Version 2026.9. Effective from 1 August 2026. These General Terms and Conditions replace all previous versions with effect from that date. Previous versions are available on request.

These General Terms and Conditions apply where no Master Service Agreement has been concluded between Ask Phill B.V. and the Client. Where a Master Service Agreement has been concluded, these General Terms and Conditions do not apply and that Master Service Agreement, including its Annexes, governs the relationship in full.

Ask Phill B.V.

Keizersgracht 127, 1015 CJ Amsterdam, the Netherlands

Dutch Chamber of Commerce (KvK) no. 66271266

Notices, complaints and requests under these General Terms and Conditions: finance@askphill.com

These General Terms and Conditions are supplied with every quotation and proposal issued by Ask Phill, are published at askphill.com, and are provided in a storable form on request at any time.

Article 1. Applicability and definitions

1.1 These General Terms and Conditions apply to all offers, quotations, agreements and activities of Ask Phill B.V. ("Ask Phill"), except where a Master Service Agreement between Ask Phill and the Client applies to the relevant work.

1.2 These General Terms and Conditions apply exclusively to agreements with parties acting in the course of a profession or business. They do not apply to agreements with consumers, meaning natural persons not acting in the course of a profession or business.

1.3 Any general terms and conditions of the Client are expressly rejected. Deviations from and additions to these conditions apply only if accepted by Ask Phill in writing.

1.4 By accepting an offer, by signing an order confirmation or by allowing Ask Phill to commence work, the Client accepts these General Terms and Conditions. A Client with whom an agreement has been concluded on the basis of these conditions is deemed to have accepted their applicability to any later agreement with Ask Phill.

1.5 In the event of conflict, the following order of precedence applies, from highest to lowest: (a) the Agreement or accepted quotation; (b) any Service Level Agreement; (c) any appendix; (d) these General Terms and Conditions.

1.6 In these General Terms and Conditions:

Agreement means any agreement between Ask Phill and the Client arising from an offer, quotation or proposal made by Ask Phill and its acceptance by the Client.

Business Day means Monday to Friday, excluding Dutch national holidays.

Client means the natural or legal person with whom Ask Phill has entered into an Agreement, as well as anyone negotiating with Ask Phill about one, and their representatives, authorised representatives, assignees and successors.

Materials means digital information and data, including text, images, video, documents, source files, scripts and software.

Personal Data means any information relating to an identified or identifiable natural person.

Services means the services Ask Phill provides to the Client, including development, configuration, consultancy, migration, support and maintenance, as described in the offer or quotation.

Third-Party Services means the Shopify platform and any other software, app, integration, hosting or service provided to the Client by a party other than Ask Phill, whether or not Ask Phill has integrated with or configured it.

Works means the websites, storefronts, themes, applications, designs, databases, software, documentation, advice, reports, analyses or other creations developed by Ask Phill for the Client.

Written includes communication by email or other digital means, provided the identity of the sender and the integrity of the content are sufficiently established.

Working Hours means 09:00 to 18:00 CET or CEST on Business Days.

Article 2. Quotations and formation of the Agreement

2.1 All offers and quotations are non-binding and revocable, unless the quotation states a period for acceptance or states otherwise in writing. Prices are exclusive of VAT and of any costs to be incurred in connection with the Agreement, unless stated otherwise.

2.2 The Client is responsible for the accuracy and completeness of the requirements, specifications and other data on which Ask Phill's quotation is based. If that data proves to be incorrect or incomplete, Ask Phill is entitled to adjust its prices and timelines accordingly.

2.3 Ask Phill is not bound by a quotation or offer where the Client can reasonably understand that it, or any part of it, contains an obvious mistake or clerical error.

2.4 The Agreement is formed by the Client's acceptance of the offer, in writing or orally. If the Client does not expressly accept the quotation but nonetheless allows or requests Ask Phill to perform work falling within the description of the Services, the quotation is deemed accepted.

2.5 If the Client's acceptance deviates from the offer, whether on minor points or not, Ask Phill is not bound by it unless Ask Phill confirms otherwise in writing.

2.6 The content of the Agreement is determined by the description of the assignment in the offer. Subsequent additions or changes bind Ask Phill only if Ask Phill confirms them in writing.

2.7 The Client will not disclose or share Ask Phill's quotation with third parties without Ask Phill's prior written consent.

Article 3. Duration

3.1 The Agreement is entered into for the duration agreed in it, with the notice period stated in it. Where no notice period is agreed for a recurring service, a notice period of one (1) month before the end of the current term applies.

3.2 If the Client does not terminate a recurring service in time and with due observance of the notice period, it is automatically extended for the same duration and on the same conditions, unless the Parties agree otherwise in writing.

Article 4. Execution of the Agreement

4.1 Ask Phill will perform the Services with the skill and care of a reasonably competent professional service provider and in accordance with the requirements of good craftsmanship, on the basis of the state of the art known at the time.

4.2 Ask Phill determines the manner in which the Agreement is performed and selects the personnel it deploys. This also applies where it is the express or implied intention that the Agreement is performed by a particular person. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

4.3 Ask Phill is entitled to have work performed by third parties.

4.4 Where Ask Phill deals with third parties engaged by the Client in the course of performing the Agreement, Ask Phill acts on behalf of the Client. The Agreement is deemed to constitute an irrevocable power of attorney from the Client to Ask Phill for that purpose.

4.5 A term agreed or mentioned for performance is a target and never a fatal deadline. If a term is exceeded, the Client must notify Ask Phill in writing and grant a reasonable period for performance.

4.6 The Client will provide all Materials, information, system access and decisions that Ask Phill indicates are necessary, or that the Client should reasonably understand are necessary, in good time. The performance period does not commence until the Client has done so.

4.7 If the Client does not provide those Materials, information, access or decisions in good time, Ask Phill is entitled to suspend performance, to extend the timeline by a reasonable period reflecting the delay, and to charge the additional costs resulting from the delay at its then applicable rates.

4.8 The Client is solely responsible for providing, migrating, importing and correcting Materials, unless agreed otherwise in writing. The Client is at all times responsible for holding the licences required for Ask Phill's use of the Materials it provides, and indemnifies Ask Phill against third-party claims regarding infringement of intellectual property rights in that respect.

4.9 Ask Phill is not liable for damage of any nature resulting from Ask Phill relying on incorrect or incomplete Materials provided by or on behalf of the Client.

Article 5. Delivery and acceptance

5.1 Ask Phill delivers the Works in consultation with the Client, or as soon as in its professional opinion they meet the specifications or are suitable for use. Where a staging or test environment has been agreed, delivery takes place by making the Works available in that environment, and the Client tests them there at its own expense.

5.2 The Client will assess the delivered Works within seven (7) Business Days of delivery and will approve or reject them, stating any defects in writing and itemised point by point.

5.3 Acceptance is in any event deemed to have taken place if: (a) the Client notifies Ask Phill of its acceptance; (b) the Client uses the Works for production purposes, including deploying them to a production environment; or (c) the Client does not reject the Works, request a revision round or object within fourteen (14) days after Ask Phill has indicated that they are ready for delivery.

5.4 After acceptance, liability for defects in the delivered Works lapses, unless Ask Phill knew or should have known of the defect at the time of acceptance. In any event, liability for defects expires twelve (12) months after acceptance.

5.5 Ask Phill is not obliged to test the Works against applicable laws and regulations, including the General Data Protection Regulation. Compliance with laws and regulations is at all times the responsibility of the Client.

5.6 Ask Phill is not obliged to migrate data stored in a test environment to a production environment, and is not liable for loss or disclosure of data stored in a test environment.

Article 6. Additional work

6.1 If during performance it appears that the Agreement needs to be amended or supplemented for proper execution, the Parties will adjust it in a timely manner and in mutual consultation. Ask Phill will inform the Client in writing within a reasonable period.

6.2 The following constitute additional work: changes requested by the Client outside the agreed scope; changes resulting from new or altered insights arising during the process; changes required by changes in applicable laws and regulations, unless the technical consequences were communicated to Ask Phill before the Agreement was concluded and included in the technical design; and work required as a result of a change to, or a defect or outage in, a Third-Party Service.

6.3 Additional work is charged at Ask Phill's then applicable rates. Ask Phill will not perform additional work without the Client's prior approval of scope and cost, save that urgent changes may be approved orally and confirmed in writing within two (2) Business Days.

Article 7. Intellectual property

7.1 Unless the Parties agree otherwise in writing, the intellectual property rights in the Works, including copyright in the source code, belong to Ask Phill. By entering into the Agreement, and subject to full payment, the Client obtains a perpetual, worldwide, non-exclusive licence to use the Works for its own business purposes. The Client is not entitled to grant sublicences or to resell or commercially redistribute the Works as a standalone product or template.

7.2 If the Parties agree in writing that an intellectual property right in specific Works transfers to the Client, that transfer does not affect Ask Phill's right to use and exploit, without limitation and for itself or for third parties, the underlying components, general principles, ideas, designs, algorithms, documentation, programming languages, protocols, standards, code patterns, architectural approaches and technical solutions, nor its right to make similar or derivative developments.

7.3 Ask Phill will not reuse the Client's brand design system, visual identity implementation or bespoke creative assets.

7.4 Ask Phill will provide the source files of the Works to the Client on first request, in unminified and readable form. Ask Phill retains the source files for as long as it performs Services for the Client and for twelve (12) months thereafter, after which it may delete them. Reconstruction or retrieval of deleted source files is chargeable as additional work.

7.5 Intellectual property rights in Third-Party Services, including the Shopify platform, belong to their respective rightful owners. After delivery, responsibility for compliance with the applicable third-party licence terms when using the Works lies with the Client. Ask Phill will inform the Client of those terms.

7.6 Database rights and data stored during development in a database forming part of the Works remain, as far as possible, the property of the Client. Ask Phill will not access that data other than as necessary to perform the Agreement, unless agreed with the Client or required by law or court order.

Article 8. Support and service levels

8.1 After delivery, Ask Phill provides no support or maintenance in respect of the Works, other than the defect liability in Article 5.4, unless support has been agreed in writing, for example in the quotation, under a retainer, under a subscription or under a Service Level Agreement.

8.2 Where support has been agreed, it covers the code, integrations and configuration built or managed by Ask Phill. It does not cover Third-Party Services, code modified by or on behalf of the Client without Ask Phill's prior written notification, or issues caused by the Client's own systems, staff or content.

8.3 Ask Phill gives no uptime guarantee. The availability, performance and continuity of Third-Party Services, including the Shopify platform, hosting, CDN, checkout, payment providers and apps, are governed by the terms of their respective providers.

8.4 Support is provided during Working Hours. Outside Working Hours Ask Phill has no committed response or resolution obligation, unless extended cover has been agreed in writing.

Article 9. Fees, payment and collection costs

9.1 Unless agreed otherwise, the Services are charged on the basis of Ask Phill's hourly rate applicable at the time the Services were provided and the number of hours worked. Invoices may be issued digitally.

9.2 Where a project fee has been agreed, a proportional part is payable on conclusion of the Agreement and the remainder is generally spread evenly across the duration of the project and invoiced monthly.

9.3 Payment must be made within fourteen (14) days of the invoice date, into a bank account specified by Ask Phill and in the currency of the invoice.

9.4 If the Client fails to pay on time, the Client is in default without further notice of default being required. From that moment the Client owes interest of 1% per month on the outstanding amount. All judicial and extrajudicial collection costs incurred by Ask Phill are charged to the Client, with a minimum of 15% of the outstanding amount and an absolute minimum of EUR 250. Ask Phill is in addition entitled to suspend all work for the Client, including the provision of information, until payment has been received in full.

9.5 If the Agreement or an agreed project is cancelled by the Client without valid reason and not at least two (2) weeks before the agreed start date, at least 30% of the agreed fee is payable, even if the Services are not performed in full. Where work has already commenced, the Client pays for all work completed up to the date of cancellation, calculated pro rata, if that amount is higher.

9.6 Ask Phill is entitled to adjust its rates annually with effect from 1 January in line with the price index figure of the Central Bureau of Statistics for commercial services. Ask Phill is further entitled to increase its rates where the increase results from a legal obligation or from a rise in wages or other grounds not reasonably foreseeable at the conclusion of the Agreement.

Article 10. Liability

10.1 Ask Phill is liable only for attributable failures in the performance of the Agreement, insofar as they result from Ask Phill not observing the care, expertise and craftsmanship that can reasonably be expected in the performance of the relevant assignment.

10.2 Ask Phill's liability is limited to the higher of (a) the amount paid out by Ask Phill's insurer for the relevant event, and (b) the fees, excluding VAT, invoiced by Ask Phill to the Client for the relevant assignment in the twelve (12) months preceding the event.

10.3 Ask Phill's liability is limited to direct damage, being exclusively: (a) reasonable costs incurred to determine the cause and extent of the damage; (b) reasonable costs incurred to bring Ask Phill's defective performance into conformity with the Agreement, unless it cannot be attributed to Ask Phill; and (c) reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that those costs limited direct damage.

10.4 Ask Phill is never liable for indirect damage, including consequential loss, lost profit, lost savings, loss resulting from business interruption, and loss resulting from fines imposed for failure to meet deadlines or to comply with laws or regulations, including data protection law.

10.5 Ask Phill is not liable for any damage arising from a Third-Party Service, including outages, degraded performance, breaking changes, discontinuation, defects or security incidents affecting the Shopify platform, hosting, apps, integrations or other services not provided by Ask Phill, nor for the acts or omissions of third parties with which the Client has contracted directly.

10.6 Ask Phill is not liable for damage resulting from hacking, data breaches or network attacks such as SYN floods or denial-of-service attacks. Ask Phill will inform the Client as soon as reasonably possible where unauthorised access has been gained to the Works, Materials or data of the Client.

10.7 The limitations of liability in this Article do not apply where the damage is due to intent or gross negligence on the part of Ask Phill.

10.8 Complaints about the work performed must be reported by the Client to Ask Phill in writing within thirty (30) days of discovery and in any event within twelve (12) months of completion of the relevant Services. If a complaint is well founded, Ask Phill will perform the Services as agreed, unless that has become demonstrably pointless for the Client, which the Client must state in writing. Where performance is no longer possible or meaningful, Ask Phill is liable only within the limits of this Article.

10.9 The Client indemnifies Ask Phill against claims by third parties suffering damage in connection with the performance of the Agreement whose cause is attributable to someone other than Ask Phill. All costs and damage incurred by Ask Phill as a result are borne by the Client.

Article 11. Force majeure

11.1 Ask Phill is not obliged to perform any obligation where it is prevented from doing so by a circumstance beyond its reasonable control, whether foreseen or unforeseen. Force majeure includes civil unrest, terrorist attack, war, mobilisation, transport disruption, strikes, network attacks, business and supply chain disruption, fire, flooding, import and export restrictions, and the inability of Ask Phill's own suppliers to deliver for any reason.

11.2 During force majeure Ask Phill may suspend its obligations. If the situation lasts longer than ninety (90) days, either Party may terminate the Agreement without any obligation to compensate the other.

11.3 Where Ask Phill has already partly performed at the time force majeure arises, or can partly perform during it, and the performed part has independent value, Ask Phill is entitled to invoice that part separately.

Article 12. Confidentiality and personal data

12.1 The Parties will maintain confidentiality regarding all confidential information they receive about the other Party's business, including the contents of the Agreement, and will impose the same obligation on their personnel and on third parties they engage. Information is confidential in any event if a Party has designated it as such. This obligation continues for five (5) years after the end of the Agreement.

12.2 Without Ask Phill's prior written consent, the Client will not disclose to third parties Ask Phill's working methods and techniques, or the content of Ask Phill's advice or reports.

12.3 Neither Party will name the other in public marketing or a case study without prior written consent, which will not be unreasonably withheld.

12.4 Where Ask Phill processes Personal Data on the Client's behalf in performing the Agreement, the Parties will conclude a data processing agreement. Ask Phill's standard data processing agreement applies unless the Parties agree otherwise in writing. For the avoidance of doubt, Ask Phill is not a processor in respect of Third-Party Services that the Client contracts directly.

12.5 In all other respects each Party complies with its own obligations under the General Data Protection Regulation.

Article 13. Prohibition on engaging personnel

13.1 During the term of the Agreement and for twelve (12) months thereafter, the Client will not, directly or indirectly, whether for itself or for a third party, approach, hire or engage any employee, contractor or subcontractor of Ask Phill, or any third party engaged through Ask Phill, without Ask Phill's prior written consent. If the Client wishes to engage such a person, it will notify Ask Phill in writing in advance.

13.2 For each breach of this Article, the Client owes Ask Phill an immediately payable penalty of EUR 200,000 per person, without judicial intervention being required, without prejudice to Ask Phill's right to claim performance and to full compensation where its actual loss exceeds that amount. The Parties consider this amount reasonable, having regard to Ask Phill's investment in recruiting, training and retaining specialist Shopify personnel, the scarcity of that expertise in the market, the direct loss of delivery capacity and client continuity caused by the departure of such a person, and the deterrent purpose of this Article.

Article 14. Suspension and termination

14.1 Ask Phill is entitled to suspend performance of its obligations or to terminate the Agreement if the Client fails to fulfil its obligations in full or on time, if circumstances that come to Ask Phill's attention after conclusion of the Agreement give good reason to fear that the Client will not fulfil its obligations, if requested security for performance is not provided or is insufficient, or if delay on the Client's part means Ask Phill can no longer reasonably be required to perform on the originally agreed terms.

14.2 Either Party is entitled to terminate the Agreement with immediate effect and without any obligation to pay compensation if: (a) the other Party fails to perform its obligations and does not remedy that failure within seven (7) days of written notice of default; (b) the other Party applies for suspension of payments, is subject to bankruptcy proceedings, or offers an out-of-court settlement to its creditors; or (c) a Party requires Materials from the other Party for the performance of the Agreement and does not receive them within three (3) weeks of the agreed date.

14.3 Ask Phill is further entitled to terminate the Agreement if circumstances arise of such a nature that performance is impossible, or that Ask Phill cannot reasonably be expected to maintain the Agreement in its current form.

14.4 On termination, Ask Phill's claims against the Client become immediately due and payable. If the termination is attributable to the Client, Ask Phill is entitled to compensation for the damage and costs directly caused by it.

14.5 If Ask Phill terminates the Agreement early, it will consult with the Client to arrange the transfer of outstanding work to third parties, unless the termination is attributable to the Client. Where the transfer entails additional costs for Ask Phill, those costs are charged to the Client.

14.6 In the event of liquidation, application for or grant of suspension of payments, bankruptcy, attachment that is not lifted within three (3) months, debt restructuring or any other circumstance in which the Client can no longer freely dispose of its assets, Ask Phill is entitled to terminate the Agreement immediately without any obligation to pay compensation, and its claims become immediately due and payable.

14.7 Provisions intended by their nature to survive remain in force after the end of the Agreement, including Articles 7, 10, 12 and 13.

Article 15. Amendments, applicable law and disputes

15.1 The version of these General Terms and Conditions that applies to an Agreement is the version in force at the time the Agreement is concluded, as supplied with the relevant quotation.

15.2 Ask Phill is entitled to amend these General Terms and Conditions. Ask Phill will publish the amended version, stating its version number and effective date. An amended version applies to Agreements concluded on or after its effective date, and to the extension or renewal of an existing recurring service on or after that date. If the Client is placed in a less favourable position by the amendment, the Client is entitled to terminate the Agreement with effect from the date on which the amended conditions take effect.

15.3 If a provision of these General Terms and Conditions is or becomes invalid or unenforceable, it will be replaced by a valid provision reflecting the original intent as closely as possible. The remaining provisions remain in full force.

15.4 A failure or delay by Ask Phill in exercising a right does not constitute a waiver of that right.

15.5 Dutch law applies exclusively to all legal relationships to which Ask Phill is a party, even where an obligation is performed wholly or partly abroad or the other party is resident abroad.

15.6 The District Court of Amsterdam has exclusive jurisdiction to hear disputes.

15.7 These General Terms and Conditions are drawn up in English. Ask Phill does not publish a translation. Where a translation is nonetheless produced or circulated, whether by Ask Phill or by any other party, it is for convenience only and the English text prevails in the event of any conflict as to content or interpretation.