Article 1        Definitions

1. Offer: the quotation and/or cost estimate proposed by the Contracting Party to the client, taking into account the services provided by the Contracting Party;
2. Additional Work: all work performed by the Contracting Party during and/or after the execution of the agreement, in addition to the explicitly agreed-upon tasks;
3. Client: the party that enters into an agreement with the Contracting Party;
4. Contracting Party: Solarif Risk Management or the direct and/or indirect entities of Solarif Risk Management that enter into the agreement;
5. Agreement: any agreement aimed at the execution of work by the Contracting Party for the client, including any modifications made and all legal and/or other actions in preparation for the execution of the agreement;
6. Results: the final outcome of the execution of the agreement by the Contracting Party.
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 

1. The provisions in these General Terms and Conditions apply to all offers, quotations, agreements, and other legal relationships, and no deviations from them are permitted unless explicitly agreed upon in writing with the Contracting Party.
2. Amendments, supplements, or additions to these General Terms and Conditions and/or other provisions that deviate from what is stated in these General Terms and Conditions are only binding on the Contracting Party if all parties have explicitly agreed to them in writing.
3. The applicability of any general and/or specific terms and conditions of the client is explicitly rejected by the Contracting Party, unless otherwise agreed in writing in advance.
4. If the client agrees to these General Terms and Conditions or an agreement to which these General Terms and Conditions apply, it is assumed that they also agree to the terms set forth herein for future quotations, agreements, and other legal relationships offered by the Contracting Party.
5. If one or more provisions in these General Terms and Conditions are at any time wholly or partially null and void or annulled, the remaining provisions of these General Terms and Conditions shall remain in full force. In such a case, the client and the Contracting Party shall consult each other to agree on new provisions to replace the null and void or annulled provisions, ensuring that the purpose and intent of the original provisions are maintained as much as possible.
6. If there is any ambiguity regarding the interpretation of one or more provisions of these General Terms and Conditions, they should be interpreted in accordance with the spirit of these provisions.
7. If a situation arises between the parties that is not provided for in these General Terms and Conditions, this situation shall be assessed in accordance with the spirit of these General Terms and Conditions.
8. The applicability of Articles 7:404 and 7:407 of the Dutch Civil Code is excluded..
9. All terms and conditions of the client or third parties that conflict with these General Terms and Conditions are explicitly rejected by the Contracting Party.

Article 3         Offer, quotation, and agreement 

1. Unless otherwise agreed, offers and quotations from the Contracting Party are non-binding and may be withdrawn at any time by the contracting party. Quotations are valid for two months unless otherwise agreed.
2. An agreement is established when the Contracting Party receives a signed approval from the client on the quotation issued by the contracting party. This does not apply if the withdraws its offer or quotation within two working days after receiving the approval. If approval is given in any other manner, the agreement will only take effect when the Contracting Party provides written confirmation of the alternative arrangement or when the Contracting Party begins executing the agreed-upon work.
3. The Contracting Party cannot be held to an offer and/or quotation if the client can reasonably understand that the offer and/or quotation, or any part thereof, contains an obvious mistake or clerical error.
4. All images, drawings, statements regarding dimensions and/or weight, calculations, statements regarding capacity, results, and/or expected results, etc., provided by the Contracting Party are in no way binding on the Contracting Party and are solely intended to provide an impression of the services the Contracting Party can offer.
5. If the client provides documents, data, drawings, etc., to the Contracting Party for the purpose of a quotation, the Contracting Party may assume their accuracy, and the quotation will be based on them.

Article 4         Execution of the agreement 

1. The Contracting Party is only obligated to perform the work specified in the agreement. It will carry out the work to the best of its ability. Further obligations exist only if explicitly agreed upon in writing and only to that extent.
2. If the work consists of inspections of electrical installations, the client explicitly grants permission to the contracting party, by signing the agreement, to perform switching operations in the electrical installation if necessary for the execution of the inspection. If an immediate danger is detected, the Contracting Party is authorized to partially or completely disable the installation to neutralize the hazardous situation. The Contracting Party is not liable for consequential damages resulting from such switching operations, nor for the costs and consequences of any necessary repairs by the client.
3. If the work involves inspections that must be registered in the SCIOS portal, the responsibility for providing correct and complete data lies with the client. If an inspection cannot be completed due to circumstances attributable to the client, the Contracting Party is not obligated to deregister the inspection in the SCIOS portal. Any consequences, such as fines or other sanctions, are entirely at the client’s expense.
4. The client is responsible for making all relevant installation drawings, schematics, delivery documents, and other technical data necessary for the execution of the work available in a timely manner. Additionally, the client must ensure that all required spaces, switch cabinets, and installations are freely accessible. If this is not the case, the Contracting Party is entitled to charge additional costs for waiting time or re-inspection. These additional costs may amount to a maximum of 100% of the quoted hourly rate for the hours that were scheduled to be worked but could not be executed. The Contracting Party is free to determine the number of hours independently.
5. Re-inspections or additional work required due to identified defects or changed circumstances fall outside the original agreement. A separate quotation will be prepared for such work. Costs will be calculated on a post-calculation basis at the applicable rate at that time.
6. The agreement is always entered into for an indefinite period unless explicitly agreed otherwise in writing.
7. The time periods stated in the agreement should be considered as time indications and are by no means strict deadlines.
8. If the Contracting Party and the client agree to modify, supplement, or extend the agreement, they will jointly establish arrangements regarding price, quality, delivery time, and other relevant matters. Changes to, additions to, or extensions of the agreement are only binding if agreed upon in writing or if the Contracting Party has executed the agreement in accordance with the changes, additions, or extensions.
9. Without being in default, the Contracting Party may refuse a request to modify the agreement if it could have qualitative and/or quantitative consequences, for example, for the work to be performed or goods to be delivered under the agreement.
10. The Contracting Party is not obliged to perform additional work unless the client has provided a written order for such work and has made the corresponding payment or provided the necessary security. If no arrangements have been made for such a situation, the Contracting Party will carry out the work proportionally, based on the prevailing prices at that time for the work to be performed.
11. All drawings, designs, specifications, locations, instructions, inspection arrangements, etc., provided by the Contracting Party prior to the execution of the agreement or approved by the contracting party, in any form, shall be considered part of the agreement unless otherwise agreed in writing.
12. The client shall ensure the timely submission of data that the Contracting Party reasonably deems necessary to carry out its work or that the Contracting Party has indicated as required. If the client fails to do so, the Contracting Party reserves the right not to execute the agreement or to suspend execution until the necessary data has been received. Any additional costs resulting from this will be charged to the client.
13. The client shall ensure that the necessary facilities for executing the agreement are available at the client’s location and that the safety of the client and its installations is guaranteed, including additional personnel, auxiliary installations, and equipment. The costs for these provisions shall be borne by the client.
14. If additional personnel, auxiliary installations, and equipment do not comply with standard safety regulations, the Contracting Party reserves the right to suspend or refuse the execution of the work. In such cases, the client shall compensate the costs arising from this, such as travel expenses, travel time, damages, and loss of profit.
15. If the Contracting Party is present at premises or locations owned by the client, it shall adhere to the rules and instructions set by the client and/or the on-site executing party on behalf of the client. If the client is present at a building or location of the contracting party, the client shall adhere to the rules and instructions given by the contracting party.
16. If both parties have agreed that the agreement will be executed in phases, the Contracting Party is entitled to suspend the execution of a subsequent phase until written approval from the client has been received for the preceding phase.
17. If the agreement involves sample analysis, the client is responsible for the selection, representativeness, correct assignment of coding, marking, product designation, and making the samples available to the contracting party.
18. If deemed necessary by the Contracting Party for the proper and/or timely execution of the order, it is permitted to have the order carried out by a third party. Any provisions limiting the liability of the Contracting Party and the compensation for claims by the client against a third party may only be directed toward that third party and its employees.
19. The Contracting Party shall only engage accredited and certified third parties if such accreditation and/or certification is required by the nature of the work.
20. The client is not entitled to transfer the rights and obligations arising from this agreement, in whole or in part, to third parties.
21. The client shall not exert undue pressure on the Contracting Party and its employees before, during, or after the execution of the work.
22. Any defect discovered by the client during the execution of the agreement must be reported in writing to the Contracting Party immediately. The written notification must contain an unambiguous description of the defect. If the client fails to do so, the Contracting Party is not obligated to process the notification and/or defect. The client cannot enforce any rights against the Contracting Party if the defect is reported more than five days after it could reasonably have been discovered. If the notification is justified and made within the aforementioned period, the Contracting Party has the option to rectify the defect as part of its services without any form of compensation or to issue a credit for its services up to a maximum of the invoiced amount of the services rendered at that time.
23. All legal and/or other actions performed by an agent or employee of the client within the scope of forming, executing, and modifying an agreement between the Contracting Party and the client shall be deemed to have been carried out on behalf of the client and shall be binding on the client. In such a situation, the client cannot claim that there was no legal representation or binding agreement.

 Article 5        Prices and rates

1. All prices are in euros and, unless otherwise agreed in writing, are always exclusive of VAT, travel and accommodation expenses, and waiting time/delays beyond the control of the contracting party. Costs for work performed and deliveries made by external parties are excluded.
2. Changes in wages may be immediately reflected in the prices and rates. Furthermore, prices may be adjusted once per calendar year due to other cost changes. The client is entitled to terminate the agreement if the price increase exceeds 10% per year. In such a case, termination must take place immediately after the client becomes aware of the increase.

Article 6         Liability 

1. If the client fails to properly fulfil its obligations toward the contracting party, the client shall be liable for all direct or indirect damages incurred by the Contracting Party as a result.
2. The Contracting Party is only liable to the client for damage or loss if it falls within the scope of these General Terms and Conditions.
3. The Contracting Party is only liable for direct damage.
4. If the contracting party’s liability is established, the maximum compensation for damages shall be limited to the amount due under the agreement, with a maximum of the amount paid out by the contracting party’s professional liability insurer in the relevant case. In the case of a Master Agreement, the maximum damage amount is limited to one time the amount due over the past six months, calculated from the moment of liability. If, for any reason, no insurance payout is made, the maximum liability of Solarif Risk Management B.V. for damages resulting from (a breach of) the agreement and/or the execution of the work (regardless of whether the claim is based on contract or tort) is limited to €50,000 per damaging event.
5. If the contracting party’s liability is established, it is only obligated to compensate for direct damage or loss. Direct damage or loss explicitly does not include business losses, production losses, revenue and/or profit losses, and depreciation of products or compensation that would have been part of the agreement if it had been properly executed.
6. Findings in inspection reports are based on the conditions observed during the inspection and serve as a snapshot. The client is fully responsible for resolving any deficiencies mentioned in the inspection report. The Contracting Party accepts no liability for the consequences of these findings or for the client’s failure to resolve the deficiencies.
7. The Contracting Party is only liable for work performed by the Contracting Party itself or under its responsibility or supervision. The Contracting Party also accepts no liability for damages arising from third-party data if the Contracting Party has not verified that this data is complete and accurate. If a third party acting as a supplier accepts recommendations, designs, sketches, drawings, models, specifications, etc., from the contracting party—whether or not after conducting its own investigation—the Contracting Party is no longer liable for any damage or loss resulting from these recommendations, designs, etc.
8. Any form of liability of the Contracting Party expires after one year, calculated from the day the agreement or parts thereof are terminated. This does not apply if the client has initiated legal proceedings against the Contracting Party within the aforementioned period.
9. The client shall indemnify the Contracting Party against any damage and/or loss resulting from the execution of the assignment. This includes claims from third parties to whom these General Terms and Conditions do not apply. It also covers damages caused by the client’s employees and other third parties engaged by the client for the execution of the agreement. The client is only obligated to indemnify the Contracting Party if the Contracting Party can also rely on an exclusion or limitation of liability towards the client.
10. The client shall indemnify the Contracting Party against third-party claims and compensation demands arising from recommendations, reports, designs, drawings, etc., provided by the Contracting Party if the client has shared these with third parties (with or without the contracting party’s approval).
11. The client is fully liable to the Contracting Party for any damage or loss caused by contamination of the provided equipment or incorrect packaging and/or shipping of the equipment. Any further damage resulting from this shall also be the client’s responsibility.
12. The Contracting Party is not liable to the client for infringements of third-party rights and/or legal provisions applicable outside the Netherlands unless such rights and provisions have been explicitly presented in writing to the Contracting Party before the conclusion of the agreement.
13. The Contracting Party is not liable for any damage and/or loss of any kind resulting from incorrect, incomplete, and/or untimely information provided by the client.
14. Damage or loss, as referred to in the first paragraph of this article, must be reported to the Contracting Party as soon as possible, but no later than four weeks after its occurrence. Damage and/or loss that has not been reported in writing within the aforementioned period shall not be eligible for compensation unless the client can demonstrate that they were unable to report the damage within the specified period.
15. The limitation of liability arising from these General Terms and Conditions does not apply in cases of intent or gross negligence in the sense of wilful recklessness on the part of the Contracting Party or its management.

Article 7         Confidentiality 

1. The client shall use the offer provided by the contracting party, along with the associated knowledge and ideas, solely to assess its interest in the offer. These provisions also apply to proposals for changes, additions, and/or extensions of the agreement.
2. Both parties are required to maintain strict confidentiality regarding all confidential information exchanged during the execution of the agreement. Information shall be deemed confidential if this is explicitly stated at the time of sharing or if its confidentiality is evident from the nature of the information.
3. The Contracting Party shall in no way make available to third parties the results derived from the execution of the agreement.
4. The confidentiality obligations outlined in paragraphs 2, 3, and 6 of this article do not apply to data and/or results that:
   • are of a general nature and therefore do not specifically relate to the client, its business, operations, and/or activities;
   • were already in the possession of the contracting party;
   • are publicly known or become publicly known without being the result of any blameworthy action or omission by the contracting party;
   • are obtained lawfully by the Contracting Party from a third party or through its own research, without using data or results that are not accessible to third parties;
   • have not been designated as confidential or will not be designated as such in consultation with the client;
   • must be disclosed or reported in accordance with legal and/or regulatory requirements;
   • are public.
5. The confidentiality obligation referred to in paragraphs 3 and 6 of this article does not apply if:
   • the Contracting Party deems it necessary to provide an explanation and/or clarification in response to statements made by the client to third parties;
   • the confidentiality obligation conflicts with legal provisions;
   • an inspection is requested for internal and/or external audits aimed at granting or renewing accreditation for laboratories, inspection activities, and/or product and management system certification schemes;
   • there is a danger to people and/or property. If the situation allows, consultation with the client should take place beforehand.
6. The Contracting Party shall keep the name and the fact that the investigation is being conducted confidential upon the explicit request of the client.
7. In the case of applicability of Article 7.5 (c), the Contracting Party requires auditors to observe confidentiality regarding the information provided for the inspection.
8. In the case of applicability of Article 4.13, third parties involved in the execution of the agreement may receive confidential information. The Contracting Party ensures that these third parties are bound to strict confidentiality regarding such information.
9. Inspection reports and findings may only be used by the client for internal purposes or for consultation with relevant stakeholders, such as installers or regulators. The report may not be published or shared with third parties without explicit written permission from the contracting party, unless full disclosure is required by law.
10. The client is required to maintain confidentiality regarding the contracting party’s business information if its confidentiality has been established or if the client should have reasonably expected it to be confidential. The client shall also impose this confidentiality obligation on its employees and/or third parties for whom confidentiality reasonably applies.

Article 8         Results 

1. The client is entitled to freely use the results provided by the Contracting Party within the scope of its business operations.
2. The provision in paragraph 1 of this article applies with the understanding that intellectual and industrial property rights shall always remain with the contracting party, except for third-party rights and subject to the provisions of Article 11.
3. The Contracting Party is entitled to use the results of the agreement and/or make them available to third parties without any obligation for compensation, provided that such use is permissible for business purposes and in compliance with the provisions of Article 7 of these General Terms and Conditions.
4. The Contracting Party has the right to use and allow others to use the knowledge and expertise gained from the execution of the agreement, including calculation methods, software, and experimental working methods developed through the execution of the agreement, without incurring any costs, provided that such use occurs within its usual business activities or is in the interest of third parties. However, this applies only if the development of these methods was not part of the original assignment.
5. The Contracting Party shall retain test samples or any remnants thereof that have been made available to it in connection with the execution of the agreement for up to two weeks after the date of disclosure of the results unless this is reasonably impossible or otherwise agreed upon. The costs associated with this storage are considered included in the quotation. If the client has not taken measures to have the items in question returned, the Contracting Party is free to dispose of them or take any other measures at its discretion. Costs associated with storing these items shall be borne by the client if storage is required for a period exceeding the one described above.

Article 9         Ownership, disclosure, and use of documents 

1. Reports, recommendations, designs, sketches, drawings, models, etc., used for the quotation and/or the execution of the agreement and/or attached to the recommendations or the final result shall remain the property of the Contracting Party at all times.
2. The client is not permitted, without prior written consent from the contracting party, to:
   • disclose or otherwise allow other parties to access the contracting party’s documents as described above;
   • use the documents to file a claim, initiate legal proceedings, or for recruitment purposes;
   • use the name of the Contracting Party in relation to the disclosure of parts or the entirety of a document issued by the contracting party, or in relation to the matters mentioned in b above.
3. The provisions of paragraphs 9.2a and 9.2c of this article do not apply to quality surveys, test reports, and inspection reports. The disclosure of these reports is permitted but only if full disclosure occurs, meaning without additions or omissions. For provisions that deviate from these General Terms and Conditions or for publication in a language other than Dutch, prior written consent from the Contracting Party is required.
4. The client is at all times obligated to cooperate with the Contracting Party when providing statements or comments, including to third parties, in cases where:
   • the client shares results or parts thereof, leading to misunderstandings, an incorrect representation of facts, etc.;
   • the client refers to the standards and requirements set by the contracting party, such as inspection regulations;
   • the client undertakes any other action that falls within the scope of this article.

Article 10      Force majeure 

1. Force majeure on the part of the contracting party, as understood in law and jurisprudence, refers to all circumstances, whether foreseeable or unforeseeable, that in any way prevent the proper execution of the agreement and are beyond the control of the contracting party. In such a case, the obligations of the Contracting Party shall be suspended until the force majeure situation has ended.
2. The circumstances referred to in Article 10.1 include, but are not limited to: war, fire, natural disasters, business disruptions, strikes, government measures, a general lack of essential elements or services required to perform the agreed-upon tasks, and unforeseen stoppages of third parties on whom the Contracting Party relies for the execution of the agreement.
3. The Contracting Party is entitled to invoke force majeure if the circumstance preventing the completion or further execution of the agreement arises after the Contracting Party was already required to fulfil its obligations.
4. If a force majeure situation persists for more than three months and directly affects the execution and/or completion of the agreement, both parties have the right to terminate the agreement without either party being liable for any form of compensation.
5. If a force majeure situation arises when the Contracting Party has already fulfilled parts of its obligations and/or can only partially fulfil the agreed-upon obligations, it is entitled to invoice for these completed parts. The client is obligated to pay these invoices, as they will be considered a new order. However, this does not apply if the completed or remaining work has no standalone value.

Article 11      Payment, retention of ownership, and collection costs 

1. Payment must always be made in euros, without deduction and/or adjustment for any exchange rate differences. Payment must be made within 14 days from the invoice date unless otherwise agreed in writing. Any objections to the invoice or parts thereof, which must also be raised within the stipulated payment period, do not suspend the payment obligation.
2. If the client has not made payment within the period specified in Article 11.1, they are in default by operation of law, without the need for a notice of default. From the moment of default, the client owes the Contracting Party statutory interest.
3. If the client continues to fail to pay the outstanding amount to the Contracting party even after notice of default, the Contracting party may outsource the collection of its claim, in which case the client shall also be liable to pay the extrajudicial collection costs. The extrajudicial collection costs shall be determined in accordance with the following graduated scale:
   • 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 the excess: 0.5%.
4. If the client initiates legal action against the contracting party, including arbitration or binding advice procedures, the client is required to reimburse the Contracting Party for all associated costs. This includes, but is not limited to, costs for legal assistance and/or attorney fees, municipal fees related to the proceedings, arbitration fees, costs associated with binding advice, and court fees, including costs exceeding those stipulated in Article 237 of the Dutch Code of Civil Procedure (Rv).
5. If payment of an outstanding invoice is not made, all further outstanding invoices, even if their payment deadlines have not yet expired, become immediately due and payable.
6. The Contracting Party is always entitled to issue a provisional invoice and/or require advance payment and/or a payment guarantee from the client.
7. Payments made by the client shall first be applied to cover any outstanding interest and/or costs, as well as overdue payments. Priority will be given to payments with the earliest due date, even if the client specifies a later due date.
8. With regard to payments and settlements, the contracting party’s administration shall always be binding.
9. Under no circumstances is the client entitled to suspend their payment obligation to the contracting party.
10. All objects provided by the Contracting Party remain its exclusive property in the event of outstanding claims against the client, for as long as the claim persists, and more specifically until a claim in the sense of Article 3:92(3) of the Dutch Civil Code has been settled. The Contracting Party retains the right to seize these objects if the client fails to meet any of their obligations under the agreement, without prejudice to the contracting party’s right to demand termination and/or fulfilment of the agreement. The client is obligated to allow such seizure. Notwithstanding the provisions of these General Terms and Conditions, the property law consequences of retention of ownership shall be governed by the laws of the country where the objects are located at the time of delivery, unless the objects are intended for transport. If the objects are destined for transport, the property law consequences shall be governed by the laws of the destination country, but only if, under the laws of that country, ownership is not transferred until full payment of the outstanding amount has been made.

Article 12      Termination of the agreement 

1. The date of the contracting party’s final invoice shall be considered the termination date of the agreement unless otherwise agreed in writing.
2. If no such invoice exists and no termination date has been agreed upon, the Contracting Party shall determine the reasonable date on which the agreement is deemed to have ended.

Article 13      Termination, suspension, or extension 

1. The client shall compensate the Contracting Party for costs incurred, damages, and/or losses resulting from the termination, cancellation, or interruption of the agreement by the client, while the Contracting Party retains the right to take legal action.
2. If the order is cancelled, the Contracting Party will charge cancellation fees to the client when the cancellation:
   • occurs within two weeks but at least seven days before the execution of the agreement: 60% of the total amount due;
   • occurs within one week before the execution of the agreement: 90% of the total amount due.
3. In any case, the Contracting Party is entitled to terminate the agreement if the suspension by the client, for any reason, lasts longer than six months, without the Contracting Party being liable for any form of compensation. The actual suspension date is either the date on which the client formally notifies the Contracting Party in writing that suspension is required or, if no such writing exists, the date on which the suspension is officially announced in writing.
4. In the event of delays or extensions of the work related to the execution of the agreement, the Contracting Party is entitled to charge the client for any additional costs incurred if the delay or extension is not attributable to the contracting party.
5. The client may cancel an order free of charge up to five working days before the scheduled work. If the cancellation is made within five working days, the expected labour costs will be charged. Cancellations made within 48 hours before the start of the work will result in full labour costs being charged. If the work cannot proceed due to circumstances attributable to the client, the costs already incurred will be invoiced based on post-calculation.

Article 14      Termination 

1. Without prejudice to the provisions of the previous articles, the client shall be deemed to be in default by law if they fail to meet their obligations under the agreement and/or fail to do so in a timely and/or correct manner. The same applies in the event of bankruptcy, non-payment for any reason, liquidation, suspension of payments, or receivership. In such cases, the Contracting Party is entitled, without the need for a written notice of default and/or legal intervention, to immediately suspend the execution of the agreement or to wholly or partially terminate the agreement without being liable for any compensation. This is without prejudice to the contracting party’s right to claim compensation for damages and/or costs incurred due to the breach of contract, suspension, and/or termination of the agreement. In such cases, all claims of the contracting party, along with a fixed amount, become immediately due and payable.
2. The provisions in paragraph 14.1 of this article do not apply if there is a special reason for the default, the default is of a minimal nature, and/or the default does not justify the termination of the agreement and its consequences.

Article 15      Miscellaneous 

1. At the request of the contracting party, and in the case of work at locations and/or installations owned by the client, the client must provide whatever is necessary for the proper execution of the work, such as additional personnel and materials, auxiliary installations, and tools. The costs for these provisions shall in no way be borne by the contracting party.
2. When the client is present in a building or at a location belonging to the contracting party, the client and their personnel must adhere to the rules and instructions of the Contracting Party and its personnel.
3. The rights and obligations arising from the agreement or future agreements may never be transferred, in whole or in part, by the client.
4. If, despite a recruitment prohibition, one party employs an employee of the other party, that party is required to assume any applicable employment conditions for that employee.

Article 16      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 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. 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 18      Changes in these General Terms and Conditions

1. The Contracting Party has the right to unilaterally amend the content of these general terms and conditions. If the Contracting Party decides to make changes, they will inform the client in writing and provide the client with the revised general terms and conditions.
2. The client may object to the applicability of the amended terms and conditions within 30 days from the date on which they were notified of the relevant changes. The Contracting Party will then consult with the client regarding the content of the applicable general terms and conditions.
3. If the client does not object to the amended general terms and conditions, they shall take effect from the date specified by the Contracting Party.

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.