Article 1        Definitions

1. Solarif Matchmaker B.V.: the private limited liability company registered with the Chamber of Commerce under number 67425607, hereinafter referred to as Solarif Matchmaker.
2. Contracting Party: the counterparty of Solarif Matchmaker, being the party to whom Solarif Matchmaker has provided a quotation and/or offer, the party from whom Solarif Matchmaker has received instructions and/or orders, the party for whom Solarif Matchmaker has performed work, or the party with whom Solarif Matchmaker has concluded an agreement.
3. General Terms and Conditions: these general terms and conditions of Solarif Matchmaker.
4. Agreement: the agreement between a Contracting Party and Solarif Matchmaker.
5. Services: the services to be provided by Solarif Matchmaker to the Contracting Party under the Agreement.
6. 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        General

1. Solarif Matchmaker provides its financial services exclusively to legal entities or to natural persons who engage Solarif Matchmaker in the course of their business or profession. All services provided by Solarif Matchmaker shall therefore explicitly be deemed to be rendered to the Contracting Party operating either as a legal entity or in the course of their business or profession. By granting the Assignment, the Contracting Party confirms that they are not acting in the capacity of a consumer.
2. These General Terms and Conditions apply to all legal relationships between the Contracting Party and Solarif Matchmaker, as well as their legal successors. Solarif Matchmaker explicitly rejects the applicability of any general terms and conditions used by the Contracting Party unless these have been explicitly accepted in writing and unconditionally by Solarif Matchmaker through an active approval.
3. These General Terms and Conditions also apply to all assignments with Solarif Matchmaker that require the involvement of third parties for their execution.
4. If one or more provisions of these General Terms and Conditions are declared null and void or annulled, the remaining provisions shall remain fully applicable. Solarif Matchmaker and the Contracting Party shall then consult to agree on new provisions to replace the null and void or annulled provisions, while maintaining, as much as possible, the intent and purpose of the original provisions.
5. Deviations from these General Terms and Conditions are only valid if and insofar as they have been explicitly agreed upon in writing between the parties. If no such deviations have been agreed upon, the provisions of these General Terms and Conditions shall remain fully applicable.
6. The execution of the assignment is solely for the benefit of the Contracting Party. Third parties cannot derive any rights from the work performed for the Contracting Party.
7. All offers and quotations issued by Solarif Matchmaker, as well as the assignments accepted by them, are governed by Dutch law, even if the Contracting Party is domiciled or established abroad.
8. In the event of disputes arising from this agreement or from agreements based on it, such disputes shall be settled by the competent court in the district where Solarif Matchmaker has its registered office, unless mandatory legal provisions dictate otherwise.
9. Solarif Matchmaker is entitled to unilaterally amend the contents of these General Terms and Conditions at any time. In the event of an interim amendment, Solarif Matchmaker shall notify the Contracting Party and simultaneously provide the revised General Terms and Conditions. The Contracting Party has the right to object to the applicability of the revised terms within 30 days of being notified. In such a case, the parties shall consult regarding the applicable General Terms and Conditions. If the Contracting Party does not object to the revised General Terms and Conditions, these shall govern the agreements between the parties from the date specified by Solarif Matchmaker.

 Article 3        Assignment

1. An agreement between the Contracting Party and Solarif Matchmaker is considered concluded at the moment Solarif Matchmaker has accepted an assignment in writing or has begun its execution. Solarif Matchmaker is entitled to refuse assignments given to it without providing any reason, even after sending the Contracting Party a quotation for the work to be performed.
2. All assignments given to Solarif Matchmaker are exclusively established with Solarif Matchmaker and are carried out by it, even if the Contracting Party intends for the assignment to be executed by a specific individual working for Solarif Matchmaker.
3. Assignments given to Solarif Matchmaker only result in an obligation of effort on the part of Solarif Matchmaker, not an obligation to achieve a specific result, unless otherwise indicated by the nature of the assignment or as explicitly agreed upon by the parties.
4. Unless otherwise agreed in writing, any timeframes specified by Solarif Matchmaker for completing the assignment shall never be considered strict deadlines.
5. These General Terms and Conditions have also been stipulated for the benefit of the directors and/or partners of Solarif Matchmaker and all persons working for it. Their applicability remains in effect even if the aforementioned directors/partners and/or other persons working for Solarif Matchmaker are no longer employed by the company.

 Article 4        Offers and quotations from providers and advice from Solarif Matchmaker

1. Offers or quotations presented to the Contracting Party by Solarif Matchmaker on behalf of a provider are, unless explicitly stated otherwise, non-binding and subject to acceptance by the respective provider.
2. The Contracting Party cannot derive any rights from calculations made by Solarif Matchmaker regarding the costs of a financial product or financing and their potential impact on the Contracting Party’s monthly expenses. These calculations should be considered indicative and may be subject to interim changes in interest rates, costs, and premiums.
3. Advice provided by Solarif Matchmaker to the Contracting Party is a snapshot in time and is based on simplified assumptions regarding the applicable laws and regulations at that moment. Only when a provider has issued a quotation that has been accepted by the Contracting Party can Solarif Matchmaker provide a definitive calculation of the expenses and/or costs.

Article 5        Communication

1. If the Contracting Party has sent any digital message to Solarif Matchmaker, they may only assume that the message has been received by Solarif Matchmaker if they have received a confirmation of receipt, which is not an automated response. See also Article 1.6.
2. General information provided by Solarif Matchmaker, whether on the internet or upon request by the Contracting Party, is non-binding and shall never be considered advice given by Solarif Matchmaker within the scope of an assignment unless explicitly stated otherwise by Solarif Matchmaker or if the advice is specifically tailored to the personal situation of the Contracting Party.
3. Until the Contracting Party has communicated a change of address to Solarif Matchmaker, Solarif Matchmaker may assume that the Contracting Party can be reached at the address initially provided at the start of the assignment, including their email address.

 Article 6        Engagement of third parties

1. Solarif Matchmaker is permitted 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.
2. If Solarif Matchmaker must rely on advice from external advisors—such as accountants, lawyers, tax specialists, etc.—for the execution of the assignment, it will, as much as possible, consult with the Contracting Party in advance and exercise due diligence in selecting the relevant third party(ies). However, Solarif Matchmaker is not liable for any (attributable) shortcomings of these external advisors.
3. Solarif Matchmaker is responsible, in the same way as for its own employees, for third parties engaged in the execution of the assignment that are not considered external advisors as defined in Article 6.2, such as temporary staff, external administration firms, etc.

 Article 7        Fees and payment

1. The fee due to Solarif Matchmaker for its services may be included in the amounts charged to the Contracting Party by the provider, or a separate hourly rate, fixed fee, a success fee, or subscription may be agreed between Solarif Matchmaker and the Contracting Party, or a combination thereof.
2. The Contracting Party acknowledges that the project timeline may be affected if the parties decide to modify the approach, methodology, or scope of the assignment during its execution. If changes to the assignment arise due to actions by the Contracting Party, Solarif Matchmaker will make the necessary adjustments in consultation with the Contracting Party. If this results in additional work, it will be charged as a supplementary assignment to the Contracting Party.
3. Notwithstanding Article 7.2, Solarif Matchmaker shall not charge additional costs if the modification or supplementation of the assignment results from circumstances attributable to Solarif Matchmaker.
4. The fee due from the Contracting Party for the assignment will be invoiced by Solarif Matchmaker via email only. Invoices will not be sent by regular mail.
5. Unless otherwise agreed, payment shall only be made via bank transfer from the Contracting Party’s bank or giro account to Solarif Matchmaker’s bank account. Payment must be made without deduction, discount, or setoff. If the amount due to Solarif Matchmaker is not (fully) paid via bank transfer, the Contracting Party must immediately arrange payment by other means. Failure to do so will result in the Contracting Party being in default by operation of law and, without further notice of default, being liable for statutory interest on the invoice amount. Additionally, Solarif Matchmaker is entitled to charge an administration fee of €50.00 for each reminder invoice that does not result in payment as agreed.
6. Invoices from Solarif Matchmaker must be paid by the Contracting Party within 15 days of the invoice date using the payment method prescribed by Solarif Matchmaker unless otherwise agreed in writing or stated on the invoice.
7. The Contracting Party is only permitted to offset amounts charged by Solarif Matchmaker against a counterclaim or suspend payment due to a counterclaim if the counterclaim has been explicitly and unconditionally acknowledged by Solarif Matchmaker or has been irrevocably established by law.
8. If the Contracting Party fails to pay the amounts invoiced by Solarif Matchmaker within the agreed period, the Contracting Party shall, without requiring prior notice of default, owe statutory interest on the outstanding amount. If the Contracting Party remains in default after a formal notice of default, Solarif Matchmaker may assign the collection of its claim to a third party, in which case the Contracting Party shall also be liable for extrajudicial collection costs. These costs shall be calculated as follows:
   • Over the first €5,000.00: 10%, with a minimum of €100.00;
   • Over the next €10,000.00: 5%;
   • Over the next €185,000.00: 1%;
   • Over any amount exceeding the above: 0.5%.
9. Payments made by the Contracting Party shall always be applied first to any outstanding interest and costs and then to the longest outstanding invoices, even if the Contracting Party states that the payment relates to a later invoice.
10. If Solarif Matchmaker deems the creditworthiness of the Contracting Party insufficient, it is entitled to suspend the provision of its services until the Contracting Party provides adequate security for its payment obligations.
11. If the assignment has been entered into for a fixed term, there are no further obligations between the parties after this period, and the Contracting Party is free to engage with third parties. However, this does not apply to third parties that were already known to both the Contracting Party and Solarif Matchmaker during the assignment period. If the Contracting Party successfully completes a transaction with customers (either directly or through intermediaries) of Solarif Matchmaker after the sales period has ended, Solarif Matchmaker is entitled to the full commission.

Article 8        Information from the Contracting Party

1. The Contracting Party shall always provide, both upon request and voluntarily, all relevant information to Solarif Matchmaker that is necessary for the proper execution of the assignment. This includes, but is not limited to, situations where significant changes occur in the Contracting Party’s business activities or financial situation, requiring Solarif Matchmaker to adjust its advice accordingly, or where previously concluded financial products or financing arrangements may no longer be sufficient.
2. Solarif Matchmaker can only fulfil its duty of care toward the Contracting Party if the Contracting Party strictly complies with the provisions of Article 8.1.
3. If the necessary data required for the execution of the agreed-upon assignment is not provided, not provided on time, or not provided in accordance with the agreed terms, or if the Contracting Party otherwise fails to fulfil its (information) obligations, Solarif Matchmaker is entitled to suspend the execution of the assignment.
4. The Contracting Party is fully responsible for the accuracy and completeness of all information provided to Solarif Matchmaker. If the failure to provide information in a timely, accurate, or complete manner results in Solarif Matchmaker needing additional time or incurring extra costs for the execution of the assignment, Solarif Matchmaker is entitled to charge the Contracting Party for the additional time spent and/or extra costs incurred.
5. The Contracting Party indemnifies Solarif Matchmaker against all possible claims in cases where a provider holds Solarif Matchmaker liable for damages resulting from incorrect or incomplete information supplied to the provider by Solarif Matchmaker, which Solarif Matchmaker had received from the Contracting Party.

 Article 9        Liability of Solarif Matchmaker

1. For every assignment accepted by Solarif Matchmaker, there is an obligation of effort, not an obligation to achieve a specific result. Solarif Matchmaker can never be held liable for unachieved results. Solarif Matchmaker is only liable for shortcomings in the execution of the assignment that are the result of intent, deliberate recklessness, or gross negligence in providing advice and executing assignments.
2. Any liability of Solarif Matchmaker, as well as that of its directors, employees, and third parties engaged by Solarif Matchmaker in the execution of the assignment, is limited to the amount paid out in the respective case under Solarif Matchmaker’s professional liability insurance, including the deductible to be borne by Solarif Matchmaker. Upon request, additional information regarding the professional liability insurance will be provided to interested parties.
3. In the event that Solarif Matchmaker’s professional liability insurance, as referred to in Article 9.2, does not provide coverage in a specific case, the liability of Solarif Matchmaker, as well as that of its directors, employees, and third parties engaged in the execution of the assignment, is limited to a maximum of the total fee charged to the Contracting Party for the assignment that led to the damage incurred.
4. Solarif Matchmaker shall never be liable for damages suffered by the Contracting Party or third parties resulting from incorrect, incomplete, or untimely information provided by the Contracting Party.
5. Solarif Matchmaker shall never be liable for any damages resulting from errors in the software or other computer programs used by Solarif Matchmaker.
6. Solarif Matchmaker shall never be liable for any damages arising from the failure of (email) messages sent by the Contracting Party to reach Solarif Matchmaker.
7. Solarif Matchmaker shall never be liable for any damages resulting from the expiration of a financing contingency agreed upon between the Contracting Party and their counterparty.
8. The Contracting Party indemnifies Solarif Matchmaker against claims from third parties related to or arising from the assignment carried out by Solarif Matchmaker, insofar as Solarif Matchmaker is not liable to the Contracting Party under the provisions of this article.
9. The provisions of this article do not affect Solarif Matchmaker’s liability for damages caused by intent, deliberate recklessness, or gross negligence in providing advice and executing assignments by its employees.
10. The Contracting Party is only entitled to terminate any agreement with Solarif Matchmaker if Solarif Matchmaker remains in default, even after proper notice of default, in fulfilling its obligations toward the Contracting Party. Payment obligations that arose before the time of termination and/or relate to services already provided must still be fulfilled by the Contracting Party.

Article 10      Force majeure

1. Solarif Matchmaker is not obligated to fulfil any obligation if this is reasonably impossible due to changes in circumstances that existed at the time the obligations were entered into, which occurred beyond Solarif Matchmaker’s control.
2. A failure to meet an obligation by Solarif Matchmaker shall, in any case, not be considered attributable or at its risk in the event of default and/or failure by its financiers, suppliers, subcontractors, carriers, and/or other engaged third parties, as well as in cases of fire, strikes or lockouts, riots or uprisings, war, government measures – including export, import, or transit bans – frost, and any other circumstances of such a nature that Solarif Matchmaker cannot reasonably be expected to be bound..

 Article 11      Data protection

1. Personal data provided by the Contracting Party to Solarif Matchmaker shall not be used or disclosed to third parties for purposes other than the execution of the assigned task or for mailings and similar communications sent by Solarif Matchmaker to the Contracting Party, except when Solarif Matchmaker is legally required to provide such data to an authorized institution in accordance with legal or public order obligations.
2. If the Contracting Party objects to the inclusion of their personal data in any mailing list or similar database maintained by Solarif Matchmaker, Solarif Matchmaker shall remove the relevant data from the database upon the Contracting Party’s first written request.

 Article 12      Intellectual property and copyrights

1. All rights related to intellectual creations used by Solarif Matchmaker in the context of the assignment – including but not limited to analyses, models, overviews, software, techniques, etc. – or resulting from work performed by Solarif Matchmaker under the assignment – including but not limited to advice, reports, documentation, and plans – shall exclusively belong to Solarif Matchmaker, unless such rights are also attributed to third parties.
2. Without prior written consent from Solarif Matchmaker, the Contracting Party is not authorized to disclose, reproduce, use for other purposes, or make available to third parties the products referred to in Article 12.1, other than for the specific purpose or designated recipients for which these products were intended. This prohibition also includes both explicitly and implicitly allowing such actions.
3. Solarif Matchmaker reserves the right to use the knowledge acquired through the execution of its work for other purposes, provided that no confidential information is disclosed to third parties.
4. If the Contracting Party provides Solarif Matchmaker with data carriers, electronic files, or software, the Contracting Party guarantees that these data carriers, electronic files, or software are free from viruses and defects.

 Article 13      Expiry of rights

1. Complaints regarding work performed by Solarif Matchmaker or the amount charged must be submitted in writing within 60 days after the Contracting Party has received the relevant documents, information, or invoice, or within 60 days from the moment the Contracting Party could have reasonably been aware of the identified shortcomings in Solarif Matchmaker’s performance. Failure to submit a complaint within this period shall result in the expiration of the right to do so. Filing a complaint shall never suspend the Contracting Party’s payment obligations.
2. All claims and other legal entitlements of the Contracting Party, for any reason, in connection with work performed by Solarif Matchmaker, shall in any case expire two years after the moment the Contracting Party became aware or could reasonably have been aware of the existence of these rights and entitlements.

Article 14      Protection of personal information

The Contracting Party processes the personal data provided by the client 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 15      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. Dutch law shall exclusively apply to all agreements concluded with the contracting party, with the exception of international provisions (such as the UN Convention on Contracts for the International Sale of Goods) insofar as these provisions are not of a mandatory nature.

Article 16      Translations

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

Article 17      Effective date

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