General terms and conditions for services provided by Improovment based in Harderwijk (GLD), The Netherlands.

Article 1 – Definitions

In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise. User: Improovment Client: the other party of user. Agreement: the service agreement.

Article 2 – General

1. These terms and conditions apply to every offer, quotation and agreement between user and a client, insofar as the parties have not explicitly deviated from these terms and conditions in writing. 2. The present conditions also apply to all agreements with the user, for the implementation of which third parties must be involved.

3. Any deviations from these general terms and conditions are only valid if they have been explicitly agreed in writing.

4. The applicability of any purchase or other terms and conditions of the client do not apply unless we confirm this in writing.

5. If one or more of the provisions in these terms and conditions are invalid or should be declared void, the remaining provisions of these terms and conditions remain fully applicable. The user and the client will then enter into consultation in order to agree on new provisions to replace the invalid or annulled provisions, taking into account if and as far as possible the purpose and scope of the original provision.

Article 3 – Offers and quotations

1. All offers are without obligation and based on the information provided by the client when applying.

2. The offers made by user are without obligation; they are valid for 30 days, unless stated otherwise.

3. User is only bound by the offers if the acceptance thereof is confirmed in writing by the other party within 30 days, unless indicated otherwise. The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, unless indicated otherwise.

4. If the acceptance deviates (on minor points) from the offer included in the quotation, the user is not bound by this. The agreement will then not be concluded in accordance with this deviating acceptance, unless the user indicates otherwise.

5. A compound quotation does not oblige user to perform part of the assignment against a corresponding part of the stated price. 6. Offers or quotations do not automatically apply to future assignments.

Article 4 – Execution of the agreement

1. User will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship.

2. If and to the extent that a proper execution of the agreement requires this, the user has the right to have certain work done by third parties.

3. The client ensures that all data, of which the user indicates that they are necessary or of which the client should reasonably understand that they are necessary for the execution of the agreement, is provided to the user in a timely manner. If the data required for the implementation of the agreement have not been provided to the user in a timely manner, the user has the right to suspend the performance of the agreement and / or to charge the extra costs resulting from the delay to the client in accordance with the usual rates .

4. The user is not liable for damage of whatever nature caused by the fact that the user relied on incorrect and / or incomplete data provided by the client, unless the user should have been aware of this incorrectness or incompleteness.

5. If it has been agreed that the agreement will be implemented in phases, the user may suspend the implementation of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.

6. The client indemnifies the user against any claims from third parties who suffer damage in connection with the implementation of the agreement and which is attributable to the client.

Article 5 – Amendment of the agreement

1. If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement the work to be performed, 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 implementation may be affected. The user will inform the client of this as soon as possible.

3. If the change or supplement to the agreement will have financial and / or qualitative consequences, the user will inform the client of this in advance.

4. If a fixed fee has been agreed upon, the user shall indicate to what extent the change or supplement to the agreement will result in this fee being exceeded, which will be borne by the client. Contrary to paragraph 3, the user will not be able to charge additional costs

5. if the change or supplement is the result of circumstances that can be attributed to the user.

Article 6 – Contract duration; execution time

1. The agreement between user and a client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.

2. If within the duration of the agreement a period has been agreed for the completion of certain activities, this is never a strict deadline. If the execution period is exceeded, the client must therefore give the user written notice of default.

Article 7 – Fee

1.The parties can agree a fixed fee upon the conclusion of the agreement.
If no fixed fee is agreed, the fee will be determined on the basis of the hours actually spent. The fee is calculated according to the user’s usual hourly rates, valid for the period in which the work is being performed, unless a different hourly rate has been agreed upon.

2. The fee is and any cost estimates are exclusive of VAT.

3. For assignments with a duration of more than three months, the costs due will be charged periodically.

4. If the user agrees a fixed fee or hourly rate with the client, the user is nevertheless entitled to increase this fee or rate.

5. Furthermore, the user is entitled to pass on price increases if the rates with regard to, for example, wages have risen between the time of offer and delivery.

6. In addition, the user may increase the fee if, during the performance of the work, it appears that the originally agreed or expected amount of work was insufficiently estimated at the conclusion of the agreement, and this is not attributable to the user, that the user cannot reasonably be expected to do so, may be expected to perform the agreed work at the originally agreed fee. In that case, the user will inform the client of the intention to increase the fee or rate. The User shall thereby state the extent of and the date on which the increase will take effect.

Article 8 – Payment

1. Prior to the assignment, the user invoices a percentage of the total quotation sum. This must be paid before the start of the assignment. The remaining part follows after completion of the assignment.

2. Payment must be made within 14 days after the invoice date, in a manner to be specified by the user in the currency stated in the invoice. Objections to the amount of the invoices do not suspend the payment obligation.

3. If the client fails to pay within the period of 14 days, the client is legally in default. Client then owes an interest of 2% per month, unless the legal interest is higher, in which case the legal interest applies. The interest on the claimable amount will be calculated from the moment that the client is in default until the moment of payment of the full amount.

4. In the event of liquidation, bankruptcy, seizure or suspension of payment of the client, the user’s claims against the client are immediately claimable.
The user has the right to have the payments made by the client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest.

5. The user can, without being in default as a result, refuse an offer for payment if the client designates a different order for the allocation.
The user can refuse full repayment of the principal sum if this does not also cover the vacant and accrued interest as well as the costs.

Article 9 – Retention of title

1. All goods supplied by the user, including any (draft) texts, designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of the user until the client has fulfilled all subsequent obligations under all agreements concluded with the user.

2. In the event that the user wishes to exercise his ownership rights specified in this article, the client already gives unconditional and irrevocable permission to the user (Improovment) or third parties to be designated by him to enter all those places where the user’s property is located and to take those matters back.

Article 10 – Collection costs

1. If the client is in default or in default with the fulfillment of one or more of its obligations, then all reasonable costs for obtaining settlement out of court will be borne by the client. If the client fails to pay a sum of money in time, he forfeits an immediately payable fine of 15% on the amount still due.

2. If the user has incurred higher costs, which were reasonably necessary, these also qualify for reimbursement.

3. Any reasonable judicial and execution costs incurred will also be borne by the client.

4. The client owes interest on the collection costs incurred.

Article 11 – Research, complaints

1. Complaints about the work performed must be reported by the client to the user by registered letter within 8 days after discovery, but at the latest within 14 days after completion of the work concerned. The notice of default must contain as detailed a description as possible of the shortcoming, so that the user is able to respond adequately.

2. If a complaint is justified, the user will still perform the work as agreed, unless this has become demonstrably pointless for the client. The latter must be made known in writing by the client.

3. If the performance of the agreed work is no longer possible or useful, the user will only be liable within the limits of article 15.

4. If the period referred to in paragraph 1 of this article is exceeded, the right to claim expires.

Article 12 – Cancellation

1. Both parties can cancel the agreement in writing at any time.

2. If the agreement is terminated prematurely by the client, the client is then obliged to pay the invoices for work performed up to then. The provisional results of the work carried out until then will therefore be made available to the client subject to change.

3. If the agreement is prematurely terminated by the user, the user will arrange for the transfer of work still to be performed to third parties in consultation with the client, unless the cancellation is based on facts and circumstances that can be attributed to the client.

4. If the transfer of the activities entails additional costs for the user, these will be charged to the client.

Article 13 – Suspension and termination

1. The user is entitled to suspend compliance with the obligations or to terminate the agreement if:
– client does not or not fully comply with the obligations under the agreement.
– after the agreement has been concluded, the user learns of circumstances that give good reason to fear that the client will not fulfill the obligations. If there is good reason to fear that the client will only partially or not properly comply, the suspension is only permitted to the extent that the shortcoming justifies it.
– at the conclusion of the agreement the client has been requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient.

2. Furthermore, the user is entitled to dissolve the agreement (or cause it to be dissolved) if circumstances arise that are of such a nature that fulfillment of the agreement can no longer be demanded or if standards of reasonableness and fairness are no longer required, or if circumstances otherwise arise of such nature that unaltered maintenance of the agreement cannot reasonably be expected.

3. If the agreement is dissolved, the user’s claims against the client are immediately claimable. If the user suspends compliance with the obligations, he will retain his rights under the law and the agreement.

4. User always retains the right to claim compensation.

Article 14 – Liability

1. If the user should be liable, then this liability is limited to what is regulated in this provision.

2. If the user is liable for direct damage, then that liability is limited to a maximum of once the fee, at least for that part of the assignment to which the liability relates. The liability is at all times limited to a maximum of the amount to be provided by the user’s insurer in the appropriate case.

3. Contrary to what is stipulated under 2. of this article, in the case of an assignment with a duration of more than six months, liability is further limited to the fee part owed for the last six months.

4. Direct damage is exclusively understood to mean:
– the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
– any reasonable costs incurred to ensure that the user’s defective performance meets the agreement, unless these cannot be attributed to the user;
– reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.

5. The user is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.

Article 15 – Safeguards

1. The client indemnifies the user against claims from third parties with regard to intellectual property rights on materials or data provided by the client, which are used in the execution of the agreement.

2. If the client provides the user with information carriers, electronic files or software etc., he guarantees that the information carriers, electronic files or software are free of viruses and defects.

Article 16 – Force majeure

1.The parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and is not for the account of the law, legal act or generally accepted beliefs.

2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and case law, all external causes, foreseen or unforeseen, over which the user cannot exercise any influence, but as a result of which the user is unable to meet his obligations.

3. The user also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after the user should have fulfilled his obligations.

4. Parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement, without obligation to compensate damage to the other party.

5. Insofar as the user at the time of the force majeure has partly fulfilled his obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled will have independent value, the user is entitled to separate part of the part already fulfilled or to be fulfilled declare. Client is obliged to pay this invoice as if it were a separate agreement.

Article 17 – Confidentiality

1. Both parties are obliged to maintain the confidentiality of all confidential information that they have received from each other or from another source in the context of their agreement. Information is considered confidential if this is communicated by the other party or if this results from the nature of the information.

2. If, on the basis of a legal provision or a court decision, the user is required to provide confidential information to third parties designated by law or the competent court, and the user cannot rely on a legal or recognized by the competent court in this regard or permitted right of change, then the user is not obliged to pay compensation or compensation and the other party is not entitled to dissolve the agreement on the basis of any damage caused as a result.

Article 18 – Intellectual property and copyrights

1. Without prejudice to the other provisions of these general terms and conditions, the user reserves the rights and powers that the user is entitled to under the Copyright Act.

2. All documents provided by user, such as reports, advice, agreements, designs, concepts, copy, sketches, drawings, software, etc., are exclusively intended for use by the client and may not be reproduced by him without the user’s prior consent, made public, or brought to the knowledge of third parties, unless the nature of the documents provided indicates otherwise.

3. The user reserves the right to use the knowledge gained through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties.

Article 19 – Disputes

1.The court in the user’s place of business is exclusively competent to hear disputes, unless the sub-district court has jurisdiction. Nevertheless, the user has the right to submit the dispute to the competent court according to the law.

2. Parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.

Article 20 – Applicable law
1. Dutch law applies to every agreement between user and client.

Article 21 – Change, explanation and location of the conditions
1.In the event of an explanation of the content and scope of these general terms and conditions, the Dutch text thereof shall always prevail.

2. The most recently filed version or the version that applied at the time of the conclusion of the agreement always applies.