Ignite Group Terms and Conditions

Version: 29 May 2026

1. Definitions

In these Terms and Conditions (‘Terms’) the following terms shall have the following meanings:

‘Agreement’: the contract for services between Ignite Group and the Client setting out the Services to be provided by Ignite Group to the Client;
‘AI Act’: Regulation (EU) 2024/1689 of the European Union on artificial intelligence;
‘AI Model’: an algorithmic model or programme that draws conclusions, identifies correlations or makes predictions, and/or generates output from the input data it receives using a variety of architectures, including but not limited to neural networks, deep learning, transformers, decision trees, support vector machines and k-nearest neighbour models;
‘AI System’: has the meaning as defined in Article 3(1) of the AI Act;
‘AI System Output’: all output from the Ignite- AI;
‘Application’: a written request for a grant and/or tax exemption;
‘Client’: the natural or legal person to whom Ignite Group provides Services on the basis of an Agreement;
‘Client Data’: documents, (personal) data and materials belonging to the Client or provided by the Client to Ignite Group, whether or not via Ignite-AI;
‘Confidential Information’: information belonging to the Client or Ignite Group (a) which has been designated as confidential in writing, (b) which is not generally known to the public, (c) which has not been generally disclosed by a party to whom the information relates and/or from whom the information originates, and (d) information the confidential nature of which is reasonably known;
‘Consultancy’: the identification, analysis and assessment of grant opportunities, advising on grants and tax incentives, the preparation and submission of grant and/or tax applications, as well as the associated support, reporting and follow-up;
‘Databases’: the digitally stored and structured collections of data, documents and information relating to the search for, application for, granting of and reporting on grants, managed by Ignite Group, which may be accessed by the Client exclusively via the Digital Services and on the basis of an agreed licence;
‘Digital Services’: the online services and functionalities offered remotely by Ignite Group on a licence basis for searching for, applying for, disbursing and accounting for grants, including – but not limited to – grant portals, the Grant Administration System (SAS), the Grant Tracking System and Vindsubsidies.nl, as well as the associated databases and any successors, extensions and variants thereof;
‘Ignite-AI’: means the AI System(s) and/or AI Model(s) (including Third-Party AI where applicable) made available to the Client by Ignite Group as described in the description of the Services;
‘Ignite Group’ (also referred to as ‘the Contractor’): Ignite Group B.V., with its registered office in Enschede and registered with the Chamber of Commerce under number 08118410, and all its affiliated entities.
‘Party/Parties’: the contracting party or parties to the Agreement;
‘Service(s)’: the service(s) provided by Ignite Group to the Client as described in the Agreement, consisting of (i) Consultancy services and/or (ii) Digital Services;
‘Third-Party AI’: means any third-party AI System or AI Model that is incorporated into or used as the basis for the Ignite-AI, or that is used in conjunction with the Ignite-AI, where applicable;
‘Writing’: on paper, by post or by email.

Part A: General Provisions

2. Applicability of the Terms and Conditions

These Terms and Conditions apply to the Agreement and all other legal transactions between Ignite Group and the Client, unless expressly agreed otherwise in Writing.
The applicability of any purchasing- or other terms and conditions applied by the Client is expressly excluded.
The Terms and Conditions also apply vis-à-vis the Client in respect of any third parties engaged by Ignite Group for the performance of the Agreement.
Ignite Group reserves the right to amend the Terms and Conditions from time to time. The amended Terms and Conditions shall take effect from the date specified in the notice by which Ignite Group announces the amendments. The amended Terms and Conditions shall apply to all current Agreements. The Client may terminate (beëindigen) the Agreement at the end of the current contract period if the amendments are material and/or unreasonably onerous, by giving Ignite Group written notice of termination within 14 days of the announcement of the proposed amendments.
Amendments, additions or alterations to the Agreement are only valid if they are set out in Writing and signed by both Parties.
In the event of any conflict between these Terms and Conditions and the Agreement, the provisions of the Agreement shall prevail.
In addition to Part A (General Provisions), depending on the Services agreed in the Agreement, the following parts of these Terms and Conditions shall apply in addition: A. for Consultancy services: Part B (Consultancy); B. for Digital Services: Part C (Digital Services); If the Services constitute a combination of the aforementioned categories, the corresponding parts shall apply cumulatively.
In the event of any conflict between a provision in the General Provisions and a provision in Part B or Part C, the provision in Part B or Part C shall prevail – insofar as it relates to the relevant category of Services.

3. Quotations

Quotations from Ignite Group are non-binding and subject to withdrawal, unless otherwise stated in the quotation.
Offers, quotations and price agreements in Agreements do not automatically apply in the future.

4. Exclusivity

During the term of the Agreement, the Client shall have the Services provided by Ignite Group on an exclusive basis. During the term of the Agreement, the Client shall not engage any third parties – including other consultancy firms and (online) tools – for the Services falling within the scope of this Agreement.
In particular, the Client is not permitted, in breach of the exclusivity obligation set out in this clause, to procure services equivalent to the Services from: A. a company run by a (former) employee, shareholder or director of Ignite Group; or B. a company in which a (former) employee, shareholder or director of Ignite Group is involved in any capacity whatsoever, All this without prejudice to any rights Ignite Group may have under a non-competition or non-solicitation clause agreed with such (former) employee.
Should the Client act in breach of the exclusivity obligation set out in this article, this shall constitute an attributable breach of the Agreement. In such a case, the Client shall be obliged to compensate Ignite Group for the loss suffered, including – but not limited to – the loss of turnover and profit suffered by Ignite Group as a result of the relevant Services not being performed by Ignite Group.
Ignite Group is entitled, as an alternative to or in addition to compensation as referred to in paragraph 3, to demand compliance with the exclusivity obligation and/or to terminate the Agreement (in whole or in part) or to have it terminated (ontbonden).

5. Commencement, duration and termination

of the Agreement

The Agreement shall come into effect on the commencement date specified in the Agreement.
The Agreement shall remain in force for the term specified in the Agreement. If no term is specified, the Agreement shall remain in force for a period of five (5) years.
Unless otherwise agreed in Writing, upon expiry of the initial term, the Agreement shall be renewed for successive periods of five (5) years, unless one of the Parties notifies the other Party in Writing at least two (2) months before the end of the then current contract period that it is terminating (beëindigen) the Agreement.
The Agreement may be terminated (ontbonden) in Writing, without judicial intervention, if the other Party, having been given notice of default, still fails to fulfil its obligations under the Agreement within the reasonable period specified in the notice of default.
Ignite Group may terminate (ontbinden) the Agreement in Writing with immediate effect if: (a) the Client is in a state of suspension of payments or bankruptcy, or an application for such has been made; (b) the Client’s business is being liquidated; and/or (c) the Client ceases its activities.
Upon termination of the Agreement, for whatever reason, the Client shall no longer be entitled to the Services.
Termination of the Agreement does not affect the Client’s obligation to pay the amounts due under the Agreement.
The Agreement is concluded exclusively between professional parties acting in the course of their profession or business (B2B).
Notwithstanding Article 7:408(1) of the Dutch Civil Code (Burgerlijk Wetboek) and to the extent permitted by law, the Parties agree that the Client may not terminate (opzeggen) the Agreement prematurely, except in the event of a breach of contract as set out in paragraph 4. The Client is only entitled to terminate (opzeggen) the Agreement at the end of the initial period or a subsequent renewal period, subject to the notice period specified in paragraph 3.

6. Services and Performance of the

Agreement

During the term of the Agreement, Ignite Group shall provide the Services to the Client.
The Agreement is deemed to accurately and fully reflect the arrangements between Ignite Group and the Client. If, during the performance of an Agreement, it transpires that other or additional Services are necessary or desired, the Parties shall make further arrangements by mutual agreement and set these out in Writing.
Ignite Group is entitled – following consultation with the Client – to engage third parties for the performance of the Agreement.

7. Obligations of Ignite Group

Ignite Group shall perform the Services to the best of its knowledge and ability and with the care expected of a competent contractor, endeavouring to achieve the best possible result for the Client within the framework of the Agreement, without, however, giving any guarantee of results.

8. Obligations of the Client

The Client shall provide Ignite Group, upon first request and in a timely manner, with all data and information necessary for the performance of the Agreement and/or for compliance with the requirements associated with the Services.
The Client guarantees the accuracy, completeness and reliability of all data and information provided to Ignite Group by or on its behalf, even if such data and information originate from third parties.
The Client shall provide all cooperation reasonably necessary for the proper performance of the Agreement, including, but not limited to, the timely provision of authorised contact persons, information, documentation, facilities and, where applicable, access to systems and premises.
Any consequences arising from the failure to provide, or the late or improper provision of, the data, information and cooperation referred to in this article – including, but not limited to, delays in the performance of the Agreement, additional costs and (tax or grant-related) consequences – shall be entirely at the Client’s own expense and risk.
Without prejudice to the provisions elsewhere in these Terms and Conditions, Ignite Group shall in no way be liable for any loss or damage of any kind whatsoever arising (directly or indirectly) from or in connection with the fact that, in the performance of the Agreement, Ignite Group has relied on data, documents or other information provided by or on behalf of the Client (including third parties engaged by the Client) and which subsequently prove to be incorrect, incomplete or otherwise unreliable.

9. Force majeure

Force majeure is defined as any circumstance beyond the control of a Party, as a result of which it is temporarily or permanently prevented from fulfilling one or more of that Party’s obligations (other than a payment obligation), and which cannot be attributed to that Party within the meaning of Article 6:75 of the Dutch Civil Code. Any failure by the Client to fulfil its payment obligations shall under no circumstances constitute force majeure.
For the purposes of these Terms and Conditions, force majeure (a non-attributable failure to perform) shall in any event include: war, military action, government intervention and/or government measures, outages or disruptions to the electricity supply, telecommunications and internet connections, major disruptions or failures at suppliers or other third parties engaged by Ignite Group, including IT service providers and cloud providers, large-scale or sophisticated cyber incidents (such as hacks, ransomware, DDoS attacks, data corruption or serious security breaches) affecting Ignite Group or third parties engaged by it, and strikes.
The Party invoking force majeure shall notify the other Party in Writing as soon as possible of the occurrence of the force majeure situation, specifying the nature of the force majeure, the measures expected to be taken and, as far as possible, the likely duration. During the period of force majeure, the obligations of the affected Party shall be suspended, without the other Party being entitled to claim compensation.
If the force majeure situation lasts longer than three (3) months or if it appears impossible or unlikely that the Agreement can still be performed, both Parties may choose to terminate the Agreement in Writing, subject to a notice period of two (2) weeks, without any obligation to pay compensation. If Ignite Group has partially fulfilled its obligations before or after the force majeure event occurred, it is entitled to a proportionate share of the remuneration.

10. Prices & rates

The Client shall pay Ignite Group the remuneration for the Services as set out in the Agreement.
All prices and rates charged by Ignite Group are exclusive of VAT.
Ignite Group is entitled to increase its prices and rates annually by five (5) per cent plus an inflation adjustment based on the official figures provided by Statistics Netherlands (CBS). A price increase within the meaning of this clause will not be announced in advance.
Ignite Group is entitled to amend its prices and rates unilaterally. Ignite Group shall inform the Client no later than fourteen (14) days before the effective date of a price adjustment. The amended prices and rates shall apply to all services and work performed from the effective date specified in the notice. A price adjustment shall not entitle the Client to terminate (beëindigen), terminate for breach (ontbinden) or otherwise bring the Agreement to an end (prematurely), unless the Parties have expressly agreed otherwise in writing.

11. Payment

The payment term for invoices issued by Ignite Group is thirty (30) days from the invoice date. Payment shall be made without any deduction, discount or set-off.
If payment is not received within the agreed period, the Client shall immediately be in default and Ignite Group shall be entitled to default interest at the statutory commercial rate from the due date of the invoice until the date on which the amount due has been paid in full. Ignite Group shall also be entitled to suspend its Services to the Client until full payment has been received.
All reasonable judicial and extrajudicial costs incurred by Ignite Group as a result of the Client’s failure to fulfil its obligations shall be borne by the Client. Extrajudicial costs shall be calculated in accordance with the Debt Collection Costs Act (Wet Incassokosten).

12. Confidentiality

Neither Party shall, without the prior written consent of the other Party, disclose to third parties any Confidential Information received from that other Party, or use such information for any purpose other than (a) the purpose for which the Confidential Information was obtained and/or (b) the fulfilment of obligations and/or the exercise of rights under the Agreement.
Both Parties shall take all reasonable (security) measures to ensure confidentiality and shall impose an equivalent duty of confidentiality on their employees and third parties engaged by them who have access to Confidential Information.
The duty of confidentiality does not apply to information or data in respect of which the receiving Party can demonstrate that it: A. was already lawfully in its possession without any obligation of confidentiality; B. was developed independently of the disclosing Party; C. was or becomes generally known, other than as a result of a breach of this clause by the receiving Party; or D. was lawfully obtained from a third party without any obligation of confidentiality towards the disclosing Party.
To the extent that a Party is obliged to disclose Confidential Information pursuant to any law, regulation, court order or decision of a competent (regulatory) authority, it may do so. It shall limit the scope of the disclosure as much as possible and – to the extent permitted by law – inform the other Party as soon as possible of the (intended) disclosure.

13. Privacy/personal data

A. The Client’s personal data

In connection with the performance of the Agreement, Ignite Group is entitled to use the Client’s personal data which may fall within the scope of national and/or – where applicable – international legislation relating to the protection of personal data. This includes, but is not limited to, names, telephone numbers and email addresses. The Client is aware of this. The Client authorises Ignite Group to use the Client’s personal data for marketing-related purposes. The Client may withdraw the consent granted at any time by sending a written notice to Ignite Group.
Ignite Group is entitled to share the Client’s personal data with third parties engaged by it for the performance of the Agreement. These third parties are prohibited from using this personal data for any other purpose. Ignite Group also has the right to disclose personal data to third parties in connection with the sale, transfer or handover of (part of) Ignite Group’s business or in the context of an audit. Ignite Group shall ensure that the third party maintains confidentiality with regard to the personal data and that this party complies with the necessary security measures and instructions issued by Ignite Group.
For further information on how Ignite Group handles personal data, please refer to Ignite Group’s Privacy Policy, available at https://ignite- group.com/cookies.

B. Personal data processed on behalf of the Client

If and to the extent that Ignite Group processes personal data (of the Client and/or third parties, including the Client’s employees) on behalf of the Client in the context of the performance of the Agreement, the following applies. The Client is the data controller; Ignite Group is designated as the data processor within the meaning of the applicable data protection legislation (including the General Data Protection Regulation, “GDPR”), and the Agreement, including these Terms and Conditions, constitutes a contract within the meaning of Article 28(3) of the GDPR.
Ignite Group shall process personal data solely on the basis of and in accordance with the Client’s instructions. The Client shall determine which personal data relating to which categories of data subjects are to be processed by Ignite Group on the Client’s behalf. Ignite Group is entitled to engage sub-processors to perform the Agreement and facilitate the Services. These sub-processors shall be bound by the same rules as Ignite Group with regard to personal data.
With regard to personal data provided by the Client to Ignite Group for the performance of the Agreement, the following applies: A. The Client warrants that it will process, store and use the personal data in accordance with all applicable (privacy) laws, regulations and codes of conduct; B. The Client guarantees that it has obtained all necessary consents and authorisations required to process and store personal data in the systems of Ignite Group or third parties. Ignite Group shall not be responsible or liable to the Client for obtaining any necessary consents or authorisations on its behalf; and C. The Client shall handle all requests from data subjects (including requests relating to the right of access, rectification, erasure, restriction of processing, objection and data portability) and/or regulatory authorities concerning personal data. If Ignite Group receives such requests from data subjects, Ignite Group will refer the data subject(s) to the Client.
It is the Client’s responsibility to ensure compliance with applicable statutory (retention) periods for the personal data provided to Ignite Group.
The Client shall fully indemnify Ignite Group against all claims, costs, (financial) loss, loss of income, legal proceedings and fines that Ignite Group may incur or suffer, or that may be imposed on it, in connection with claims made by the Client, its employees, agents, advisers, (potential) clients of the Client or any other third party, as well as by a regulatory authority, in relation to data processed by the Client and/or Ignite Group within the framework of the Agreement (including the consequence of a claim or allegation that such processing infringes local and/or international data protection legislation and/or other legislation concerning the processing of personal data). This indemnity shall not apply to the extent that a matter giving rise to a complaint is reasonably and directly attributable to a breach by Ignite Group of its obligations under the Agreement.
Ignite Group shall take appropriate technical and organisational measures to prevent the loss, damage, destruction and/or unauthorised or unlawful processing of personal data that the Client provides to Ignite Group or enters into Ignite Group’s systems. Upon the Client’s request, an overview of the measures then in force shall be provided to the Client. The Client is responsible for implementing the necessary security measures within its own organisation to prevent the loss, damage, destruction and/or unauthorised or unlawful processing of personal data.
Ignite Group shall not make any data available to third parties, unless expressly provided otherwise in the Agreement, in these Terms and Conditions, or unless this is reasonably necessary to enable Ignite Group to fulfil its obligations under the Agreement and/or where Ignite Group is obliged to do so by virtue of the law, a regulation, a court order or a decision by a public authority.
Ignite Group shall inform the Client without undue delay in the event of a personal data breach that results in, or is likely to result in, a significant risk of serious adverse consequences for the protection of personal data. Where possible, Ignite Group shall also recommend measures to mitigate the negative consequences of the breach. The Client is responsible for reporting data breaches to the Dutch Data Protection Authority and, where necessary, to data subjects. Ignite Group shall not be responsible or liable in any way in this regard.
Ignite Group may outsource parts of the processing of personal data in the context of the performance of the Agreement to a third party, subject to compliance with the applicable laws and regulations, whilst Ignite Group remains responsible for compliance with the Agreement and these Terms and Conditions. Ignite Group shall ensure that the third party maintains confidentiality with regard to the personal data and complies with the necessary instructions and appropriate technical and organisational security measures as set out in the Agreement and these Terms and Conditions. The Client has the right to have an independent third party verify whether Ignite Group and the third parties engaged by it are complying with the agreements made. The costs of this shall be borne by the Client.
Upon termination of the Agreement or upon the Client’s Written request, Ignite Group shall destroy the personal data or transfer it to the Client, at the Client’s discretion.

14. Use of data by Ignite

The Client instructs Ignite Group to take reasonable measures to anonymise personal data by automated means as far as possible prior to its use as described in this clause. The Client shall inform data subjects of this in accordance with applicable data protection legislation.
Ignite Group may retain and use all Client Data, the AI System Output and other outputs generated by the artificial intelligence to generate aggregated statistics, to develop and/or improve products, and for technical troubleshooting.
Ignite Group may retain and use all Client Data, the AI System Output and other outputs generated by artificial intelligence for the purpose of training and improving Ignite-AI and the other artificial intelligence systems deployed by Ignite Group for the provision of its services.

15. Intellectual Property Rights

All copyright, trade name rights, trade mark rights and other intellectual property rights (hereinafter collectively: ‘Intellectual Property Rights’) that exist or arise in connection with Ignite Group’s Services are vested exclusively in Ignite Group or its licensor(s). These include, but are not limited to, publications issued by Ignite Group, Digital Services, databases, software, documentation and other systems and materials made available by Ignite Group.
No provision in the Agreement or these Terms and Conditions shall constitute a transfer, in whole or in part, of Intellectual Property Rights to the Client.
Without the prior written consent of Ignite Group, no part of any publications, systems, Digital Services, database(s) or other materials may be reproduced, published or stored in a computerised database in any way whatsoever, other than to the extent strictly necessary for the Client’s lawful use of the Services under the Agreement.
The Client is not permitted to remove, alter or obscure any indications of Intellectual Property Rights or other indications of origin in or on Ignite Group’s materials, systems, Digital Services or Databases.
The Client is granted only a limited, non-exclusive and non-transferable right of use to the Digital Services and the associated Databases, and only to the extent and in the manner expressly set out in the Agreement and in Part C (Digital Services) of these Terms and Conditions.
To the extent that Ignite Group requires a licence to the data and materials entered and/or the AI System Output in order to exercise the rights set out in these Terms and Conditions, the Client shall grant Ignite Group all necessary licences for that purpose.

16. Complaints

The Client is obliged to inspect the Services provided by Ignite Group, or to have them inspected, without delay following performance or delivery. The Client must report any apparent defects or shortcomings as soon as possible.
Complaints regarding Services provided must be reported to Ignite Group in Writing and in sufficient detail no later than fourteen (14) days after the date on which the relevant Service(s) were provided. Complaints regarding invoices must be received by Ignite Group in Writing and in sufficient detail no later than fourteen (14) days after the invoice date.
If the Client fails to lodge a complaint in writing within the time limits specified in this article, the relevant Services or invoices shall be deemed to have been accepted by the Client and all the Client’s rights in connection with the relevant defect or inaccuracy shall lapse, without prejudice to the general limitation period for bringing claims set out in these Terms and Conditions.
The filing of a complaint does not suspend the Client’s obligation to pay.
The fact that Ignite Group is dealing with a complaint does not in itself imply any acknowledgement of a shortcoming or liability on the part of Ignite Group.

17. Liability

Except in cases of wilful misconduct or wilful recklessness, Ignite Group shall only be liable for direct loss resulting from an attributable breach in the performance of the Agreement.
Direct loss is defined as: (a) the reasonable costs of determining the cause and extent of the loss, in so far as such determination relates to loss within the meaning of this clause; (b) the reasonable costs incurred in ensuring that Ignite Group’s performance complies with the Agreement; and (c) the reasonable costs incurred in preventing or limiting damage, in so far as the Client demonstrates that these costs have led to a reduction in direct damage. Any liability for indirect damage, including in any event consequential damage, loss of profit, lost savings and damage resulting from business interruption, is excluded.
Ignite Group’s total liability under the Agreement or otherwise is at all times limited to an amount equal to the fees (excluding VAT) that Ignite Group has invoiced to the Client under the underlying Agreement in the twelve (12) months preceding the event giving rise to the damage.
Ignite Group’s performance of the Agreement is exclusively for the Client’s benefit. Third parties may not derive any rights from the Services. The Client shall indemnify Ignite Group against all claims by third parties arising from or in connection with the performance of the Agreement.
The Client shall indemnify Ignite Group against all claims by third parties, including fines, arising from or in connection with the performance of the Agreement and/or the Client’s failure to fulfil, or incomplete or untimely fulfilment of, its statutory obligations.
The limitation and exclusion of liability set out in this clause are also stipulated for the benefit of third parties engaged by Ignite Group for the performance of the Agreement.
Claims relating to the alleged liability of Ignite Group must be brought as soon as possible, but no later than twelve (12) months after the expiry of the Agreement. This period constitutes a forfeiture period, and failure to comply will result in the forfeiture of such rights and claims.

18. Governing law and jurisdiction

These Terms and Conditions, the Agreement and all contractual and non-contractual obligations arising from or in connection with them between the Parties shall be governed by Dutch law.
The Client and Ignite Group shall endeavour to resolve their disputes amicably through mutual consultation.
If the Parties fail to resolve a dispute amicably within thirty (30) days of one Party notifying the other Party in Writing, the dispute shall be referred to an independent commercial mediator, preferably an MfN- registered mediator, appointed by mutual agreement between the Parties. The Parties undertake to participate in the mediation in good faith and actively. If the dispute is not resolved within sixty (60) days of the commencement of the mediation, the Parties shall be free to refer the dispute to the competent court.
All disputes arising out of or in connection with the Agreement and/or these Terms and Conditions – including disputes concerning their existence or validity – shall be submitted exclusively to the competent court in the district of Overijssel (Overijssel District Court, Zwolle branch).

19. Assignment

The Client is not permitted, without the prior written consent of Ignite Group, to assign any rights and/or obligations under the Agreement or the Agreement in its entirety to a third party.
Ignite Group may outsource obligations under the Agreement to third parties and assign the Agreement to third parties (in whatever capacity).

20. Non-solicitation

During the term of the Agreement and for a period of twelve (12) months following its termination, the Client is not permitted, without the prior written consent of Ignite Group, to approach Ignite Group’s employees, either directly or indirectly, with a view to their employment with the Client, to take these employees into service, or to have these employees carry out work for the Client or, via the Client, for third parties.
In the event of a breach of the provisions of paragraph 1, the Client shall owe Ignite Group, without the need for notice of default or judicial intervention, an immediately payable penalty of €25,000 per breach and per employee concerned, plus €500 for each day that the breach continues. This penalty is intended to compensate, amongst other things, for the investments made by Ignite Group in the recruitment, training and development of the employee concerned and is payable without Ignite Group being required to prove any loss. The imposition of a penalty does not affect Ignite Group’s right to also claim specific performance (to the extent possible) and additional damages if and to the extent that the actual loss suffered exceeds the penalty imposed.
If the Client deploys an Ignite Group employee to carry out work on behalf of third parties, the Client shall include an automatic transfer provision in the agreement with the relevant third party in favour of Ignite Group, with the same content and effect as this clause. Should the Client fail to include or enforce such an automatic transfer provision, the Client shall be obliged to fully indemnify Ignite Group against all claims by that third party and/or the employee concerned, as well as against all damage and costs arising therefrom for Ignite Group, and the Client shall forfeit the same penalty as referred to in paragraph 2.
If, prior to the conclusion of the Agreement, the Client already intends to employ a specific employee of Ignite Group or otherwise have work carried out by that employee, the Parties shall consult on this matter prior to the Agreement and shall set out any deviating arrangements in Writing. Insofar as the Parties have agreed otherwise in Writing in respect of a specific employee, the prohibition on poaching set out in paragraph 1 shall not apply to that employee.

21. Miscellaneous provisions

Termination of the Agreement shall not affect the effect of provisions which, by their nature, are intended to continue in force after termination – including, in any event, but not limited to, the provisions relating to confidentiality, intellectual property rights and liability; these provisions shall continue to bind the Parties even after termination of the Agreement.
The mere fact that a Party does not invoke a provision of these Terms and Conditions or the Agreement in a specific case does not mean that it waives the right to demand strict compliance with that provision in future cases, whether or not they are comparable.
If any provision of these Terms and Conditions and/or the Agreement proves to be wholly or partially void, voidable or contrary to law, this shall not affect the validity of the Terms and Conditions or the Agreement as a whole. The Parties shall agree on a new provision of equivalent effect to replace it.
These Terms and Conditions are a translation of the original Dutch version (the ‘Dutch Terms’). In the event of any conflict, discrepancy or ambiguity between this translation and the Dutch Terms, the Dutch Terms shall prevail.

Part B: Consultancy

1. Description of Consultancy Services

Ignite Group’s consultancy services under the Agreement consist – to the extent further specified in the Agreement – of, amongst other things: A. identifying and analysing grant opportunities and/or tax (exemption) incentives relevant to the Client offered by national and international governments and other grant providers; B. advising the Client on the content, conditions, opportunities and risks of such grant schemes and tax facilities; C. preparing and (arranging for the) drafting of (grant) applications and the accompanying explanatory notes and appendices; and D. providing administrative support in connection with submitted applications and granted subsidies and/or tax incentives, including, at the Client’s request, assisting with the organisation of the grant and/or tax administration and the provision of documents requested by the provider.
Ignite Group’s consultancy services are of an advisory and supportive nature. Ignite Group carries out its work to the best of its knowledge and ability and endeavours to guide the Client as effectively as possible in utilising grant schemes and tax incentives relevant to the Client, without Ignite Group giving any guarantee regarding the award, amount or continuity of grants and/or tax benefits.
Ignite Group’s role is limited to providing advice, (co- ) drafting and submitting Applications, and providing administrative support as referred to in this article. Ignite Group is not involved in the actual implementation of the projects, activities or investments to which an Application or an awarded grant and/or tax incentive relates.
The Client is and remains at all times fully and independently responsible for: A. the substantive design, planning and actual implementation of the projects, activities and investments for which grants and/or tax incentives are applied for or awarded; B. compliance with all laws and regulations, grant and/or tax conditions, obligations and deadlines applicable to the Client, including – but not limited to – obligations relating to project implementation, reporting, accountability and repayment or penalty schemes; and C. the making and implementation of decisions in response to advice or proposals from Ignite Group.
The fact that Ignite Group supports the Client with Applications and/or administrative obligations does not relieve the Client of its own responsibility and liability towards grant providers, tax authorities and other third parties for the correct, complete and timely implementation and accountability of the project or scheme in question.

2. Monitoring of the Grant Process

The Application shall be drawn up in consultation between the Client and Ignite Group and, following the Client’s approval of the final version, submitted by Ignite Group.
Throughout the term of the Agreement, Ignite Group shall actively and continuously keep the Client informed of grant opportunities relevant to the Client, including in any event (but not limited to) important application opening dates, deadlines and relevant changes to grant schemes relevant to the Client.
Through its consultancy services, Ignite Group aims to relieve the Client of as much of the burden as possible and to assist the Client in identifying, applying for and making optimal use of grants.
The Client remains responsible for the timely provision of all information and documents required for grant applications, as well as for the final decision on whether or not to submit (further) grant applications.
Ignite Group is not responsible for the accuracy or completeness of the Client’s financial, legal and/or other company data and, where applicable, that of any partners. Should Ignite Group identify any inaccuracies or shortcomings, it shall report these to the Client as soon as possible.
Following the award of a grant, Ignite Group shall provide the Client with at least one instruction regarding the applicable administrative obligations and conditions.

3. Payment Obligation Regardless of the

Realisation of a Grant Decision

The obligation to pay shall apply regardless of: (a) the content of any subsequent decisions, (b) the actual payment, in full or in part, of the grant, and (c) the actual realisation of the tax exemption/deduction.

4. Work Carried Out on the Client’s Premises

If an employee of Ignite Group performs services for the Contractor on the Client’s premises, the Client shall ensure good and safe working conditions, in accordance with the Working Conditions Act (Arbeidsomstandighedenwet). This includes the Client informing Ignite Group employees about the Risk Inventory and Evaluation (RIE) applied within the Client’s organisation. Unless otherwise agreed, the Client shall make any necessary personal protective equipment available to Ignite Group employees.

5. The Use of Artificial Intelligence in the

Provision of Consultancy Services

This clause applies where Ignite Group uses artificial intelligence to support the services it provides to the Client.
Ignite Group is entitled to use artificial intelligence, including AI Systems and AI Models, in the performance of its services to the Client. In this context, Ignite Group is entitled to input Client Data into, or share such data with, such artificial intelligence.
Ignite Group shall ensure that appropriate confidentiality agreements are in place with the supplier(s) of the artificial intelligence used by Ignite Group.
Ignite Group shall ensure that Client Data is stored and processed within the European Economic Area (EEA).
Notwithstanding the use of artificial intelligence in the provision of the Services, Ignite Group remains responsible for the output and results it delivers to the Client in accordance with the terms and conditions and limitations of liability set out in these Terms and Conditions. Ignite Group’s use of artificial intelligence does not affect the Parties’ other rights and obligations under the Terms and Conditions.

6. Exclusive Use of Subsidies

The Client shall only make use of grant and/or tax (exemption) schemes, either independently or through third parties, after having received prior written consent from Ignite Group. This is to prevent duplication and discrepancies. If the Client makes use of grant and/or tax (exemption) facilities without Ignite Group’s consent, Ignite Group shall be entitled to compensation equal to the lost commission income.

7. Negative Decision, Resubmission and Costs

Ignite Group is not responsible for the substantive implementation of the project for which a grant and/or other financial contribution has been awarded on the basis of an Application.
If an Application is rejected, the Client and Ignite Group shall consult with each other to determine whether an objection or appeal is to be lodged and, if so, how.
If and to the extent that it is possible to resubmit an Application, Ignite Group is entitled to arrange for the resubmission of that Application on behalf of the Client, in accordance with the arrangements set out in the Agreement.
If, within twenty-four (24) months of a negative decision, the Client decides to resubmit an Application – either itself, through a third party, or by submitting a different Application but for the same project – Ignite Group shall be entitled to invoice the Client for this in accordance with the terms set out in the Agreement relating to the Application and/or Services in question.
Ignite Group is entitled to regard its assignment in relation to an Application as terminated (beëindigd) if, in its reasonable opinion, there is no (or no longer any) realistic prospect of a successful outcome within a reasonable timeframe and with reasonable effort and costs. In that event, Ignite Group shall not be obliged to compensate the Client for any loss and/or costs incurred in connection with the termination of that assignment.
If the Client, regardless of the stage at which the work, decides not to submit and/or to withdraw an Application prepared by Ignite Group, or decides not to proceed with the underlying project, the Client shall be obliged to reimburse Ignite Group for the hours actually spent by Ignite Group on that Application and/or the project. Ignite Group shall provide the Client with a summary of hours worked and an invoice for this purpose. The hourly rate agreed in the Agreement shall apply; if no hourly rate has been agreed, the standard hourly rate applicable at Ignite Group at that time shall apply.

Part C: Digital Services

1. Description of Digital Services

Ignite Group’s Digital Services under the Agreement consist – insofar as further specified in the Agreement – of the online services and functionalities made available by Ignite Group to the Client, including but not limited to: A. the Grant Administration System (SAS); B. the Grant Tracking System; C. Vindsubsidies.nl; and D. the Databases, as well as any successors, new versions and additions thereto.
Ignite Group provides the Client with news and background information on grants and other incentive measures offered by various national and international organisations, via its Database(s).
Part C of these Terms and Conditions also applies to the Client’s use of Ignite-AI.

2. Client’s Obligations

The Client shall, at its own expense and risk, provide the hardware, software and other (data communication) facilities necessary to use the Digital Services.

3. Rights of Use of Digital Services and

Licence Restrictions

Pursuant to the Agreement, Ignite Group grants the Client, for the duration of the Agreement, a limited, non-exclusive, non-transferable and non-sub- licensable right of use to the Digital Services and the associated Database(s), solely for the purposes of the Client’s own business operations and within the limits of the Agreement and these Terms and Conditions.
The Client may only use the Digital Services and Database(s) via the (online) environments, portals and technical integrations made available for this purpose by Ignite Group. Access is granted exclusively to users designated by or on behalf of the Client. The Client is responsible for ensuring that only authorised users have access and that all users comply with the Agreement and these Terms and Conditions.
All copyright, database rights, trade mark rights and other intellectual property rights relating to the Digital Services, the Database(s), the underlying software, source and object code, documentation and other materials are vested wholly and exclusively in Ignite Group or its licensors. Except for the right of use expressly granted in this clause, no (intellectual property) rights are transferred to the Client.
The Client is not permitted to copy, reproduce, publish, distribute, make available to third parties, sub-license or otherwise exploit the Digital Services, the Database(s) or the underlying software, in whole or in part, other than as expressly permitted under the Agreement and these Terms and Conditions.
The Client shall not carry out any acts the purpose or effect of which is to: (a) discover the source or object code of the Digital Services or Database(s) (including reverse engineering, decompilation or disassembly), (b) circumvent or render inoperative technical security measures or access controls, or (c) extract or reuse data from the Database(s) on a large scale or systematically (whether automatically or otherwise) in a manner that does not fall within the scope of normal, agreed use.
The Client shall ensure that the Digital Services and Database(s), including the data and documentation contained therein, are not used for unlawful purposes or in a manner that may cause harm to Ignite Group, its systems, other clients or third parties. The Client warrants to Ignite Group that its users will handle their access to the Digital Services and Database(s) and the information thus obtained in a responsible manner.
The circumstances and conditions under which Ignite Group is entitled to (temporarily) restrict, block or suspend access to the Digital Services and/or Database(s) are set out in Part C Article 4 (“Availability, maintenance and security of Digital Services”).

4. Availability, Maintenance and Security of

Digital Services

Ignite Group shall use commercially reasonable efforts to ensure good availability of and access to the Digital Services and the associated Database(s). Unless expressly provided otherwise in the Agreement, this constitutes a best-efforts obligation and no guarantee is given as to uninterrupted or error-free availability.
Ignite Group is entitled to adapt, expand, restrict or otherwise modify the Digital Services and/or Database(s) from time to time (for example, by implementing updates, upgrades and improvements), insofar as such changes are reasonably necessary for the proper, secure and up-to-date operation of the Services. Ignite Group shall endeavour to notify the Client in good time, as far as possible, of any changes that have a substantial impact on the Client’s use of the Services.
Ignite Group may (temporarily) block, restrict or suspend access to the Digital Services and/or Database(s) to the extent that this is reasonably necessary in connection with (a) preventative or routine maintenance, (b) a (suspected) security breach or other threat to the uninterrupted operation, or (c) an emergency or misuse, in all such cases without the Client being entitled to claim compensation. Ignite Group shall endeavour to keep such measures to a minimum and, as far as possible, to inform the Client in good time.
If, in Ignite Group’s opinion, the uninterrupted operation or security of the Digital Services and/or Database(s) is or may be jeopardised by circumstances on the part of or under the responsibility of the Client – including, but not limited to, virus infections, (D)DoS attacks, port scans, hacking attempts, spam or other forms of misuse – Ignite Group may issue instructions to the Client, which the Client must follow without delay and in full.
In the event of (alleged) misuse or other improper use of the Digital Services and/or Database(s) by or on the part of the Client, Ignite Group is entitled to restrict or block the Client’s (and/or individual users’) access, in whole or in part, with immediate effect, without prejudice to its right to compensation for damages and costs and its other rights under the Agreement and by law. In such a case, the Client shall have no claim for compensation for damages arising from the restriction or blocking of access.

5. Content and Warranties of Digital Services

The information provided via the Digital Services and Database(s) is compiled by Ignite Group to the best of its knowledge and with the utmost care, based on sources that Ignite Group considers reliable.
Ignite Group cannot guarantee the accuracy, completeness or timeliness of the information displayed via the Digital Services and Database(s). The information is, in principle, of a general nature and is not intended as (exhaustive) individual advice for a specific situation of the Client or third parties.
The Client is solely responsible for assessing this information and – where necessary – verifying it, either independently or with the assistance of third-party (legal or tax) advice, before taking or refraining from taking any decisions based on the information obtained via the Digital Services and Database(s). The use of the information provided via the Digital Services and Database(s) and the taking of decisions based thereon is solely at the Client’s own risk and expense.
Ignite Group does not guarantee that all relevant grant schemes, incentive measures, legislation and regulations or policy changes are always included in the Digital Services and Database(s) or that these are processed without any delay. Nor does Ignite Group guarantee that the Digital Services and Database(s) are error-free at all times or operate without interruptions.
The information provided via the Digital Services and Database(s) may be based (in part) on data, publications or other information from third parties, including but not limited to government bodies and implementing authorities. Ignite Group is not responsible or liable for the content, accuracy, completeness, timeliness or availability of information and data from such third parties.
Without prejudice to the provisions of the article ‘Liability’, the following applies specifically to the Digital Services and Database(s): Ignite Group shall not be liable, except in cases of wilful misconduct or wilful recklessness on the part of Ignite Group, for any loss or damage of any kind arising directly or indirectly from, or in connection with: A. any inaccuracy, incompleteness or failure to update in a timely manner of the information provided via the Digital Services and Database(s); B. the use of that information by the Client or third parties, or decisions based thereon; or C. malfunctions, interruptions, errors or defects in the Digital Services and Database(s), insofar as these are not the result of wilful misconduct or gross negligence on the part of Ignite Group.
Ignite Group reserves the right to amend, update, expand or remove the information provided via the Digital Services and Database(s) at any time, without Ignite Group being liable to pay any compensation to the Client.

6. Access and Use of Login Details

To access the Digital Services and the associated Database(s), Ignite Group shall provide the Client with login details for each user designated by the Client.
Login details are strictly personal and must not be transferred to or made available to third parties, either within or outside the Client’s organisation. The Client and its users are obliged to keep the login details confidential and to take appropriate measures to prevent unauthorised use.
The Client is fully responsible and liable for any use of the Digital Services and Database(s) made using the login details provided to the Client and/or its users; all actions carried out thereby are deemed to have been performed at the Client’s own expense and risk, regardless of who actually logged in.
Ignite Group accepts no liability for damage arising from or related to unauthorised, negligent or otherwise improper use of login details, except in the event of wilful misconduct or gross negligence on the part of Ignite Group.

7. Use of Ignite-AI

This clause applies to the Client’s use of Ignite-AI.
Under the AI Act, Ignite Group is the provider of Ignite- AI and the Client is the deployer.
The Client shall: A. ensure that the data and information provided to Ignite-AI are lawful and may be shared with Ignite Group; B. use the Ignite-AI solely for the purpose of generating grant applications; C. not make excessive or repetitive requests (which may result in throttling) or cause significantly increased costs for Ignite Group through excessive use of the Ignite-AI; and D. comply with any reasonable instructions that Ignite Group may issue regarding the Ignite-AI and its use.
If the Client shares personal data with Ignite Group via the Ignite-AI, Ignite Group’s standard data processing agreement shall apply.
Ignite Group may make changes to the Ignite-AI. Features may be added, modified or removed. If a feature of the Ignite-AI changes materially and to the Client’s disadvantage, Ignite Group will inform the Client thirty (30) days in advance and grant the Client the right to terminate (opzeggen) the use of the Ignite- AI up until the point at which the changes take effect, in which case the Client will be refunded any prepaid fees for Ignite-AI on a pro rata basis.
The Client is aware of the risks associated with the use of the Ignite-AI. Ignite Group cannot be held liable for such risks, including, but not limited to: (i) hallucinations by the Ignite-AI; (ii) variable or incorrect AI System Output; (iii) outdated information and/or changed circumstances; (iv) infringement of third-party intellectual property rights; and (v) bias on the part of the Ignite-AI. The Client must always verify the accuracy and suitability of the AI System Output before using it for any purpose.

8. Support and Helpdesk

Ignite Group provides telephone and electronic helpdesk support on working days between 9.00 and 17.00 regarding the use and functioning of the Database. The most up-to-date contact details for this can be found on the Ignite Group website: https://ignite-group.com.