These General Terms and Conditions apply to Solarif Insurance B.V. as well as its current or future subsidiaries, both directly and indirectly, if declared applicable by the relevant company.

 Article 1        Definitions

1. Solarif Insurance B.V.: the private limited liability company registered with the Chamber of Commerce under number 09193611, hereinafter referred to as Solarif Insurance.
2. Contracting Party (Contractor): the counterparty of Solarif Insurance, being the party to whom Solarif Insurance has provided a quotation and/or offer, the party from whom Solarif Insurance has received instructions and/or orders, the party for whom Solarif Insurance has performed work, or the party with whom Solarif Insurance has concluded an agreement.
3. General Terms and Conditions: these general terms and conditions of Solarif Insurance.
4. Agreement: the agreement between a Contracting Party and Solarif Insurance.
5. Assignment: the assignment given by the Contracting Party to Solarif Insurance and from which an Agreement has arisen in accordance with what is described in Article 4 of these General Terms and Conditions.
6. Services: the services to be provided by Solarif Insurance to the Contracting Party under the Agreement.
7. Written: by letter, by email, via the website, or any other form of communication that, given the state of technology and generally accepted standards in business transactions, can be equated with these, based on the receipt theory of Article 3:37 paragraph 3 of the Dutch Civil Code.

Article 2        Applicability and General Provisions 

1. These General Terms and Conditions apply to all quotations and offers from, all instructions and assignments to, and all agreements concluded by Solarif Insurance, as well as all work performed by Solarif Insurance.
2. Affiliated companies engaged in executing an Agreement are also entitled to invoke these General Terms and Conditions.
3. Deviations from these Terms and Conditions are only valid if confirmed in writing by the management of Solarif Insurance to the Contracting Party or interested party.
4. Solarif Insurance expressly rejects the applicability of any General Terms and Conditions used by the Contracting Party unless these have been expressly accepted in writing and unconditionally by Solarif Insurance through active approval.
5. If and to the extent that any provision of these General Terms and Conditions is deemed invalid, void, or unenforceable by a competent court or arbitrator, the remaining provisions of these General Terms and Conditions shall remain in full force and effect.
6. If a translation of these General Terms and Conditions deviates from the Dutch text, the Dutch text shall prevail.

Article 3        Offers and Quotations 

1. All offers and quotations made by Solarif Insurance on behalf of insurers are, unless expressly stated otherwise, without obligation and subject to the outcome of a client investigation to be conducted by Solarif Insurance in accordance with the Wwft, Wft, and/or (international) sanctions regulations.
2. All offers and quotations made by Solarif Insurance on behalf of insurers, underwriting agencies, or other third parties are, unless expressly stated otherwise, without obligation and subject to acceptance by the respective insurers, underwriting agencies, or other third parties, as well as the outcome of a client investigation to be conducted by these respective insurers, underwriting agencies, or other third parties in accordance with the Wwft, Wft, and/or (international) sanctions regulations.
3. All rates and prices stated in the offers and quotations of Solarif Insurance are exclusive of VAT and other levies and taxes and/or other costs incurred by Solarif Insurance in the performance of its activities, as well as administrative costs, unless expressly agreed otherwise in writing.
4. As long as the quotation has not resulted in an Agreement, Solarif Insurance reserves the right to allocate its capacity elsewhere.
5. When issuing an assignment for the provision of services or work from which an Agreement results, the Contracting Party explicitly does not intend to enter into an employment agreement with Solarif Insurance or its personnel within the meaning of Article 7:610 of the Dutch Civil Code.
6. If the Contracting Party is represented when concluding the agreement, the representative must, upon request of Solarif Insurance, provide a signed power of attorney from the Contracting Party.
7. If the Contracting Party has sent any digital message to Solarif Insurance, either by email or by filling out a designated form on the website of Solarif Insurance, and the Contracting Party has not received an acknowledgment of receipt from a Solarif Insurance employee within 48 hours of sending that message, the message shall be deemed not received. An automatically generated digital confirmation of receipt from Solarif Insurance cannot be considered an acknowledgment of receipt. If the Contracting Party wishes to receive a response or confirmation from a Solarif Insurance employee within 48 hours of sending a digital message, the Contracting Party must ensure that the message has reached (the employee of) Solarif Insurance. Saturdays, Sundays and public holidays are not counted in these 48 hours.
8. Digital information provided by Solarif Insurance, whether on the internet or at the request of the Contracting Party, is without obligation and shall never be considered as advice given by Solarif Insurance within the scope of an assignment granted to it, unless expressly stated otherwise by Solarif Insurance.

Article 4        Formation of an agreement 

1. An agreement between Solarif Insurance and the Contracting Party is deemed to be concluded at the moment Solarif Insurance has accepted an assignment or offer in writing, or has commenced its execution. Solarif Insurance is entitled to refuse assignments given to it without stating reasons, even after having sent a quotation for the performance of the work.
2. All assignments are accepted and carried out exclusively by Solarif Insurance, with the exclusion of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code, even if it is the explicit or implicit intention that an assignment is carried out by a specific person.

 Article 5        Duration and termination of the agreement

1. Unless otherwise agreed upon in writing between the parties, an agreement is deemed to be entered into for the duration reasonably required to perform the agreed-upon services.
2. In the event that the Contractor fails to fulfil its obligations under the agreement, Solarif Insurance shall be entitled, after granting the Contractor a written notice specifying the nature of the breach and providing a period of at least fourteen (14) days to remedy the failure, and the Contractor has failed to properly comply within this period, to terminate the agreement with immediate effect. Solarif Insurance is also entitled to terminate the agreement at any time (even if it was entered into for a fixed term) by observing a notice period of sixty (60) days.
3. Solarif Insurance shall, in any case, be entitled to terminate the agreement in writing and with immediate effect in the event that:
   • The Contractor fails to comply with applicable laws and regulations;
   • The Contractor ceases its activities entirely or to a significant extent;
   • The Contractor is dissolved or liquidated;
   • The Contractor loses control over its assets or a portion thereof;
   • The Contractor has applied for a moratorium on payments and/or such a moratorium has been granted;
   • The Contractor passes away or is placed under guardianship;
   • Any form of seizure is imposed on the Contractor’s property;
   • The Contractor has filed for bankruptcy or is declared bankrupt.
     If any of the circumstances mentioned in this article occur or are likely to occur, the Contractor is obligated to notify Solarif Insurance      immediately in writing.
4. Any right of the Contractor to dissolve the agreement prematurely is excluded.
5. If the Agreement has been entered into for a fixed term, no obligations shall exist between the parties after this period, and the Contractor is free to engage with third parties.

Article 6        Cooperation by the contractor

1. The Contractor is required to provide Solarif Insurance with all information and documentation in a timely manner and in the manner requested by Solarif Insurance, which, in the opinion of Solarif Insurance or by law, is necessary for the proper execution of the services. This includes, but is not limited to, changes in contact details, business activities, business purpose, business size, company management, location(s), activities at location(s), the insured object, and the insured values. If the Contractor fails to provide the required information and documentation (in a timely manner), Solarif Insurance is entitled to suspend the (further) execution of the services until all necessary information and documentation have been provided to Solarif Insurance.
2. The Contractor is also required to provide Solarif Insurance with all information and documentation that the Contractor knows or should reasonably know to be necessary or useful for the correct execution of the services.
3. The Contractor guarantees that the information and documentation provided to Solarif Insurance is accurate, complete, and reliable, even if this information and documentation originates from third parties. The Contractor is liable for any damage resulting from inaccuracies and/or incompleteness of the provided information and documentation.
4. The Contractor must verify the accuracy of the data stated in the policy. This includes, among other things, the amount of the payable premium, the selected coverages, deductibles, security requirements and their implementation, accuracy of names and addresses, accuracy of insured amounts, and other unspecified information that has been provided. This list is not exhaustive. If the Contractor has any questions about this or that there are ambiguities, the Contractor must notify Solarif Insurance immediately, but no later than four weeks, in writing.
5. Until the Contractor has formally notified Solarif Insurance in writing of a change of address, Solarif Insurance may assume that the Contractor is reachable at the address initially provided at the start of the Agreement, including their email address. If the Contractor’s contact person or their contact details change, it is the Contractor’s responsibility to communicate this information.
6. If delays, deficiencies, omissions, or other errors occur in the (execution of the) services due to the Contractor’s failure to comply with Articles 6.1 to 6.5, Solarif Insurance shall not be liable to the Contractor. All resulting (additional) costs shall be borne by the Contractor, and the Contractor shall be required to reimburse Solarif Insurance for all (additional) costs incurred for (additional) services necessitated as a result. Solarif Insurance is also entitled to suspend the execution of the agreement with the Contractor.

Article 7        Execution of services 

1. Unless otherwise agreed in writing between the parties, Solarif Insurance shall determine the manner in which the services will be performed.
2. Assignments provided to Solarif Insurance shall only result in obligations of effort on the part of Solarif Insurance, not in obligations of result.
3. Solarif Insurance is permitted, without prior consultation with the Contracting Party, to engage third parties if necessary for the execution of the assignment given to it. The costs associated with engaging these third parties will be charged to the Contracting Party.
4. To the extent that Solarif Insurance makes use of advice from third parties in the execution of the assignment provided to it, including but not limited to advice from accountants, lawyers, and tax advisors, it will, where possible, consult with the Contracting Party in advance and exercise due care in selecting third parties. Solarif Insurance is not liable for (attributable) shortcomings of these third parties.
5. Solarif Insurance is free to determine which individuals will perform the services, unless the agreement explicitly states that a specific person must carry out the work.
6. Unless otherwise agreed in writing, any timeframes provided by Solarif Insurance for the completion of services shall never be considered strict deadlines but rather indicative timeframes.
7. The Contracting Party cannot derive any rights from calculations and quotations made and provided by Solarif Insurance, nor from any implications thereof. These calculations should be considered preliminary and indicative and may be subject to interim changes, including but not limited to interest rate and premium adjustments.
8. General information provided by Solarif Insurance on the internet, in writing, upon request, or in any other manner, is non-binding and shall never be considered as advice provided by Solarif Insurance.

Article 8        Confidentiality

1. Solarif Insurance and the Contractor, as well as their employees and any third parties engaged by them, are obligated to maintain confidentiality regarding all information that has become known to them by virtue of the agreement and which can reasonably be understood to be confidential or secret. This obligation does not apply if certain information must be disclosed to third parties due to a legal obligation, a court ruling, or in the context of fulfilling the agreement, provided that Solarif Insurance informs the Contracting Party prior to such provision, unless prohibited by law.
2. This Article does not apply to information that was already known to Solarif Insurance or the Contractor as the receiving party prior to the assignment, that was lawfully obtained from a third party, or that is publicly known.

Article 9        Intellectual property

1. Solarif Insurance is the sole rights holder of all intellectual property rights related to the information, software, and other systems that Solarif Insurance uses, develops, or has used or developed in connection with the performance of its activities and/or the agreement.
2. The Contracting Party shall refrain from distributing, copying, publishing, or using the information, software, or other systems, including but not limited to computer programs, work methods, advice, (model) contracts, and other intellectual products that Solarif Insurance uses, develops, or has used or developed in connection with the performance of its activities and/or the agreement.

Article 10      Force majeure 

In the event that Solarif Insurance is unable to fulfil its obligations under the agreement, in whole or in part, due to a reason that cannot be attributed to Solarif Insurance, was unforeseen, or could not reasonably have been avoided—including but not limited to illness of Solarif Insurance employees, failures of third parties, IT malfunctions, or other disruptions in Solarif Insurance’s operations—Solarif Insurance’s obligations shall be suspended until Solarif Insurance is able to fulfil its obligations as agreed. In such cases, Solarif Insurance shall not be deemed in default in any way and shall not be liable for any damages to the Contracting Party.

Article 11      Compensation 

1. The compensation for Solarif Insurance for the work to be performed may take various forms, such as commission, a fee, an hourly rate, etc. This compensation will be agreed upon on a case-by-case basis. If no compensation has been agreed upon, it shall be assumed that compensation will be based on commission.
2. Costs incurred in the execution of the work – including but not limited to travel expenses and costs of third parties engaged by Solarif Insurance in carrying out the work – are not included in the aforementioned compensation, and Solarif Insurance is entitled to charge these costs separately to the Contracting Party. The obligation to pay compensation is not dependent on the outcome of the work performed by Solarif Insurance.
3. Solarif Insurance is entitled to pass on any increase in taxes (such as VAT) or other costs (whether imposed by the government or not) to the Contracting Party with immediate effect. Solarif Insurance is also entitled to increase its compensation annually as of January 1 in accordance with the consumer price index (CPI) for all households, as published by Statistics Netherlands (CBS), based on the base year 2022.
4. Any estimate made by Solarif Insurance or one of its employees regarding the time required for the work is purely indicative and can never be construed as a lump sum or fixed price agreement unless the parties have expressly agreed otherwise in writing.
5. Solarif Insurance will invoice annually unless agreed otherwise.

Article 12      Payment and certainty 

1. The Contractor shall pay the amounts invoiced in the currency specified on the invoice to the bank account designated by Solarif Insurance within 30 days of the invoice date. Failure to do so shall result in the Contractor being in default and liable for the statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code from the day the payment term expires until the full invoice amount is paid, notwithstanding any other rights of Solarif Insurance.
2. If Solarif Insurance charges the Contractor for premiums and/or interest on behalf of a third party, the Contractor should be aware that failure to pay, or failure to pay on time, the invoiced premiums and/or interest may result in agreements entered into by the Contractor with the third party (e.g., an insurer) being unenforceable (for example, an insurance policy may not provide coverage for the insured risk). Nothing in this clause shall be understood as Solarif Insurance assuming any liability towards or on behalf of the Contractor for any debt (such as premiums and costs) owed to or by a third party (such as an insurer or insured party). If a third party directly invoices the Contractor for premiums and/or interest, the provisions of this article shall also apply.
3. Solarif Insurance is entitled to offset debts owed to the Contractor against any claims that the Contractor has against Solarif Insurance.
4. The Contractor is not entitled to suspend or offset the payment of any invoice.
5. Solarif Insurance is entitled at any time to require advance payment, cash payment, or security for payment.
6. In the event that any of the circumstances mentioned in Article 5.3 of these terms and conditions occur, all amounts invoiced by Solarif Insurance to the Contractor shall become immediately due and payable.
7. Solarif Insurance is entitled to exercise a right of retention over all documents and/or information and/or any other goods in its possession until the Contractor has paid all amounts due to Solarif Insurance (including amounts related to earlier or later agreements).
8. If, in the opinion of Solarif Insurance, the creditworthiness of the Contractor gives reason to do so and this has financial consequences for Solarif Insurance, Solarif Insurance is entitled to suspend the execution of the work or any other obligation in connection with the agreement until the Contractor has fulfilled all its payment and other obligations.
9. The Contractor is not permitted to offset any invoiced premiums and amounts from Solarif Insurance against a counterclaim asserted by the Contractor, nor is the Contractor permitted to suspend payment in connection with a counterclaim.
10. If the Contractor fails to fulfil its payment obligation or any other obligation under the agreement, the Contractor shall reimburse Solarif Insurance for all judicial and extrajudicial costs incurred in recovering the claim. The extrajudicial costs shall be set at 15% of the amount owed by the Contractor, with a minimum of €150.00, plus interest of 2% per month, calculated from the moment these costs are incurred by Solarif Insurance until they are fully paid by the Contractor.
11. If the Contractor initiates legal proceedings against Solarif Insurance, including arbitration or binding advice procedures, the Contractor is obliged to reimburse Solarif Insurance for the costs incurred in this regard. This includes but is not limited to legal assistance and/or attorney fees, municipal costs related to the proceedings, arbitration fees or costs associated with binding advice, and court registry fees, including costs exceeding those stipulated in Article 237 of the Dutch Code of Civil Procedure.

Article 13      Complaints

1. The Contractor is required to notify Solarif Insurance in writing of any complaints regarding any shortcoming of Solarif Insurance in the execution of the work and/or any invoice within fourteen (14) days after the Contractor has become aware of the shortcoming or within fourteen (14) days from the invoice date. The complaint must include a detailed description of the shortcoming or the objection to the invoice to enable Solarif Insurance to respond adequately.
2. If a valid complaint is submitted, Solarif Insurance shall rectify the shortcoming in accordance with the agreement. If the Contractor fails to provide Solarif Insurance the opportunity to take mitigating measures as soon as the Contractor becomes aware of the complaint, all rights to compensation and/or performance lapse.
3. Any liability of Solarif Insurance in connection with a shortcoming in the execution of the work is limited in accordance with Article 15 of these General Terms and Conditions.

Article 14      Liability 

1. Solarif Insurance shall never be liable for any damage unless the Contracting Party proves that Solarif Insurance has failed to exercise the care of a good contractor in the performance of its work and has not acted as a reasonably competent and reasonably acting professional would.
2. Furthermore, Solarif Insurance shall in no event be liable for:
   • damage caused by a force majeure situation as described in Article 10 of these General Terms and Conditions;
   • damage suffered by the Contracting Party or third parties that results from or is related to the provision of incorrect or incomplete documentation or information by the Contracting Party to Solarif Insurance, even if such information and documentation originate from third parties, or damage otherwise resulting from or related to the instructions, actions, or omissions of the Contracting Party;
   • damage suffered by the Contracting Party or third parties resulting from or related to actions or omissions of auxiliary persons engaged by Solarif Insurance (excluding employees of Solarif Insurance), including employees of an entity affiliated with Solarif Insurance;
   • damage suffered by the Contracting Party or third parties as a result of or in connection with the expiration of limitation and/or expiration periods and/or any other restriction on recourse options unless the Contracting Party has explicitly instructed Solarif Insurance in writing to monitor such periods or recourse options;
   • business, indirect, or consequential damages suffered by the Contracting Party or third parties, including but not limited to damages due to business interruption, loss of revenue, or loss of profit.
3. The liability of Solarif Insurance for damage arising from (a breach of) the agreement and/or the performance of the work (regardless of whether the claim is based on contract or tort) shall be limited per damage-causing event to three times the fee paid and/or still owed by the Contracting Party for the work and/or the agreement to which the damage-causing event relates or with which it is connected, up to a maximum of the amount paid out in the relevant case by the professional liability insurer of Solarif Insurance. If no fee has been agreed upon in advance, the commission from the policy year in which the liability arose shall be considered as the fee.
4. If, for any reason, no payment is made under the aforementioned insurance, the maximum liability of Solarif Insurance for damage arising from (a breach of) the agreement and/or the performance of the work (regardless of whether the claim is based on contract or tort) shall be limited per damage-causing event to €50,000.00.
5. The Contracting Party is obliged to indemnify and hold Solarif Insurance harmless from all claims by third parties (including but not limited to auxiliary persons and employees of Solarif Insurance and the Contracting Party) that arise from or are related to the performance of the work, as well as from all legal and/or extrajudicial costs that Solarif Insurance must incur to defend itself against such claims by third parties, except insofar as these claims result from intent or deliberate recklessness on the part of Solarif Insurance or its executive officers who can be identified with Solarif Insurance.
6. Any claim against Solarif Insurance must be brought before the competent court no later than twelve months after the injured party has become aware of both the damage and the responsible party, failing which any right to compensation and/or performance shall lapse.

Article 15      Legislation and sanctions

Parties shall refrain from any actions that violate applicable international and national laws, including sanction regulations. Parties are explicitly prohibited from conducting business with or facilitating business for persons, organizations, and countries subject to sanctions and/or listed on sanction lists. Parties shall take the necessary measures to prevent any violation of laws and regulations.

Article 16       Protection of personal information 

Solarif Insurance processes the personal data provided by the Contractor in the context of the execution of the agreement in accordance with its obligations under applicable laws and regulations, including but not limited to the Algemene Verordening Gegevensbescherming (“AVG”) (General Data Protection Regulation) (“GDPR”).

Article 17      Applicable law and jurisdiction 

1. All offers, quotations, instructions, assignments, and all legal relationships arising from or related to these General Terms and Conditions, the agreement, and/or the performance of the work shall be governed exclusively by Dutch law.
2. Disputes arising from or related to the agreement and/or the performance of the work shall be settled exclusively by the competent court in Arnhem.
3. Solarif Insurance is affiliated with the Financial Services Complaints Institute (KIFID) under number 300.013546. A dispute arising from offers, quotations, and agreements to which these terms and conditions apply may, at the choice of the Contractor, be submitted for binding advice either to the Financial Services Disputes Committee or to the civil court. Solarif Insurance hereby commits in advance to abide by a binding decision issued by the Financial Services Disputes Committee, provided that the financial interest of the dispute does not exceed €25,000. If the financial interest of the dispute exceeds this amount, Solarif Insurance reserves the right not to participate in binding advice.

Article 18      Changes in these General Terms and Conditions

1. Solarif Insurance has the right to unilaterally amend the content of these general terms and conditions. If Solarif Insurance decides to make changes, they will inform the Contracting Party in writing and provide the Contracting Party with the revised general terms and conditions.
2. The Contracting Party may object to the applicability of the revised terms and conditions within 30 days of being notified of the changes. In such a case, Solarif Insurance will consult with the Contracting Party regarding the applicable terms and conditions.
3. If the Contracting Party does not object to the amended general terms and conditions, they will take effect from the date specified by Solarif Insurance.

Article 19      Translations 

In the event of discrepancies between these General Terms and Conditions and their translations, the Dutch text shall prevail.

Article 20      Effective date 

These General Terms and Conditions shall enter into force on April 1, 2025.