General terms and conditions ISO Genius B.V.

Article 1 Applicability

1. The user of these general terms and conditions is ISO Genius B.V., having its registered office at Westhoven 10 in Roermond, registered in the trade register under number 75556960, hereinafter to be referred to as: ‘contractor’.
2. These general terms and conditions shall apply to all offers, quotations and/or agreements and/or legal relationships entered into by the contractor with another party or the customer within the context of the execution of the activities.
3. Amendments to these terms and conditions must be explicitly confirmed by the contractor in writing.
4. In these terms and conditions, ‘customer’ shall be understood to mean: every person or legal entity that has placed an order with the contractor or has entered into an agreement with the contractor or wishes to do so and, apart from the customer, his representative(s), authorised representative(s), assignee(s) and heirs.
5. The applicability of any general terms and conditions of client is excluded.
6. If a situation arises between the parties that has not been provided for in these general terms and conditions, this situation should be assessed in the spirit of these general terms and conditions.

Article 2 Quotations

1. Quotations are non-binding and valid for 30 days. Prices are exclusive of VAT and other statutory levies.
2. Contractor cannot be held to its quotations or offers if the customer can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error in writing.
3. Offers clearly describe the software tool to be delivered or the work to be carried out. By accepting the quotation and thus entering into an agreement, the customer acknowledges that the software tool or the work is fully described in the quotation.
4. An offer as described in the quotation in question does not automatically apply to follow-up orders.

Article 3 Confirmation, duration and commencement

1. An agreement with the contractor shall only be concluded after the contractor has confirmed the other party’s agreement to the contractor’s offer in writing. This agreement shall be deemed to reproduce the agreement correctly and in full. This agreement shall be deemed to be an agreement of assignment as referred to in article 7:400 of the Dutch Civil Code and further. Any supplementary agreements or amendments made at a later date between the contractor and the principal shall only be binding on the contractor if confirmed by him in writing. If the client fails to do so, but nevertheless agrees to the contractor commencing the execution of the order, the contents of the offer shall be deemed to have been agreed. Further oral agreements and stipulations will only be binding on the contracted party after they have been confirmed by the contracted party in writing.
2. The duration of the agreement will be specified in the offer. If it is not mentioned, it will be an agreement entered into for an indefinite period of time or an agreement based on a fixed rate for a result to be achieved.
3. An agreement for a definite period between the contractor and the customer cannot be terminated prematurely, in deviation of the provisions in article 408 section 1 of the Dutch Civil Code, if the other party is engaged in a profession or business.
4. An agreement for an indefinite period can be cancelled. The notice period for agreements for an indefinite period is one month, unless the contracted party and customer have agreed on a different period.
5. If a period has been agreed or indicated for the execution of certain work or the delivery of certain goods, this will never be a deadline. However, the contractor shall inform the customer of any delay.

Article 4 Implementation and amendment of agreement; price increase

1. Contractor will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good craftsmanship. The foregoing is based on the current state of knowledge.

2. Contractor shall be entitled to have certain work carried out by third parties. The applicability of Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is explicitly excluded.

3. The customer shall ensure that all data indicated by the contractor as being necessary, or which the customer should reasonably understand to be necessary for the execution of the agreement, shall be provided in good time to the contractor. If the information required for the execution of the agreement is not provided to the contractor in good time, the contractor has the right to suspend the execution of the agreement and / or to charge the client for the additional costs resulting from the delay according to the then customary rates. The period of execution shall not commence until the client has made the information available to the contractor. The contractor is not liable for damage of any kind, because the contractor has relied on incorrect and/or incomplete data provided by the client.

4. If, during the execution of the agreement, it appears that for a proper execution it is necessary to amend or supplement it, the parties will proceed to amend the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or indication of the customer, of the competent authorities et cetera, is amended and the agreement is thereby qualitatively and/or quantitatively changed, this may have consequences for what was originally agreed. As a result, the amount originally agreed upon may also be increased or decreased. Contractor will provide as much advance notice as possible. Due to an amendment to the agreement, the originally stated term of execution may also be changed. Customer accepts the possibility of amending the agreement, including the change in price and execution period.

5. If the agreement is amended, including an addition, the contractor will submit an offer for this amendment, if required. Execution of this additional work may take place as soon as the customer has agreed to the price and other conditions specified for execution, including the time to be determined at that time. Failure to execute the amended agreement, or failure to execute it immediately, shall not constitute default on the part of the contractor and shall not be a ground for the customer to cancel the agreement.

6. Without being in default, the contracted party may refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences for the work to be carried out in this context, for instance.

7. Additional costs resulting from a change referred to in articles 4.4 and 4.5 will be quoted by the contractor in the same capacity, provided that the change is in line with the current agreement.

8. If the customer does not agree with the extra costs of a change as referred to in articles 4.4 and 4.5, the customer is not entitled to cancel the entire agreement. The contractor shall carry out the work as stated in the original agreement or shall deliver the software tool as stated in the original agreement. If the customer still demands the cancellation of the agreement, the customer shall be liable for all damages on the part of the contractor resulting directly or indirectly from this.

9. The contractor is entitled to increase the fee annually in the event of an agreed assignment for an indefinite period of time or in the event of an agreement for a definite period of time, but longer than one year. Customer must be informed about this two months in advance. Principal is then entitled to dissolve the agreed assignment within 1 month, without additional costs, provided that the price change is higher than the legally applicable inflation level.

Article 5 Suspension, termination and early termination of the agreement

1. If the customer fails to comply with any obligation arising from an agreement with the contracted party, the contracted party will be entitled, without any warning or notice of default being required, to suspend or terminate its obligations arising from the agreement in question.
2. In addition, the contractor will be authorised to dissolve the agreement if circumstances arise that are of such a nature that the unaltered maintenance of the agreement cannot reasonably be required of the contractor.
3. If the agreement is dissolved, the contractor’s claims against the customer will be immediately due and payable. If the contracted party suspends fulfilment of its obligations, it will retain its claims under the law and the agreement.
4. If the contractor proceeds with suspension or dissolution, he will not be obliged to compensate damage and costs in any way whatsoever.
5. If the dissolution is attributable to the customer, the contractor will be entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.
6. If the customer does not comply with his obligations arising from the agreement and this non-compliance justifies dissolution, the contractor will be entitled to dissolve the agreement at once and with immediate effect without any obligation on his part to pay any compensation or indemnification, while the customer will be obliged to pay compensation or indemnification on grounds of breach of contract. If the agreement is terminated prematurely by the contractor, the contractor, in consultation with the client, will ensure the transfer of work still to be carried out to third parties. This is unless the client is responsible for the termination. If the transfer of the work results in extra costs for the contractor, these will be charged to the client. The Client is obliged to pay these costs within the period specified for this purpose, unless the Commissionee indicates otherwise.
7. Without prejudice to the provisions elsewhere in these general terms and conditions, the agreement concluded between the client and the contracted party will be dissolved, without judicial intervention or notice of default being required, at the moment that the client is declared bankrupt, requests a provisional suspension of payments or loses the authority to dispose of property and/or legal capacity with regard to his assets or parts thereof due to an attachment, placement under tutelage or otherwise, and also in the event that the client and/or his employees place illegal texts and/or images on an internet site.

Article 6 Force majeure

1.If the contractor is unable to fulfil its obligations under the agreement or is unable to do so in time or properly as a result of force majeure, such as, but not limited to, stagnation in the normal course of business within its company, those obligations shall be suspended until such time as the contractor is able to fulfil them in the agreed manner, without the contractor being in default and without it being liable for any compensation.
2. In the event that the situation referred to in the first paragraph occurs, the customer will have the right to terminate the agreement in full or in part and with immediate effect in writing after a period of 30 days has passed and the performance still cannot be carried out as a result of the situation of force majeure.

Article 7 Payment and collection costs

1. Payment shall in principle be made in advance.
2. If the customer is in default or breach of contract regarding the (timely) fulfilment of his obligations, then all reasonable costs incurred to obtain satisfaction out of court shall be borne by the customer.
3. All costs incurred as a result of judicial or extrajudicial collection of the claim shall be for the account of customer. The extrajudicial costs are set at a minimum of 15% of the amount to be claimed.

Article 8 Retention of title

1. Contractor reserves all rights with regard to intellectual property rights and know-how, which it uses or has used in the context of the execution of the agreement with the customer.
2. The customer is expressly forbidden to reproduce, disclose or exploit the rights and know-how referred to in the previous paragraph, whether or not with the involvement of third parties, without the prior written consent of the contractor.

Article 9 Complaints; claims and liability

1. A complaint concerning the software tool delivered must be made known to contractor in writing within 7 days of the date of dispatch of the invoice, the documents or information which is the subject of the complaint, or within 14 days of the discovery of the defect, provided that the customer can demonstrate that he could not reasonably have discovered the defect earlier.

2. A claim or complaint as referred to in paragraph 1 will not suspend the customer’s payment obligation.

3. Should contractor be liable, then this liability will be limited to what has been arranged in this provision.

4. Contractor is not liable for damage of any kind arising because the contractor has relied on incorrect and/or incomplete information provided by or on behalf of the customer.

5. If the contracter should be liable for any damage, the contracter’s liability will be limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates.

6. The contractor’s liability will in any case be limited to the amount paid out by its insurer in the case in question, plus the amount of the excess in that case.

7. The contractor will only be liable for direct loss.

8. Direct loss shall be understood to mean only the reasonable costs of establishing the cause and extent of the loss, in so far as such establishment relates to loss within the meaning of these general terms and conditions, any reasonable costs incurred to have the contractor’s defective performance meet the requirements of the agreement, in so far as such costs may be attributed to the contractor, and reasonable costs incurred to prevent or limit the loss, in so far as the client demonstrates that such costs have led to a limitation of the direct loss as referred to in these general terms and conditions. The contractor will never be liable for indirect loss, including consequential loss, loss of profit, missed savings and loss due to business interruption.

9. The contractor can never be held liable if the customer’s organisation misses out on certification because the customer has not carried out the advised components or activities. Contractor has an advisory and supervisory role and can therefore never be held liable if the customer fails to follow advice or steps from the software tool critical to certification.

10. The limitations of liability included in this article will not apply if the damage is due to intent or gross negligence on the part of the contractor.

11. Contractor reserves the rights and powers vested in it pursuant to the Copyright Act and other intellectual laws and regulations. Contractor will be entitled to use the knowledge acquired in the execution of an agreement for other purposes, to the extent that this does not involve the disclosure of strictly confidential information of the customer to third parties.

Article 10 Indemnification, intellectual property and applicable law and disputes

1. Customer will safeguard contractor against possible claims by third parties, who suffer damage in connection with the execution of the agreement and of which the cause is attributable to other parties than contractor. Should the contractor be held liable by third parties for this reason, the customer will be obliged to indemnify and compensate the contractor and, if necessary, to assist both extra-judicially and judicially, and to do without delay everything that may be expected of him in this regard. Should the customer fail to take adequate measures, contractor will be entitled to do so itself, without notice of default. All costs and losses incurred by the contractor and third parties as a result will be borne in full by the customer.
2. Customer is obliged to comply with all obligations and/or guidelines and/or regulations arising from the Personal Data Protection Act and/or related legislation and regulations (or the legislation and regulations (including the AVG) that replace the Personal Data Protection Act and/or the legislation and regulations referred to. Contractor shall under no circumstances be regarded as a processor and/or processing agent within the meaning of the Personal Data Protection Act or its successor. If the Contractor is to store, save, process and/or process data within the meaning of the aforementioned Act or its successor, it will only be regarded as a processor and will never be able to be regarded as having final responsibility. The customer will (continue to) be regarded as having final responsibility at all times, during and after the performance of the agreement with the contractor. The customer is obliged to make a notification of data leaks to the competent authority if a situation arises in which a notification must be made. Contractor is, however, authorised to make such a report independently if the circumstances so require.
3. Contractor reserves the rights and powers vested in it pursuant to the Dutch Copyright Act (Auteurswet) and other intellectual laws and regulations with regard to the products, procedures, processes, advice, regulations, guidelines and reports it has developed and/or provided, all in the broadest sense of the word. Contractor shall be entitled to use the knowledge acquired by him in executing an agreement for other purposes as well, to the extent that no strictly confidential information of the customer is brought to the attention of third parties in the process.
4. All legal relationships to which the contracted party is a party will be governed exclusively by Dutch law.
5. The court in the place of establishment of the contracted party is exclusively authorised to take cognisance of disputes, unless the law prescribes otherwise. Contractor will nevertheless be entitled to submit the dispute to the court deemed competent by the law.
6. Parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.