General Terms of Delivery Conditions of Hi There B.V.

This is a translation of the official Dutch language General Terms and Conditions Hi There B.V. In the event of a conflict, the Dutch language version shall prevail.

Article 0: General

The following definitions apply in these terms and conditions:

Client: the natural person or legal person who has instructed Hi There B.V. to perform Activities.

Hi There B.V.: the company that concludes the Agreement and uses these general terms and conditions. Every Agreement is concluded with Hi There B.V. and is executed by Hi There B.V.

Activities: all Activities that have been commissioned or that are performed by Hi There B.V.  on other grounds. The foregoing applies in the broadest sense of the word and in any case includes the Activities as stated in the engagement letter.

Documents: all goods made available by the Client to Hi There B.V., including documents or data carriers, as well as all goods manufactured in the context of the execution of the assignment by Hi There B.V., including documents or data carriers.

Agreement: every agreement between Client and Hi There B.V. for performing Activities by Hi There B.V. for the Client, pursuant to the engagement letter.

Article 1: Applicability of the general terms and conditions

1.1. These general terms and conditions apply to every offer, quotation, assignment by and every agreement with Hi There B.V. for the performance of services and / or delivery of goods by Hi There B.V., as well as for all ensuing Activities for (related Agreements between) Hi There B.V. and a counterparty (hereinafter referred to as: Client).

1.2. General terms and conditions - by whatever name - used by the Client are expressly rejected, unless applicability is agreed upon expressly and in writing between Hi There B.V. and Client.

1.3. Deviations from, and additions to, these general terms and conditions are only valid if they have been agreed upon explicitly and in writing, for example, a (written) agreement or engagement letter.

1.4. In the event that these general terms and conditions and the engagement letter contain conflicting terms and conditions, the conditions included in the engagement letter apply.

1.5. The underlying Assignment / Agreement - together with the general terms and conditions - reflect all  agreements between Client and Hi There B.V. with regard to the Activities for which the Agreement has been concluded. All previous agreements made between parties or proposals made in this regard will be canceled.

Article 2: Agreement

2.1. The Client's Agreement with Hi There B.V. may cover various services or matters to be provided by Hi There B.V. in the field of finance or administration. The Agreement is recorded in writing by Hi There B.V. and approved by the Client. Changes to the Agreement, during the performance thereof, are recorded in writing by Hi There B.V. and approved by the Client. The engagement letter is based on the information provided by the Client to Hi There B.V. at the time. The confirmation is deemed to represent the Agreement correctly and completely.

2.2.The Client’s agreement with Hi There B.V. is always solely an obligation of effort for Hi There B.V., unless Hi There B.V. has expressly guaranteed a result in writing.

2.3. The parties are free to prove the formation of the Agreement by other means.

Article 3: Implementation

3.1. Hi There B.V. is obliged to exercise due care in the performance of the Agreement concluded with the Client.

3.2. Client will always provide Hi There B.V. all by Hi There B.V. requested information to Hi There B.V. and Client guarantees the accuracy and completeness of this information. Client will always provide Hi There B.V. with unsolicited information, which the Client knows or should know that it is or could be important to Hi There B.V.  in the implementation of the Agreement, even if these originate from third parties. Hi There B.V. has the right to suspend the execution of the Agreement until the Client has met the aforementioned obligation. The extra costs and extra fees arising from the delay in the execution of the Agreement, arising from the non-availability, late or improper delivery of the requested data, are for the account of the Client.

3.3. If Hi There B.V. uses data provided by or on behalf of the Client to Hi There B.V. for the performance of the Agreement Hi There B.V. is not obliged to verify this data for accuracy or completeness. Hi There B.V. is not liable for damage that is the result of incorrectness or incompleteness of this data.

3.4. If Hi There B.V. makes use of data from third parties in the performance of the Agreement, these have been obtained from public and other sources which Hi There B.V. deems reliable. Hi There B.V. is not liable for damage that is the result of incorrectness or incompleteness of this data.

3.5. Hi There B.V. can, in the context of an Agreement concluded by the Client with Hi There B.V., advise on third parties to be engaged by Client, on counterparties to be selected and contracted by Client and on the conditions and execution of the transaction intended by Client. Hi There B.V. is not liable for the consequences of the decisions of the Client of any nature whatsoever, which are (partly) based on the advice provided by Hi There B.V..

3.6. If Hi There B.V. is engaged by the Client in the implementation of a project, project management rests with the Client or a third party designated by the Client, unless explicitly agreed otherwise in writing.

3.7. If Hi There B.V. makes employees available to the Client for performing Activities, these employees will work under effective control and under the responsibility of the Client.

3.8. Hi There B.V. has the right at all times to replace persons made available, or persons involved in the implementation of an Agreement, with other persons. The applicability of Article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

3.9. If Hi There B.V. has agreed upon a date on which the Agreement or parts thereof will be completed, this date is only indicative, unless Hi There B.V. has expressly and in writing guaranteed otherwise.

3.10. If Hi There B.V. gives advice, makes designs, provides assistance or provides services with regard to software, or makes software available, this does not entail any liability for Hi There B.V. to the extent that any shortcoming relates to the functioning of the software in question in or with the hardware and software used by the Client.

3.11. If Hi There B.V. or third parties engaged by Hi There B.V. in the context of the assignment perform Activities at the location of the Client or at a location designated by the Client, the Client will provide the facilities reasonably required by that employee (s) free of charge.

Article 4: Remuneration

4.1. Upon the conclusion of the Agreement between Client and Hi There B.V. the parties will agree upon the remuneration for Hi There B.V. and costs to be charged to the Client by Hi There B.V... The remuneration of Hi There B.V. is not dependent on the outcome of the Activities performed.

4.2. Hi There B.V. may charge one or more of the following fees for the implementation of the Agreement concluded by the Client with Hi There B.V.:

  • A fixed amount;

  • A fixed amount, depending on the realization of any agreed result;

  • An amount based on the time spent by Hi There B.V.on the implementation of the Agreement;

  • A variable amount depending on the realization of any result and / or based on its value;

  • Any other form of fixed or variable remuneration in money or goods.

This fee is, where applicable, increased with VAT. If wages and / or prices undergo a change after the conclusion of the Agreement, but before the assignment has been fully executed, Hi There B.V. is entitled to adjust the agreed rate accordingly, without the Client being entitled to terminate the Agreement for that reason.

4.3. Hi There B.V. and Client can agree that additional costs, travel and accommodation costs incurred by Hi There B.V. as well as costs incurred by Hi There B.V. for contracted third parties are for the account of the Client.

4.4. Unless otherwise agreed, Client is due Hi There B.V. the agreed remuneration at the time that either the Agreement has been executed or the Client and his counterparty have committed themselves towards each other with regard to the transaction on which the Agreement concluded by Client with Hi There B.V. relates. Hi There B.V. has the right to suspend the execution of the Activities prior to commencement of the Activities and during the execution of the Activities until the Client has paid a reasonable advance payment to Hi There B.V. for the Activities to be performed. An advance payment by the Client is in principle settled with the final invoice. A composite quotation does not oblige Hi There B.V. to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future assignments.

4.5. Client is obliged to pay Hi There B.V. the amount due Hi There B.V. within 21 days after the invoice date without any settlement, withholding or suspension in Euros. In the event of late or incomplete payment, Hi There B.V. is entitled, after it has given notice to the other party to pay at least once, without further notice of default and without prejudice to the other rights of Hi There B.V., to charge the statutory interest that is due on late payment of trade debts from the due date until the moment of payment on the full amount due.

4.6. All reasonably incurred judicial and extrajudicial (collection) costs incurred by Hi There B.V. as a result of the Client's non-compliance with its payment obligations will be borne by the Client, whereby the Rapport Voorwerk II will be used as a guideline.

4.7. In the case of a joint agreement, the other parties, to the extent that the Activities has been carried out for the benefit of the other parties, are jointly and severally liable for payment of the invoice amount.

4.8. Complaints with regard to the Activities performed and / or the invoice amount must be submitted in writing to Hi There B.V. within 15 days from the date on which the documents or information on which the Client has a complaint were sent, or within 15 days after the discovery of the defect if the Client demonstrates that he could not reasonably have discovered the defect earlier. could. Complaints suspend neither the payment obligation nor the payment term of the Client. If the complaint is not filed in time, all rights of the Client with regard to the complaint expire. If it is determined that a complaint is unfounded, then the resulting costs including but not limited to the investigation costs incurred by Hi There B.V. will be borne in full by the Client.

Article 5: Duration

5.1. The Agreement concluded by the Client with Hi There B.V. ends:

- The moment the Agreement has been carried out by Hi There B.V. ;

- If the Client or Hi There B.V. terminates the Agreement with due observance of a reasonable notice period.

5.2. If the Client terminates the Agreement in whole or in part before it is carried out by Hi There B.V., Client is due Hi There B.V. the costs incurred, consisting of the reasonable costs incurred and the time Hi There B.V. has spent on the execution of the Agreement at a reasonable hourly rate to be determined by Hi There B.V..

5.3. If Hi There B.V. terminates the Agreement before the work in the Agreement has been carried out, Hi There B.V. is not entitled to charge a remuneration or costs, except if and to the extent that the Client benefits from the part of the Agreement that has already been performed, in which case Hi There B.V. is entitled to a proportionate share of the agreed remuneration and reimbursement of costs incurred. Hi There B.V. is not due compensation to the Client in the event of termination of the Agreement before it has been executed.

5.4. Without prejudice to the provisions of Article 5.2, Client owes Hi There B.V. agreed remuneration (s) if the Client terminates the agreement in whole or in part before it is carried out by Hi There B.V. in addition to the costs incurred if and as soon as:

- The counterparty (parties) of Client, whether or not through Hi There B.V., has(have) made a (conditional) offer regarding the transaction to which the Agreement concluded by the Client with Hi There B.V. applies, which the Client can reasonably accept. An offer also means: conduct and / or statements of (potential) counterparties that justify the expectation that this party (parties) could make an offer;

- The Client, within twelve months of the termination of the Agreement with Hi There B.V., commits itself with third party (parties) for the establishment or execution of a transaction whose object or nature corresponds to the object or nature of the transaction that relates to the Agreement concluded by Client with Hi There B.V.

Article 6: Intellectual property; confidentiality

6.1. All copyrights and other intellectual property rights on or in connection with Agreements executed by Hi There B.V. and related documents and software remain with Hi There B.V. and do not transfer to Client, unless explicitly agreed upon in writing between Client and Hi There B.V. .

6.2. Hi There B.V. grants the Client the non-exclusive and non-transferable right to use software and documentation made available for an indefinite period of time, unless agreed otherwise. This right of use is limited to personal use and exclusively for the original purpose. The right of use expires by operation of law when the Client is declared bankrupt, applies for a (provisional) suspension of payment or proposes a private debt restructuring to creditors.

6.3. The Client is expressly prohibited to reproduce, to disclose, to sell, to rent, to use or to exploit or have exploited in any other way the  products, including computer programs, system designs, working methods, advice, (model) contracts and other mental products of Hi There B.V., all in the broadest sense of the word, whether or not with the involvement of third parties. Client must always do everything that can reasonably be expected of him to safeguard the property rights of Hi There B.V.

6.4. Hi There B.V. and Client will enforce strict confidentiality with regard to data that belongs to the confidential information of the other party during and after the execution of the Agreement concluded by Client with  Hi There B.V. and will make an effort to ensure that employees and third parties maintain the same confidentiality, insofar as information is not to be given to third parties on the basis of any legal provision or other binding regulations.

Article 7: Liability

7.1. Hi There B.V. will carry out its Activities to the best of its ability, taking into account the care that can be expected from a business service provider. If damage occurs because the Client has provided incorrect or incomplete information on the basis of which Hi There B.V. subsequently advised, Hi There B.V. is B.V. not liable for this damage.

7.2. Hi There B.V. is only liable for direct damage that is the result of a Hi There B.V. attributable shortcomingHi There B.V. and never for corporate, consequential or indirect damage. Liability for oral, non-written advice is completely excluded.

7.3. Hi There B.V. is not liable for damage caused by its employees, insofar as this damage was caused during the performance of Activities carried out under the actual supervision of the Client, or in the context of a project led by or on behalf of the Client.

7.4. In all cases where Hi There B.V., in spite of the provisions of articles 7.1 up to and including 7.3. and in all cases where Hi There B.V. on the basis of the provisions of Article 7.2. is liable for compensation for damage suffered by the Client, the liability is limited to an amount equal to the fee excluding VAT and additional costs, which occurred in the period of six months prior to the date on which the harmful event occurred for the first time or became known by Hi There B.V. which has been invoiced to the Client and paid for by the Client, subject to a maximum of € 10,000

7.5. Client indemnifies Hi There B.V. in respect of any claim set by a third party against Hi There B.V. that is related to or arises from the Agreement concluded by the Client with Hi There B.V., all costs to be incurred by Hi There B.V. and the damage suffered or to be suffered by Hi There B.V. as a result thereof, except in the case of intent or deliberate recklessness on the part of the management or actual managers of Hi There B.V.

7.6. All claims against Hi There B.V. expire within one year after the moment at which the Client or third parties became known or could reasonably have been aware of their existence.

Article 8: Force majeure

8.1. Hi There B.V. is not obliged to fulfill any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and is not for his account by law, legal act or generally accepted views.

8.2. If Hi There B.V. is unable to fulfill its obligations under the Agreement in time or properly due to an unforeseeable or not attributable cause, including but not limited to the illness of employees, disruptions in the computer network and other stagnations in the normal course of matters within his company, those obligations are suspended until the moment that Hi There B.V. is still able to meet them in the agreed manner.

8.3. When Hi There B.V. has at the time of force majeure partially fulfilled the obligations under the Agreement or if it will be able to comply with it, and the part fulfilled or to be fulfilled has independent value, Hi There B.V. is entitled to invoice this work separately. The Client is obliged to pay this invoice as if it were a separate Agreement.

Article 9: Ranking, law and forum choice

9.1. If and insofar as these conditions and the Agreements between Client and Hi There B.V. contains mutually conflicting provisions, the Agreement prevails over the conflicting provisions in these conditions. The most recently filed version or the version that applied at the time of the conclusion of the Agreement with the Client always applies.

9.2. Dutch law applies to these conditions. Disputes arising from these conditions and related Agreements must in the first instance be submitted to the competent court in the Maastricht district.

9.3. If Hi There B.V. is acting as the claimant, as a deviation from the provisions in Article 9.2, Hi There B.V. is entitled to but not obliged to bring the dispute according to the law competent court elsewhere.

These terms and conditions are a direct translation of the Dutch Terms and Conditions as deposited at the Chamber of Commerce under number 14066150, November 2018.