PickSmarter general terms and conditions

Version 1.0, 2 November 2026. This is a translation of the Algemene voorwaarden PickSmarter. If the English and the Dutch version differ, the Dutch version prevails.

Article 1. Definitions

1. PickSmarter: the general partnership (vennootschap onder firma) PickSmarter, established at Fruitlaan 426, 4817 XZ Breda, the Netherlands, registered with the Chamber of Commerce (KVK) under number 93980485.
2. Client: the company or organisation that gives PickSmarter an assignment or requests a quotation.
3. Assignment: the contract under which PickSmarter provides services, such as a Quickscan, Magazijnscan, Scan + Borgen, custom floor plan, pallet calculation or pallet calculator.
4. In writing: on paper or by email.

Article 2. Applicability

1. These terms apply to all quotations, assignments and contracts of PickSmarter.
2. Deviations only apply if they have been agreed in writing.
3. The client's general terms and conditions do not apply.
4. If a provision is void or is annulled, the other provisions remain in force. The parties will then replace that provision with one that comes as close as possible to its intent.

Article 3. Quotations and formation of the contract

1. Quotations are without obligation and valid for 30 days.
2. Price indications via the website, the questionnaire or PickSmarter's tools are not an offer. No rights can be derived from them.
3. An assignment is concluded when the client accepts the quotation in writing, or when PickSmarter starts the work with the client's consent.

Article 4. Performance

1. PickSmarter carries out the assignment to the best of its knowledge and ability. This is an obligation of effort, not an obligation of result.
2. Savings stated in metres, hours or euros are expectations based on the data provided and the assumptions stated. The actual result may differ.
3. PickSmarter may have the assignment carried out (in part) by employees or third parties. PickSmarter remains responsible for their work and imposes the same confidentiality on them.
4. Deadlines given are target dates, unless a strict deadline has been expressly agreed in writing.

Article 5. Cooperation by the client

1. The client provides the data PickSmarter needs in good time, such as order lines, location lists and floor plans, and guarantees that they are correct and complete.
2. The client provides access to the site at the agreed times and informs PickSmarter of the applicable safety rules. PickSmarter complies with those rules.
3. Delays or additional work caused by incorrect, incomplete or late data or cooperation are at the client's expense.

Article 6. Limits of the advice

1. PickSmarter's advice concerns logistics efficiency: layout, walking routes, location coding, picking method and pallet build.
2. PickSmarter does not give structural, building, fire safety, occupational health and safety or inspection advice. This applies, among other things, to the load capacity and anchoring of racking, aisle widths for forklifts, escape routes and the storage of hazardous substances.
3. Before implementation, the client has changes to racking, aisles and the storage of hazardous substances reviewed by a certified racking inspector or other qualified expert.
4. The client decides on the implementation of the advice and is responsible for it, also when PickSmarter provides guidance. This also applies to changes in ERP or WMS systems.

Article 7. Prices and payment

1. Prices are fixed prices per assignment, excluding VAT and travel costs, unless stated otherwise.
2. Travel costs above 50 km one way are charged at € 0.30 per kilometre, or as stated in the quotation.
3. Invoices are payable within 14 days of the invoice date. PickSmarter may ask for payment in advance or a deposit, among other things for clients outside the Netherlands.
4. In the event of late payment, the client owes the statutory commercial interest without notice of default, plus the reasonable costs of collection.
5. A subscription is invoiced monthly in advance.

Article 8. Additional work and changes

1. Work outside the description in the quotation is additional work. PickSmarter only carries out additional work after the client has agreed to the price in writing.
2. If the warehouse turns out to be larger than stated in the request (for example more SKUs, locations or order lines), PickSmarter may adjust the price to the correct class, after consultation and before performance.

Article 9. Cancellation

1. The client may cancel an assignment free of charge up to 5 working days before the first visit.
2. In the event of later cancellation, 50% of the assignment price is due, plus costs already incurred.
3. A subscription can be cancelled monthly with effect from the end of the current month.

Article 10. Confidentiality

1. Both parties keep the other party's confidential information secret and use it only for the assignment.
2. This does not apply to information that is already public, that a party lawfully received from a third party, or that a party is required by law to disclose.
3. Confidentiality applies until 2 years after the end of the assignment.

Article 11. Intellectual property and use of results

1. After full payment, the client may use PickSmarter's reports, plans and analyses for its own business operations.
2. PickSmarter's methods, calculation models, templates, software and tools, including De Vloermethode, remain the property of PickSmarter.
3. PickSmarter only uses the results of an assignment as an (anonymised) reference or case study with the client's written consent.

Article 12. Data and privacy

1. PickSmarter processes personal data in accordance with the General Data Protection Regulation (GDPR) and the privacy statement.
2. If PickSmarter processes personal data on behalf of the client, for example in order data, the parties conclude a data processing agreement.
3. PickSmarter deletes the client's data no later than 3 months after completion of the assignment, unless agreed otherwise or unless the law requires retention.

Article 13. Liability

1. PickSmarter is only liable for direct damage resulting from an attributable failure in the performance of the assignment.
2. Liability is limited to the invoice amount of the assignment to which the damage relates, and for a subscription to the fees over the last 6 months. In any event, liability is limited to the amount paid out by PickSmarter's insurer in that case, plus the deductible.
3. PickSmarter is not liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.
4. PickSmarter is not liable for damage caused by incorrect or incomplete data from the client, by the implementation of the advice by the client or third parties, or concerning subjects that fall outside the advice under Article 6.
5. These limitations do not apply if the damage results from intent or deliberate recklessness on the part of PickSmarter.
6. The client reports damage as soon as possible and no later than 30 days after discovery. A claim lapses 12 months after the client discovered or could reasonably have discovered the damage.

Article 14. Force majeure

In the event of force majeure, such as illness of the person carrying out the work, disruptions at suppliers or government measures, PickSmarter may suspend performance. If the force majeure lasts longer than 60 days, either party may terminate the assignment in writing without compensation.

Article 15. Governing law and disputes

1. Dutch law applies to all assignments.
2. The parties will first try to resolve disputes by consultation. If that fails, the District Court of Zeeland-West-Brabant (rechtbank Zeeland-West-Brabant) has jurisdiction.

Article 16. Recordings during visits

1. During a visit, PickSmarter may record video and audio, for example with a body camera, solely for the analysis and advice within the assignment. The client gives consent for this by accepting the quotation.
2. The client informs its employees in advance about the visit and the recordings. PickSmarter asks every employee spoken to for verbal consent before the conversation is recorded, and stops recording if anyone objects.
3. The client may designate rooms, screens or documents that may not be filmed. PickSmarter complies with this.
4. PickSmarter films racking, locations and routes as much as possible and people as little as possible.
5. Recordings are only stored in PickSmarter's systems, never on private devices of employees or students. Raw recordings are deleted within 30 days of the visit; the processed analysis is kept for as long as the assignment and the retention period last.
6. PickSmarter does not use recordings for marketing or publication. Use for internal training of its own employees only takes place with separate written consent from the client, or with fragments in which no persons are recognisable.
7. The data processing agreement applies to the processing of personal data in recordings.