Our agreements.

2. Applicability

2.1 These General Terms and Conditions apply to all offers, quotations, work, Agreements and all other (legal) acts of Facilitech towards or on behalf of the Client, including all agreements arising from or related to them.

2.2 Deviations from and additions to these General Terms and Conditions and/or the Agreement are only valid if agreed In Writing between the Parties.

2.3 In the event of a conflict between the provisions of the Agreement and these General Terms and Conditions, the provisions of the Agreement prevail.

2.4 If any provision of these General Terms and Conditions is void or is annulled, this does not affect the applicability of the remaining provisions. In that case, the Parties will consult with each other to agree on a new provision, taking into account the purpose and intent of the void or annulled provision as far as possible.

2.5 Facilitech expressly rejects the applicability of any general (purchasing) terms and conditions of the Client.

2.6 Facilitech is entitled to amend these General Terms and Conditions. Amended terms take effect thirty (30) days after notification. Amended terms are deemed to have been accepted if the Client has not objected In Writing within fourteen (14) days of notification.

3. Principles

3.1 Facilitech vouches for the integrity of its conduct, shall act competently with regard to the Agreement and the Client, and shall safeguard its professional and relational independence.

3.2 Facilitech shall prevent interests other than those of the Agreement itself from playing a role in the Agreement, and undertakes to address the Client about its conduct if the Client does not behave as a good client.

3.3 The Client shall be candid in preliminary discussions with Facilitech about any competition from other agencies, the selection criteria that apply and the period within which the choice will be made.

3.4 The Client shall act as a reliable partner by meeting agreements on time and in full, including paying invoices.

4. Formation of the Agreement

4.1 All offers and quotations from Facilitech are without obligation and, unless stated otherwise, are valid for thirty (30) days from the date on which the quotation was issued.

4.2 An Agreement is formed at the moment Facilitech receives the agreement signed by the Parties or the order confirmation. If the signed agreement or order confirmation has not yet been received, the Agreement is deemed to have been formed at the moment Facilitech started performing it at the Client's request.

4.3 All Agreements concluded with the Client are binding and cannot be unilaterally revoked by the Client.

4.4 Quotations are based on the information provided by the Client. The Client guarantees that all information essential for setting up and performing the Agreement has been provided to Facilitech in a timely, accurate and complete manner. Facilitech is not liable for damage resulting from incorrect or incomplete information provided by the Client.

5. Performance of Services

5.1 Facilitech shall perform the Services to the best of its knowledge and ability, and in accordance with the standards of professionalism and good contracting practice.

5.2 Facilitech's obligation is an obligation of best efforts, since achieving the intended result cannot be guaranteed, unless the Parties have expressly agreed an obligation of result In Writing. Any obligation of result must be objectively determinable and open to only one interpretation.

5.3 All (delivery) periods stated by Facilitech have been determined to the best of its knowledge and will be observed as far as possible. Periods only count as strict deadlines if they have been expressly agreed as such.

5.4 Facilitech is entitled to engage Third Parties in performing the Agreement. Where possible and reasonably appropriate, these Third Parties will be chosen in consultation with the Client and with due care.

5.5 After consulting the Client, Facilitech may change the composition of the team performing the Services. The change may not reduce the quality of the Services or adversely affect continuity.

5.6 The Client accepts that the schedule and costs may change if the Parties agree in the interim to expand or change the scope, approach or working method. The Client must confirm such changes In Writing.

5.7 Facilitech and the Client shall consult regularly on the progress of the Agreement during its performance. If facts or circumstances arise that could adversely affect progress or the result, the Parties shall inform each other as soon as possible.

6. AI Functionalities

6.1 If (parts of) the Services or Software contain AI Functionalities, the Client acknowledges and accepts that AI technology, owing to its self-learning or statistical nature, is not always 100% accurate, complete or error-free.

6.2 Facilitech strives to develop and maintain the AI components to the best of its ability, but cannot guarantee that the generated outcomes or analyses will always be correct or suitable for the purpose intended by the Client.

6.3 The Client remains responsible at all times for verifying the accuracy and completeness of the output of AI Functionalities before relying on it or taking action based on it.

6.4 Facilitech is not liable for damage resulting from decisions or actions based (in part) on AI-generated results, except in the case of intent or deliberate recklessness on the part of Facilitech.

7. Additional Work

7.1 Facilitech assesses to what extent a requested performance falls within the scope of the Agreement concluded. If Facilitech considers that Additional Work is involved, it will notify the Client In Writing.

7.2 If Facilitech performs Additional Work at the Client's request or with the Client's prior consent, the Client shall pay for this Additional Work at Facilitech's usual rates. The nature and scope of the Additional Work will be expressly stated on the invoice.

7.3 The Client accepts that Additional Work may affect the agreed delivery time and/or price.

7.4 The fact that (a request for) Additional Work arises during the performance of the Agreement is not grounds for the Client to dissolve the Agreement.

8. Obligations of the Client

8.1 The Client acknowledges that the success of the Services depends in part on correct and timely mutual cooperation.

8.2 The Client shall always provide Facilitech in good time with all data, information, facts, resources and facilities that Facilitech deems necessary for the correct performance of the Agreement. The Client guarantees the accuracy, completeness and reliability of this data and information.

8.3 The Client guarantees that its use of the Services is in accordance with the agreed purposes, does not conflict with the laws and regulations applicable in the Netherlands, does not infringe the rights of Third Parties and is not otherwise unlawful.

8.4 If the Client provides Facilitech with data carriers, electronic files or software, the Client guarantees that this does not infringe the Intellectual Property Rights of Third Parties and that these are free of viruses and defects.

8.5 The Client shall refrain from any action that could damage Facilitech's reputation.

8.6 If Facilitech so requests, the Client shall make available, free of charge, the employees who will be involved in the work, as well as a workspace and the facilities needed to perform the Agreement.

8.7 If the Client fails to meet its obligations under this article, Facilitech is entitled to suspend performance of the Agreement in accordance with Article 14, or to charge the resulting additional costs to the Client.

9. Fees and Payment

9.1 The Client owes Facilitech the fees agreed in the Agreement.

9.2 Unless expressly stated otherwise, all fees owed to Facilitech are in euros and exclusive of VAT and other levies.

9.3 The fees may consist of one-off amounts, periodic (monthly) subscription amounts and/or amounts that depend on the use of the Services. The Agreement explicitly states which project-related costs are included.

9.4 Facilitech is entitled at all times to require advance payment of the fee.

9.5 Facilitech is entitled to change the fee for Services purchased on a periodic basis. Facilitech will announce price changes at least thirty (30) days before they take effect. If the Client does not agree to the price change, the Client is entitled to terminate the Agreement In Writing within fourteen (14) days of notification, with effect from the date on which the new prices would take effect.

9.6 All budgets and/or calculations issued by Facilitech are indicative only, unless Facilitech has expressly stated otherwise. Budgeted amounts will not be exceeded without prior consultation with and the express consent of the Client.

9.7 Facilitech will charge the amounts owed by the Client by means of an invoice.

9.8 The Client must pay invoices without deduction, discount or set-off within thirty (30) days of the invoice date, unless agreed otherwise.

9.9 If the Client has not paid within the payment term, the Client is in default by operation of law. After sending the Client at least one reminder, Facilitech is entitled to charge the statutory commercial interest until the date of full payment.

9.10 If the Client remains in default after a reminder, Facilitech is entitled to increase the claim by extrajudicial collection costs of 15% of the principal sum, with a minimum of €250.

9.11 In the case of a jointly issued assignment, the clients are jointly and severally liable for payment of the invoice amount, regardless of the name in which the invoice is issued.

10. Intellectual Property Rights

10.1 All Intellectual Property Rights in components, modules, frameworks, (reusable) libraries and other standard components ("Standard Components") that Facilitech had already developed before or independently of the assignment, or to which Facilitech already held rights (or will develop for general reuse), rest entirely with Facilitech.

10.2 All Intellectual Property Rights arising directly from the software or functionality developed specifically for the Client ("Custom Work") are, insofar as legally possible, transferred to the Client. This includes, for example, unique source code, design and documentation developed exclusively for the Client.

10.3 Insofar as Facilitech's Standard Components are included in the Custom Work, Facilitech grants the Client a non-exclusive, non-transferable and perpetual right to use these Standard Components, solely in combination with the Custom Work delivered and for the purposes described in the Agreement.

10.4 The Client is not permitted to sell, sublicense or otherwise make available (parts of) the Standard Components or other software provided by Facilitech separately from the Custom Work, unless agreed otherwise In Writing.

10.5 Unless agreed otherwise In Writing, the right to use the Software and/or Services is reserved for the Client. This right of use is not transferable without Facilitech's express consent.

10.6 The Client guarantees that no rights of Third Parties preclude making software, data, documents or other materials available to Facilitech for use or processing in connection with the Agreement. The Client indemnifies Facilitech against claims by Third Parties in this regard.

11. Confidentiality

11.1 The Parties undertake to keep confidential all information received from the other Party that they know or should reasonably know to be confidential, unless there is a legal obligation to disclose it.

11.2 The Party receiving confidential information shall use it only for the purpose for which it was provided.

11.3 Information is in any event confidential if either Party has designated it as such.

11.4 The Client is aware that the Software and other materials made available may contain preparatory material, confidential information and trade secrets of Facilitech.

11.5 Facilitech requires all persons involved in the performance to comply with the confidentiality obligation and shall make every effort to ensure that these persons meet their obligations.

11.6 Further disclosure and distribution of results by the Client to Third Parties is only possible with Facilitech's prior written consent.

11.7 The confidentiality obligation remains in force after the Agreement has ended.

12. Privacy and Data Processing

12.1 The Parties are obliged to give each other all cooperation necessary to enable the other Party to meet its obligations under the General Data Protection Regulation (GDPR).

12.2 Facilitech will not process personal data other than as necessary for providing the Services, including the optimisation of the Services.

12.3 Facilitech will not share personal data originating from the Client with Third Parties, unless Facilitech has obtained the Client's consent to do so or is legally required to do so.

12.4 Responsibility for the personal data processed using the Software and/or Services rests solely with the Client. The Client guarantees that the content, use and/or processing of the personal data is not unlawful and does not infringe the rights of Third Parties. The Client indemnifies Facilitech against claims by Third Parties in this regard.

12.5 The Parties will conclude a separate data processing agreement for the processing of personal data.

12.6 Facilitech will not use the Client's (personal) data obtained through its Services for training or developing AI models or for similar purposes, unless the Parties expressly agree otherwise In Writing.

13. Liability

13.1 Facilitech is liable for attributable failures in the performance of the Agreement, insofar as these result from Facilitech's failure to observe the care, expertise or professionalism that may be expected in the context of the Agreement concerned.

13.2 Liability for damage is limited to the amount of the fee agreed by Facilitech under the Agreement for the work performed up to that point.

13.3 For Agreements with a term longer than six (6) months, the liability referred to here is further limited to a maximum of the amount invoiced over the last six (6) months.

13.4 Facilitech's liability for indirect damage, consequential damage, lost profits, missed savings, reduced goodwill, damage due to business interruption, damage resulting from claims by the Client's customers, and damage relating to the use of items, materials or software of Third Parties prescribed by the Client to Facilitech is excluded. Facilitech's liability for the corruption, destruction or loss of data or documents is likewise excluded.

13.5 The exclusions and limitations of liability referred to in this article lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of Facilitech.

13.6 Unless performance by Facilitech is permanently impossible, Facilitech's liability for an attributable failure only arises if the Client gives Facilitech notice of default In Writing without delay, setting a reasonable period for remedying the failure, and Facilitech still attributably fails to perform after that period. The notice of default must contain as complete and detailed a description of the failure as possible.

13.7 A condition for any right to compensation arising is always that the Client reports the damage to Facilitech In Writing as soon as possible, and no later than thirty (30) days after it occurs. Any claim for compensation against Facilitech lapses by the mere expiry of twelve (12) months after the claim arose.

13.8 Facilitech is not liable for failures of third parties it engages, except in the case of intent or gross negligence on the part of Facilitech.

13.9 The Agreement is performed exclusively for the benefit of the Client. Third Parties cannot derive any rights from the content of the work performed.

13.10 The Client indemnifies Facilitech against all claims by Third Parties for product liability resulting from a defect in a product or system supplied by the Client to a third party that consisted in part of software or other materials supplied by Facilitech, unless and insofar as the Client proves that the damage was caused by that software or those materials.

14. Suspension

14.1 Facilitech is entitled to suspend performance of the Agreement in whole or in part if the Client, despite proper notice of default, continues to fail to meet its obligations.

14.2 Suspension by Facilitech is not possible if the Client disputes an invoice on reasonable grounds and does not pay (on time) for that reason.

14.3 Suspension never releases the Client from any payment obligation relating to Services already performed by Facilitech.

14.4 As soon as the Client meets its obligations after all and/or provides sufficient security for their fulfilment, Facilitech will lift the suspension.

14.5 If, in Facilitech's opinion, the Client's financial position or payment behaviour gives reason to do so, Facilitech is entitled to require the Client to provide security without delay. If the Client fails to provide the required security, Facilitech is entitled to suspend further performance of the Agreement with immediate effect, and everything the Client owes becomes immediately due and payable.

15. Force Majeure

15.1 Facilitech is not obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure. Force majeure includes, among other things, force majeure affecting Facilitech's suppliers, non-performance by suppliers, defects in items or software of Third Parties, government measures, power outages and other failures relating to the infrastructure used by Facilitech, disruption of internet or telecommunications facilities, network attacks (including DoS or DDoS attacks), war, strikes and general transport problems.

15.2 If the force majeure situation lasts longer than ninety (90) days, either Party is entitled to dissolve the Agreement In Writing.

16. Term and Termination

16.1 Unless expressly agreed otherwise, the Agreement is entered into for an indefinite period. Either Party may terminate the Agreement In Writing at any time, subject to a notice period of thirty (30) days.

16.2 Facilitech may charge the Client for the work performed up to the moment of termination, in which case the provisional results will, where possible, be made available to the Client.

16.3 Termination of the Agreement never releases the Client from any payment obligation relating to Services already performed by Facilitech. All invoices already sent to the Client remain payable in full and become immediately due and payable at the moment of termination. In the event of early termination of an Agreement with a fixed term or fixed price (project basis), the Client owes at least two thirds of the agreed fee. For Agreements of indefinite duration, the payment obligation applies only until the end of the notice period.

16.4 Without prejudice to all other rights, the Parties are entitled to dissolve the Agreement in whole or in part with immediate effect and without judicial intervention if the other Party has been granted a suspension of payments, has been declared bankrupt or ceases its business operations.

16.5 Facilitech is entitled to dissolve the Agreement with immediate effect if the Client fails to meet its obligations under Articles 8 and 9.

16.6 The Agreement is financially concluded as soon as the Client has paid the final statement. If the Client does not respond within thirty (30) days of the date of the final statement, it is deemed to have been approved.

16.7 Provisions that by their nature are intended to continue after termination of the Agreement remain fully in force after termination.

17. Complaints

17.1 If the Client has a complaint about work performed, the conduct of an employee or an invoice, the Client must notify Facilitech of this complaint In Writing within thirty (30) days of it arising.

17.2 If the Client demonstrates that it could not reasonably have identified a failure earlier, it may still report this In Writing within thirty (30) days of identifying it. Exceeding this period results in the forfeiture of all claims.

17.3 Submitting a complaint does not release the Client from its payment obligation, unless and insofar as Facilitech has informed the Client that it considers the complaint justified and agreement has been reached on an amended payment obligation.

17.4 If Facilitech considers the complaint justified, Facilitech may choose to adjust the invoice amount, to improve or redo the work concerned free of charge, or to decide not to perform the Agreement any further or to perform it only in part.

18. Non-Solicitation

18.1 Neither Party may, during the performance of the Agreement or within twelve (12) months of its termination, employ or otherwise directly or indirectly have work for itself or another any staff of the other Party who are or have been involved in the Agreement, except in consultation with the other Party.

18.2 In the event of a breach of this article, the breaching Party shall forfeit to the other Party an immediately payable penalty of fifty thousand euros (€50,000) per breach, without prejudice to the other Party's right to claim (additional) compensation.

18.3 This article lapses in the event of bankruptcy or suspension of payments of either Party.

19. Bribery and Conflicts of Interest

19.1 The Parties shall not offer to each other or to Third Parties, nor request, accept or obtain a promise from each other or Third Parties, for themselves or any other party, any gift, reward, compensation or benefit of any kind that could be construed as an unlawful practice.

19.2 Facilitech shall ensure that no conflict of interest of any kind arises during the negotiations on the formation of the Agreement or during its performance.

19.3 In the event of a possible or apparent conflict of interest and/or conflicting interests, this will be reported and discussed between the Parties before the Agreement is entered into.

19.4 Facilitech must satisfy itself that the Client's interest is served by this and that its own independence remains safeguarded.

20. References in External Communications

20.1 Facilitech may mention the Client's name as a reference, unless the Client has objected to this In Writing.

20.2 The use of logos, substantive case descriptions or other confidential business information of the Client in external communications requires the Client's prior written consent.

21. Dispute Resolution

21.1 If a dispute arises between the Parties in connection with the Agreement, the Parties will first attempt to settle the dispute between themselves.

21.2 If no agreement can be reached, the dispute may be submitted to an independent advisor or mediator to be appointed by mutual agreement.

21.3 If agreement still cannot be reached, the dispute will be submitted to the competent court in Amsterdam.

21.4 A dispute within the meaning of this article exists if either Party notifies the other Party of this In Writing.

22. Governing Law

22.1 The Agreement, these General Terms and Conditions, the use of the Software and the provision of Services are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.

23. Insurance

23.1 Facilitech has taken out appropriate and customary insurance for the following risks, namely professional liability (risks arising from professional errors) and general liability (including liability for damage caused to persons or property owned by the Client).

24. Final Provision

24.1 These General Terms and Conditions have been filed with the Netherlands Chamber of Commerce.

24.2 Each Agreement is governed by the version of these General Terms and Conditions that applied at the time that Agreement was formed.

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