General Terms and Conditions​​

Article 1 - Definitions

1. Bizolve B.V., established in Den Helder, Chamber of Commerce number ...., is referred to in these general terms and conditions as the service provider.
2. The counterparty of the service provider is referred to in these general terms and conditions as the client.
3. The parties are service provider and client together.
4. The Agreement refers to the agreement for the provision of services between the parties.

Article 2 - Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, work, agreements and deliveries of services or goods by or on behalf of the service provider.
2. Deviation from these conditions is only possible if this has been expressly agreed in writing by the parties.
3. The agreement always contains obligations of effort for the service provider, not obligations of results.

Article 3 - Payment

1. Invoices must be paid within 30 days of the invoice date, unless the parties have made other written agreements or a different payment term is stated on the invoice.
2. Payments are made without any appeal to suspension or settlement by transferring the amount due to the bank account number specified by the service provider.
3. If the client does not pay an invoice within the agreed term, he is legally in default, without any notice being required. From that moment on, the service provider is entitled to suspend the obligations until the client has fulfilled his payment obligations.
4. If the client remains in default, the service provider will proceed to collection. The costs relating to that collection will be borne by the client. If the client is in default, he is also liable for the principal sum, statutory (commercial) interest, extrajudicial collection costs and other damages for extrajudicial collection costs.
5. In the event of liquidation, bankruptcy, attachment or suspension of payments of the client, the claims of the service provider on the client are immediately due and payable.
6. If the client refuses to cooperate in the execution of the assignment by the service provider, he is still obliged to pay the agreed price to the service provider.

Article 4 - Offers and quotations

1. The service provider's offers are valid for a maximum of 1 month, unless a different term of acceptance is stated in the offer. If the offer is not accepted within that stated term, the offer will lapse.
2. Delivery times in quotations are indicative and do not entitle the client to cancellation or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. Parties must agree to this explicitly and in writing.

Article 5 - Prices

1. The prices stated on offers, quotations and invoices from the service provider are exclusive of VAT and any other government levies, unless expressly stated otherwise.
2. The prices of goods are based on the cost prices known at that time. Increases in these, which could not have been foreseen by the service provider at the time of making the offer or concluding the agreement, may give rise to price increases.
3. With regard to the provision of services, the parties may agree on a fixed price when concluding the agreement.
4. If no fixed price has been agreed, the rate for the service provision can be determined on the basis of the actual hours spent. The rate is calculated according to the usual hourly rates of the service provider, applicable for the period in which he performs the work, unless a different hourly rate has been agreed.
5. If no rate has been agreed on based on the actual hours spent, a target price will be agreed for the service, whereby the service provider is entitled to deviate from this by up to 10%. If the target price is more than 10% higher, the service provider must inform the client in a timely manner why a higher price is justified. In that case, the client has the right to cancel a part of the assignment that exceeds the target price plus 10%.

Article 6 - Discounts and minimum purchase period

1. Discounts on the standard prices of services or products offered by the service provider are only valid with a minimum contract duration of 12 months.
2. To qualify for the discount, the customer must enter into an agreement for at least 12 months. If the customer terminates the agreement prematurely, the service provider reserves the right to reclaim the discounts granted.
3. Deviating details and duration of the discount will be determined in the quotation or agreement.

Article 7 - Price indexation

1. The prices and hourly wages agreed upon when entering into the agreement are based on the price level applied at that time. The service provider has the right to adjust the fees to be charged to the client annually on 1 January.
2. Adjusted prices, rates and hourly wages will be communicated to the client as soon as possible.

Article 8 - Provision of information by the client

1. The client shall make all information relevant to the execution of the assignment available to the service provider.
2. The Client is obliged to provide all data and documents that the Service Provider deems necessary for the correct execution of the assignment, in a timely manner and in the desired form and manner.
3. The Client guarantees the correctness, completeness and reliability of the data and documents made available to the service provider, even if these originate from third parties, unless the nature of the assignment dictates otherwise.
4. The Client shall indemnify the Service Provider against any damage in any form whatsoever resulting from failure to comply with the provisions of the first paragraph of this article.
5. If and to the extent that the client requests this, the service provider will return the relevant documents.
6. If the client does not provide the data and documents requested by the service provider, or does not provide them in a timely or proper manner, and the execution of the assignment is delayed as a result, the resulting additional costs and additional fees will be borne by the client.

Article 9 - Withdrawal of order

1. The client is free to terminate the assignment to the service provider at any time.
2. If the client withdraws the assignment, the client is obliged to pay the wages owed and the expenses incurred by the service provider.

Article 10 - Execution of the agreement

1. The Service Provider will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. The service provider has the right to have work carried out by third parties.
3. The implementation takes place in mutual consultation and after written agreement and payment of any agreed advance payment.
4. It is the client's responsibility to ensure that the service provider can commence the assignment on time.

Article 11 - Contract duration assignment

1. The agreement between the client and the service provider is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
2. If the parties have agreed on a term for the completion of certain activities within the term of the agreement, this is never a fatal term. If this term is exceeded, the client must give the service provider written notice of default.

Article 12 - Amendment of the agreement

1. If during the execution of the agreement it appears that it is necessary to change or supplement the work to be carried out for the proper execution of the assignment, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. The service provider will inform the client of this as soon as possible.
3. If the amendment or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client of this in writing as soon as possible.
4. If the parties have agreed on a fixed fee, the service provider will indicate to what extent the change or addition to the agreement will result in an excess of this fee.

Article 13 - Force Majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the service provider to fulfil any obligation towards the client cannot be attributed to the service provider in the event of a circumstance beyond the control of the service provider, which prevents the fulfilment of its obligations towards the client in whole or in part or which makes it unreasonable to expect the service provider to fulfil its obligations. Such circumstances include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work stoppages.
2. If a situation as referred to herein occurs as a result of which the service provider cannot meet its obligations towards the client, those obligations will be suspended for as long as the service provider cannot meet its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to terminate the agreement in writing in whole or in part.
3. In the event referred to in the second paragraph of this article, the Service Provider shall not be obliged to pay compensation for any damage, even if the Service Provider enjoys any benefit as a result of the force majeure situation.

Article 14 - Settlement

The Client waives its right to offset a debt to the service provider against a claim on the service provider.

Article 15 - Suspension

Client waives the right to suspend the fulfilment of any obligation arising from this agreement.

Article 16 - Transfer of rights

Rights of a party under this agreement may not be transferred without the prior written consent of the other party. This provision shall be deemed to be a provision with property law effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.

Article 17 - Lapse of the claim

Any right to compensation for damage caused by the service provider shall in any case expire 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 18 - Warranty

The parties have entered into an agreement with a service-providing character, which only contains an obligation of effort on the part of the service provider and therefore no obligation of result.

Article 19 - Insurance

1. The Client undertakes to adequately insure and keep insured the delivered goods that are necessary for the performance of the underlying agreement, as well as goods of the service provider that are present at the Client's premises and goods that have been delivered under retention of title, against, among other things, fire, explosion and water damage as well as theft.
2. The client shall provide the policy of these insurances for inspection upon first request.

Article 20 - Liability for damages

1. The Service Provider shall not be liable for any damage arising from this Agreement unless the Service Provider has caused the damage intentionally or through gross negligence.
2. In the event that the service provider owes damages to the client, the damages will not exceed the fee.
3. Any liability for damage resulting from or related to the performance of an agreement is always limited to the amount paid out in the relevant case by the concluded (professional) liability insurance(s). This amount is increased by the amount of the deductible according to the relevant policy.
4. The limitation of liability also applies if the service provider is held liable for damage that directly or indirectly results from the improper functioning of the equipment, software, data files, registers or other items used by the service provider in the execution of the assignment.
5. The service provider is not liable for damage resulting from intent or deliberate recklessness on the part of the service provider, its manager or subordinates.

Article 21 - Liability of the client

1. If an order is placed by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that order.
2. If an order is placed directly or indirectly by a natural person on behalf of a legal entity, this natural person can also be the client in private. This requires that this natural person can be considered the (co-)policymaker of the legal entity. In the event of non-payment by the legal entity, the natural person is therefore liable for payment of the invoice, regardless of whether this invoice, whether or not at the request of the client, is made in the name of a legal entity or in the name of the client as a natural person or both of them.

Article 22 - Indemnification

The client indemnifies the service provider against all claims from third parties relating to the goods and/or services supplied by the service provider.

Article 23 - Obligation to complain

1. Client is obliged to report complaints about the work performed directly in writing to service provider. The complaint contains a description of the shortcoming in as much detail as possible, so that service provider is able to respond adequately.
2. In any case, a complaint cannot lead to the service provider being obliged to perform work other than that agreed upon.

Article 24 - Retention of title, right of suspension and right of retention

1. The goods present at the client and delivered goods and parts remain the property of the service provider until the client has paid the entire agreed price. Until that time, the service provider can invoke his retention of title and take back the goods.
2. If the agreed advance payments are not paid or not paid on time, the service provider has the right to suspend the work until the agreed part has been paid. This is considered a creditor's default. In that case, a late delivery cannot be held against the service provider.
3. The Service Provider is not authorised to pledge or otherwise encumber the items subject to its retention of title.
4. If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the service provider has the right of retention. The goods will then not be delivered until the client has paid in full and in accordance with the agreement.
5. In the event of liquidation, insolvency or suspension of payments of the client, the client's obligations shall become immediately due and payable.

Article 25 - Intellectual property

1. Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent rights, trademark rights, design and model rights, etc.) to all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc.
2. The aforementioned intellectual absolute rights may not be copied, shown to third parties and/or made available or used in any other way without the written permission of the service provider.
3. The Client undertakes to maintain confidentiality of the confidential information made available to him by the service provider. Confidential information shall in any case be understood to mean that to which this article relates, as well as the company data. The Client undertakes to impose a written confidentiality obligation on his personnel and/or third parties involved in the execution of this agreement, in accordance with the purport of this provision.

Article 26 - Confidentiality

1. Each party shall keep confidential any information it receives (in whatever form) from the other party and any other information concerning the other party which it knows or reasonably has reason to suspect is secret or confidential or information the dissemination of which could harm the other party, and shall take all necessary steps to ensure that its personnel also keep the said information confidential.
2. The duty of confidentiality referred to in the first paragraph of this Article does not apply to information:
3. 1. which was already public at the time the recipient received such information or subsequently became public without a breach by the receiving party of a duty of confidentiality incumbent on him;
   2. which the receiving party can prove was already in its possession at the time of provision by the other party;
   3. which the receiving party has received from a third party where that third party was entitled to provide such information to the receiving party;
   4. is made public by the receiving party pursuant to a legal obligation.
4. The confidentiality obligation described in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 27 - Fine for breach of confidentiality obligation

1. If the client violates the article of these general terms and conditions regarding confidentiality, the client shall forfeit to the service provider an immediately due fine of €5,000 for each violation and in addition an amount of €500 for each day that the violation continues. This is regardless of whether the violation can be attributed to the client. Furthermore, no prior notice of default or legal proceedings are required for the forfeiture of this fine. Nor does any form of damage have to be involved.
2. The forfeiture of the fine referred to in the first paragraph of this Article shall not affect the other rights of the service provider, including its right to claim damages in addition to the fine.

Article 28 - Non-takeover of personnel

The Client shall not employ any employees of the Service Provider (or of companies that the Service Provider has called upon to execute this Agreement and that have been involved in the execution of the Agreement). Nor shall the Client otherwise have them work for him, directly or indirectly. This prohibition applies during the term of the Agreement until one year after its termination. One exception applies to this prohibition: the parties may make other agreements in good business consultation with each other. These agreements apply insofar as they have been recorded in writing.

Article 29 - Amendment of general terms and conditions

1. The service provider is entitled to amend or supplement these general terms and conditions.
2. Minor changes may be made at any time.
3. The service provider will discuss major substantive changes with the customer in advance as much as possible.

Article 30 - Applicable law and competent court

1. Dutch law applies exclusively to any agreement between the parties.
2. The Dutch court in the district where the service provider is established has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.

These general terms and conditions apply from: August 1, 2024