activation, is charged pro rata for the remainder of the current period and thereafter runs with the subscription period; a reduction takes effect at the end of the current period. Under a Perpetual Licence, the supplementary Order Confirmation records which fee is payable once and which is payable periodically. Without a supplementary Order Confirmation, Customer is not entitled to extend the licence scope. This article is without prejudice to the automatic renewal of the subscription period and of the Maintenance in accordance with articles 7.2 and 14.3.
7.6 All amounts are in euro and exclusive of VAT and other applicable levies, unless stated otherwise in writing.
7.7 The agreed prices are fixed for the duration of the current period. Any indexation for inflation is excluded from this. CalQore may adjust its rates with effect from a renewal, provided it announces this no later than the start of the notice period; Customer may in that case terminate with effect from the renewal date.
7.8 A discount, promotional rate or loyalty benefit applies only for the period for which it has expressly been granted. A benefit that depends on a licence, product or status held with a third party lapses as soon as that licence, product or status ends.
7.9 Amounts paid are non-refundable, except where these terms expressly provide otherwise, where agreed otherwise in writing, or where mandatory law requires otherwise.
7.10 Customer is not entitled to set off or to suspend any payment, on any ground whatsoever.
8. Customer Data and use of data
8.1 Customer retains the rights to Customer Data. CalQore obtains only the right to process Customer Data in order to perform, secure and support the Agreement.
8.2 Customer Data held by the locally installed Software remains within the environment managed by Customer. CalQore obtains access to it only where Customer shares data for support or an integration is activated. Article 9 applies to CalQi.
8.3 CalQore may use anonymised and aggregated data on the use and performance of the Software for maintenance, security, statistics, benchmarking and product improvement. Such data contains no Customer Data and cannot be traced back to Customer, a User or any other natural person. It does not qualify as Customer Data and the rights to it rest with CalQore.
9. CalQi
9.1 What CalQi is. CalQi is an optional assistance function allowing a User to ask questions about the use and operation of the Software, intended to shorten the learning curve. CalQi is not intended to assess or advise on calculations, quotations, choice of materials, manufacturability or production decisions. CalQi is supplied as part of the Software and falls within the right of use and the licensed scope under article 4.
9.2 Applicable provisions. Insofar as CalQi uses AI functionality, CalQore is the provider within the meaning of Regulation (EU) 2024/1689 (the AI Act) and Customer is the deployer. Article 37 of the NLdigital Terms 2025 applies in full, including its provisions on the intended purpose, the characteristics of AI and model drift, monitoring, the reporting of serious incidents, human oversight and AI literacy.
9.3 Enabling. CalQi is optional and disabled by default. Only an administrator of Customer may enable CalQi, select the available settings and disable it again; a User cannot change that choice. Disabling or restricting CalQi may mean that functionality depending on it is unavailable. The fee payable is not affected by this. Where CalQi is disabled and no integration is active, the Software operates entirely locally.
9.4 Transparency. The interface shows at all times that answers from CalQi are generated by an AI system and must be verified, and whether CalQi is enabled at that moment. Customer informs its Users of this and of how answers may be used within its organisation.
9.5 Processing. The processing that takes place when CalQi is used, and the sub-processors engaged for it, are set out in the annex on sub-processors to these terms.
9.6 Output. Answers from CalQi do not alter Customer Data and are not automatically incorporated into calculations, quotations, files or any other output of the Software. Where a User transfers an answer into a document, a calculation or another system, the assessment and use of it are for Customer’s account.
9.7 Nature of the answers. CalQi generates probabilistic answers. An answer may be incorrect, incomplete or unsuitable and does not constitute independent production, safety, technical, legal or financial advice. In case of doubt, the documentation prevails over an answer from CalQi. Article 10 continues to apply in full to the output of the Software itself.
9.8 Risk classification. CalQi is intended for user support and is not intended for the applications listed in Annex I or Annex III to the AI Act, nor for use as a safety component of a product. Customer will not deploy it for such purposes.
9.9 Prohibited and restricted use. Customer will not deploy CalQi for practices prohibited under article 5 of the AI Act, nor for decisions taken solely by automated means that produce legal effects or similarly significant effects concerning individuals. Customer instructs its Users not to enter personal data or confidential information that is not needed to answer the question.
9.10 Fair use. A monthly usage limit applies to CalQi, which is visible to the User within the application. If that limit is structurally exceeded, the parties will consult on appropriate additional remuneration or a broader licence form. CalQore may temporarily limit or throttle use where necessary for the availability, security or manageability of the service, or in the case of use that clearly departs from normal business use.
9.11 End of CalQi. Under a Perpetual Licence, CalQi is available only for as long as the Maintenance is in force. When the Maintenance ends, the availability of CalQi lapses by operation of law.
10. Output and verification
10.1 Output depends on the files, materials, machines, operations, times, rates, margins, rules, settings and other assumptions entered by Customer.
10.2 Before issuing a quotation, releasing for production or using Output in another system, Customer checks at least the geometry, choice of material, quantities, operations, manufacturability, costing, price, margin and output files.
10.3 CalQore does not warrant that Output corresponds to actual production costs, sales prices, lead times, material consumption, profitability, manufacturability or the requirements of Customer or third parties.
10.4 A locked calculation or stored snapshot supports traceability but does not replace verification and approval by Customer.
10.5 The Software is not intended to be the sole basis for decisions in safety-critical applications, or in applications where an error without human verification could lead to injury, environmental damage or serious damage to property, unless CalQore has expressly accepted this in writing.
11. Integrations and third-party services
11.1 For integrations with CAD, CAM, ERP, MRP, MES, shop-floor or other systems, Customer holds the necessary licences, permissions, API access and technically suitable versions.
11.2 The operation of an integration may depend on third-party services, data formats and APIs. CalQore is not responsible for changes, malfunctions, restrictions or discontinuation on the part of those third parties. Adjustments required as a result of changes in the systems of Customer or third parties fall outside the subscription and outside the Maintenance, unless agreed otherwise in writing.
11.3 Transfer of data to a system or third party chosen by Customer takes place on Customer’s instructions and at Customer’s risk. CalQore is not responsible for further processing by that third party.
12. Intellectual property
12.1 Article 7 of the NLdigital Terms 2025 applies to intellectual property. The following applies in addition.
12.2 Customer may use the quotations, reports and production output it generates for its own business operations. This transfers no rights to the underlying Software, methods or models.
12.3 The Software is offered under the CalQore name only. Customer and Partners will not place the Software on the market under any other name, trademark or visual identity, and will not remove, obscure or alter any trademark, name, ownership or copyright notice in the Software, the documentation or the Output.
12.4 Customer and Partners will not contest CalQore’s rights and will not act in any way that may hinder the establishment, maintenance or enforcement of those rights. They will not file or register any trademark, trade name, domain name, design or other sign that is identical or similar to CalQore or CalQi.
12.5 Customer will inform CalQore without delay upon becoming aware of unauthorised use of the Software or of a possible infringement by a third party, and will provide reasonable cooperation with enforcement.
12.6 CalQore may use suggestions and feedback without restriction or compensation, provided that no confidential Customer Data is disclosed.
13. Personal data and security
13.1 Insofar as CalQore processes personal data on behalf of Customer, chapter 4 of the NLdigital Terms 2025 applies as the data processing agreement between CalQore and Customer. This also applies where the Software has been purchased through a Solution Partner.
13.2 Where a Solution Partner processes Customer’s personal data in the context of sales, implementation, configuration, training or first-line support, CalQore concludes a separate data processing agreement with that partner for the data it processes on behalf of or for CalQore. Customer agrees that CalQore and the Solution Partner may exchange the account, licence and support data necessary for that purpose.
13.3 Nature and purpose. CalQore processes personal data solely in order to make the Software available and keep it functioning, administer licences and user accounts, provide support, secure the services and investigate incidents, and comply with a legal obligation. The Agreement, these terms and the settings selected by Customer constitute Customer’s instructions.
13.4 Data subjects and data. The categories concerned are Customer’s Users, contacts who approach support, and Customer’s business relations insofar as they appear in Customer Data. The data processed comprises contact and account details, licence and usage data, and the data Customer shares in a support report or through an integration.
13.5 Retention. The processing continues for as long as the Agreement is in force. Data from a support report is retained for as long as necessary for handling and reproducibility and is then deleted, subject to a maximum of twenty-four months after the report is closed.
13.6 The sub-processors engaged are set out in the annex on sub-processors to these terms. Article 32 of the NLdigital Terms 2025 applies to their engagement and to any change in them.
13.7 The Software is not designed for the processing of special categories of personal data or criminal-offence data. Customer will not enter such data without prior written arrangements.
13.8 The annex on sub-processors forms part of these terms and carries its own version date. In addition to the sub-processors listed in it, the Solution Partner stated in the Order Confirmation acts as a sub-processor. Article 32.3 of the NLdigital Terms 2025 applies to any change to the annex; such a change does not constitute an amendment of these terms within the meaning of article 18.2.
14. Warranty, maintenance and support
14.1 Article 48 of the NLdigital Terms 2025 applies to the warranty. A defect exists within the meaning of article 44.3 of those terms. Beyond that warranty CalQore gives no warranties, whether express or implied, and in particular does not warrant that the Software will operate without interruption or entirely free of error, or that it is fit for Customer’s intended use.
14.2 Maintenance and support are provided only to the extent separately agreed. Chapter 9 of the NLdigital Terms 2025 applies to those services. Article 42.10 of those terms continues to apply in full.
14.3 Maintenance under a Perpetual Licence. Under a Perpetual Licence, Maintenance is mandatory during the first year following delivery. Thereafter the Maintenance is renewed automatically for successive periods of one year, unless Customer terminates in writing no later than two months before the end of the current period. The fee for Maintenance is payable in accordance with article 58.2 of the NLdigital Terms 2025. The fee is calculated on the licence scope as obtained under the Order Confirmation, irrespective of actual use. For as long as the right of use for that scope continues to exist, the Maintenance cannot be reduced to a smaller scope.
14.4 Consequences of the end of Maintenance. When the Maintenance ends, Customer retains the right to use the most recent version it lawfully obtained during a current Maintenance period. From that moment Customer is no longer entitled to updates, to new versions, to the remedying of defects or to support, and the availability of CalQi lapses in accordance with article 9.11.
14.5 Reinstatement. Where Customer wishes to take out Maintenance again after an interruption, a reinstatement fee is payable amounting to one hundred and twenty per cent of the fees that would have been payable over the interrupted period at the rates applicable during that period. CalQore is not obliged to accept a request for reinstatement.
14.6 In the event of a payment arrear on the Maintenance, CalQore may suspend support and the making available of new versions before terminating the Maintenance.
14.7 The availability of the locally installed Software depends in part on Customer’s environment. The availability of CalQi depends in part on internet connections and on third-party services.
14.8 Support is provided in accordance with the support policy published by CalQore. That policy is not a commitment within the meaning of this article. A contractually enforceable service level, response time, resolution time or availability commitment applies only where expressly agreed in the Order Confirmation or in a separate SLA.
14.9 Supported versions. Article 56.2 of the NLdigital Terms 2025 applies to support for earlier versions and to the correction of defects in them. The support policy published by CalQore may describe a more generous practice; no rights may be derived from it.
15. Suspension and end of use
15.1 CalQore may suspend access or support in whole or in part in the event of non-payment, unauthorised use, a security risk, infringement of intellectual property rights or another material failure to perform. Where reasonably possible, CalQore will first offer an opportunity to remedy.
15.2 Immediate suspension is permitted where reasonably necessary to prevent damage, misuse, a security incident, a breach of law or harm to systems or rights.
15.3 On the ending of a Subscription Licence, the right of use ends by operation of law. Customer will cease use and act in accordance with article 45.2 of the NLdigital Terms 2025. CalQore may revoke the licence key issued.
15.4 Under a Perpetual Licence, the right of use does not end when the Maintenance ends. The right of use ends only in the cases expressly set out in these terms or in the NLdigital Terms 2025, including article 4.2 in the case of payment in instalments and article 4.9 in the event of a breach of the restrictions on use.
15.5 Customer is responsible for the timely retention or export of data it requires after termination. Locally stored Customer Data remains under Customer’s control.
15.6 CalQore may terminate the Agreement with immediate effect, without notice of default, court intervention or any obligation to make a refund, where Customer is declared bankrupt, applies for or obtains a suspension of payments or a debt restructuring arrangement, ceases or dissolves its business, has an attachment levied on a substantial part of its assets, or otherwise can no longer freely dispose of its assets. The same applies where Customer fails to pay after a written reminder allowing a period of fourteen days. All CalQore’s claims become immediately due and payable in those cases.
15.7 Discontinuation. CalQore may discontinue a module, an integration or the Software as a whole. It will announce this in writing, observing a period of at least twelve months where the Software as a whole is discontinued and at least six months where a module or integration is discontinued. A Subscription Licence ends by operation of law on the announced date; fees paid in advance for the unused part of the period are refunded pro rata. Under a Perpetual Licence, the right of use continues in accordance with article 15.4, the Maintenance ends on the announced date without any reinstatement charge as referred to in article 14.5 becoming payable thereafter, and article 4.10 applies. Article 56.3 of the NLdigital Terms 2025 is unaffected.
16. Liability
16.1 CalQore is not liable for any material or immaterial damage arising out of or in connection with the Agreement, the Software, Output, support, or any act or omission of CalQore, its staff or third parties engaged by it, to the extent that the law permits such an exclusion.
16.2 By way of derogation from article 16.1, article 7.5 of the NLdigital Terms 2025 remains in force between the parties, on the understanding that the resulting liability is limited in accordance with article 16.3.
16.3 Insofar as the exclusion in article 16.1 does not hold, CalQore is liable solely for direct damage, limited as follows. Under a Subscription Licence, liability is limited to the total of the fees, excluding VAT, payable for the Software and services concerned over twelve months, whether Customer owes those fees to CalQore or to a Solution Partner. Under a Perpetual Licence, liability is limited to the total of the Maintenance payable over twelve months, increased by thirty per cent of the one-off licence fee, both excluding VAT and likewise irrespective of to whom they are payable. Where the amount of those fees does not appear from the Order Confirmation, the recommended prices published by CalQore for the licence scope concerned are taken as the basis. The maximum applies per event and per contract year; connected events count as a single event.
16.4 Insofar as the limitation in article 16.3 does not hold either, article 15 of the NLdigital Terms 2025 applies in full, including all conditions, exclusions and limitations set out in it.
16.5 In addition to article 15.4 of the NLdigital Terms 2025, CalQore is in no event liable for claims by Customer’s own customers, for damage resulting from lost orders or production delays, or for the costs of data reconstruction.
16.6 CalQore is not liable for damage connected with incorrect or incomplete Customer Data, rules or settings, with the failure to verify Output adequately or at all, with unauthorised use or use departing from the intended purpose, with inadequate back-ups or security, with third-party systems or services, or with the work or commitments of Partners.
16.7 The exclusions and limitations in this article do not apply in the event of intent or wilful recklessness on the part of CalQore’s management, nor to liability for death or personal injury, nor insofar as mandatory law precludes them.
16.8 This article applies regardless of the legal basis of the claim and also for the benefit of CalQore’s directors, employees, auxiliary persons, licensors and suppliers.
16.9 A condition for any right to compensation to arise is that Customer notifies CalQore of the damage in writing, as fully and in as much detail as possible, within thirty days of it occurring, so that CalQore has the opportunity to investigate the cause and limit the damage.
16.10 Any claim by Customer lapses in any event twelve months after the event giving rise to the damage occurred, whether or not Customer was aware of the damage or of the liability. This applies at every level of this article.
16.11 Customer purchases the Software for business use and has the expertise to assess the Output. The parties have expressly reflected the allocation of risk set out in this article in the level of the agreed fee and in the verification opportunities granted to Customer under articles 9, 10 and 14.
17. Indemnity
17.1 In addition to article 20.1 of the NLdigital Terms 2025, Customer indemnifies CalQore against third-party claims arising from the use of Output in Customer’s quotations, production, products or services.
17.2 The indemnity does not apply insofar as the claim is demonstrably caused solely by a circumstance for which CalQore remains liable under mandatory law.
17.3 Customer will inform CalQore without delay of any relevant claim and provide reasonable cooperation with the defence. CalQore may coordinate the defence and any settlement insofar as its interests are affected.
18. Lawful use and amendments
18.1 Customer will use the Software in accordance with applicable legislation, sanctions and export rules, and third-party rights. CalQore may refuse or restrict use where necessary for compliance with legislation or security, or to protect the rights and interests of CalQore, its customers or third parties.
18.2 CalQore may amend these terms in response to changes in legislation, security, technology, product functionality or business operations. Material amendments will be announced in an appropriate manner and in good time before they take effect. Amendments that are immediately necessary for reasons of legislation or security may take effect immediately.
18.3 Materially adverse amendments apply to a current fixed period only from the next renewal, unless earlier application is required by legislation, security or a governmental measure. In that latter case, Customer may terminate the Agreement within thirty days of the announcement, with effect from the date the amendment takes effect, without payment for the unused period. Under a Perpetual Licence, that right of termination relates to the Maintenance only.
18.4 CalQore may transfer its rights and obligations under the Agreement to a group company or to a third party in the context of a merger, acquisition, demerger or transfer of the business or of the business activity concerned. Customer grants its cooperation and consent for this in advance. Customer may not transfer its rights and obligations without CalQore’s prior written consent, subject to article 4.8.
19. Disputes
19.1 The parties will first use reasonable efforts to resolve a dispute through consultation at management level. Proceedings may be commenced only after thirty days have passed since written notification of the dispute. This period does not apply to monetary claims and debt collection measures, and does not preclude protective measures or urgent proceedings.
19.2 Article 18 of the NLdigital Terms 2025 applies to the governing law and to the resolution of disputes.
19.3 These terms were drawn up in Dutch. In the case of a translation, the Dutch text prevails in the event of any difference in interpretation, to the extent permitted by law.
20. Contact details
CalQore B.V., Europalaan 24 G, 5232 BC ’s-Hertogenbosch, the Netherlands
Chamber of Commerce: 42091594 · VAT: NL869675874B01 · email: info@calqore.com · telephone: +31 85 0747007
Annex — Sub-processors
Version: 10-09-2026 · forming part of article 13 of these terms
Chapter 4 of the NLdigital Terms 2025 applies between CalQore and Customer as the data processing agreement. Article 13 sets out the nature, purpose, data subjects, retention and security of the processing. This annex supplements that solely with the sub-processors engaged.
Amazon Web Services EMEA SARL — infrastructure for CalQi and the Anthropic language models. Prompts and answers are not retained and are not used to train models. Establishment: Luxembourg. Processing location: European Union (Frankfurt).
AESC B.V. — support environment and first-line support, including for Customers purchasing the Software directly from CalQore. Establishment: the Netherlands. AESC engages for that purpose: Zoho Corporation B.V., processing location United States on the basis of the standard contractual clauses adopted by the European Commission, and AnyDesk Software GmbH for remote assistance by screen sharing, establishment and processing location Germany.
The Solution Partner stated in the Order Confirmation — first-line support, implementation and training. Establishment and processing location: as stated in the Order Confirmation.
Where processing takes place outside the European Economic Area, it does so solely on the basis of an adequacy decision of the European Commission or of the standard contractual clauses adopted by it, supplemented by appropriate additional measures. The working method for remote assistance is set out in the CalQore Support Terms.