An overview of the general terms and conditions of CBEE Remarkable

ARTICLE 1. Quotation and Agreement

1.1 These general terms and conditions apply to all quotations and agreements for the provision of services to the party commissioning CBEE Remarkable B.V., hereinafter referred to as the Client, by CBEE Remarkable B.V., hereinafter referred to as the Contractor, unless the parties have expressly agreed otherwise in writing.

1.2 Quotations are without obligation, unless otherwise indicated. Assignments may be accepted both verbally and in writing.

1.3 Any purchase or other conditions of the Client shall not apply to agreements with the Contractor.

ARTICLE 2. Rates and Payment

2.1 All prices and rates are exclusive of value added tax (VAT) and other government-imposed levies.

2.2 If the date of 31 December passes during the term of the agreement, the Contractor shall be entitled to adjust its prices and rates for the work to be performed in the following year. The Contractor shall announce such adjustments in writing, observing a notice period of at least one month before the effective date. If the adjustment exceeds the customary indexations and the Client does not wish to agree to the price or rate adjustment communicated by the Contractor, the Client shall be entitled to terminate the agreement in writing within 7 days of the date of said notification, effective as of the date on which the price or rate adjustment would have taken effect.

2.3 In the absence of specific conditions, the Client shall pay within 30 days of the invoice date. Complaints regarding the invoice must be communicated to the Contractor in writing within eight days of receipt of the invoice.

2.4 In the event of failure to pay on time, the Client shall be in default without any notice of default or demand and shall owe the then applicable statutory interest on the outstanding amount from the due date of the invoice until the date of payment.

2.5 If the Client still fails to pay after a written demand, the Client shall, in addition to the amount then due, also be liable to reimburse the Contractor for all costs reasonably incurred. The amount of these costs shall be determined at a minimum of 15% of the total amount due.

ARTICLE 3. Confidentiality

3.1 Each party shall take all reasonably necessary precautions to keep confidential information received from the other party secret.

3.2 The Contractor reserves the right, with the Client’s consent, to use the Client’s name for advertising and reference purposes and to indicate the type of work it has performed for the Client.

ARTICLE 4. Protection of Personal Data

4.1 In the context of the Work or in the context of complying with legal obligations incumbent upon the Contractor, the Contractor may process personal data concerning the Client and/or persons employed by/for or associated with the Client.

4.2 In connection with supporting the service provision by the Contractor to the Client, as well as in connection with being able to approach the Client and/or persons employed by/for the Client with information and services of the Contractor, the Contractor may process personal data.

4.3 Processing of personal data by the Contractor in the context of the activities referred to in paragraphs 1 and 2 shall take place in accordance with applicable laws and regulations in the field of personal data protection. The Client shall inform data subjects about the provision of their personal data to the Contractor and its processing by the Contractor in accordance with the Agreement.

4.4 Insofar as the Contractor processes personal data on behalf of the Client under the Agreement and the Client determines the purpose and means of such data processing, the Client acts as the controller of the processing of personal data and the Contractor as the processor within the meaning of the Dutch Personal Data Protection Act (Wbp). In this case, paragraphs 1 and 2 of this Article 4, insofar as they relate to the Contractor’s work as processor, and paragraphs 4, 5 and 7 of this Article 4 shall also apply, which together constitute a processor agreement within the meaning of the Wbp between the Contractor and the Client.

4.5 Insofar as the Contractor acts as processor as referred to in paragraph 4 of this Article 4, the following shall apply:

1. The Contractor shall implement (or cause to be implemented) appropriate technical and organisational security measures to protect personal data against loss or any form of unlawful processing. These measures shall include at a minimum:

• measures to ensure that only authorised personnel have access to the personal data;
• measures to protect the personal data against accidental or unlawful destruction, accidental loss or alteration, unauthorised or unlawful storage, access or disclosure;

2. The Contractor undertakes to maintain confidentiality regarding the personal data made available and/or accessible by or on behalf of the Client. Where the Contractor engages third parties for (support in) the performance of the Work, the Contractor shall ensure that it enters into contractual agreements with the relevant third parties to guarantee careful processing of personal data by said third parties in accordance with the safeguards set out in paragraphs 4 and 5 of this Article 4.
3. In order to enable the Client to fulfil its obligations under Article 34a Wbp, the Contractor shall notify the Client of a breach of the security measures taken by the Contractor with respect to the Client’s personal data, if it cannot reasonably be excluded as a result of such breach that the personal data has been lost or has been or may be unlawfully processed. Notification by the Contractor to the Client shall be made without delay, meaning within 48 hours of the Contractor’s discovery of the relevant breach or being informed thereof by a subcontractor engaged by it. The aforementioned assessment by the Contractor regarding the reasonably non-excludable loss or unlawful processing of personal data as a result of the security breach shall be based on the information available to the Contractor. The Client shall inform the Contractor in writing of an email address of the Client for the purpose of such notification by the Contractor.
4. The Contractor shall be entitled to have the personal data processed outside the Netherlands but within the EU if this is necessary for (supporting) the performance of the Work.

4.6 Insofar as the Contractor determines the purpose and means of the processing of personal data for the performance of the Work, the Contractor acts as controller within the meaning of the Wbp, and paragraphs 4 and 5 of this Article 4 shall not apply.

4.7 The Client has an independent obligation to comply with the applicable laws and regulations in the field of personal data protection. The Client shall indemnify the Contractor against all claims by third parties in connection with non-compliance with such laws and regulations by the Client. The indemnification also covers all damages and costs incurred by the Contractor in connection with such a claim.

ARTICLE 5. Intellectual Property

5.1 Intellectual property rights belonging to the Contractor shall only be transferred to the Client when this has been agreed upon in writing. The Client is therefore not permitted, among other things, to modify, edit, or remove or alter any indication of copyrights on works subject to copyright, such as documents, without the prior written consent of the Contractor.

5.2 The Client has the right to use the documents and other works referred to in the previous paragraph for the purpose for which they were provided and to make copies thereof for its own use.

5.3 The Client warrants that no rights of third parties preclude the provision of equipment, software or other materials for the purpose of performing the agreement. The Client shall indemnify the Contractor against claims by third parties regarding such provision and the use made of the equipment, software or other materials provided.

5.4 The Contractor reserves all rights with respect to products of the mind that it uses or has used or develops or has developed in the context of the performance of the work.

ARTICLE 6. Obligations of the Parties

6.1 The Contractor is obliged to perform its assignment independently and to the best of its knowledge.

6.2 If the Contractor is confronted with facts or circumstances during the acceptance and/or performance of its work that could negatively affect the progress of its work and/or the results of its services, the Contractor shall notify the Client thereof as soon as possible.

6.3 The Client shall provide the Contractor in a timely manner with all data and all cooperation that the Contractor requires for the proper performance of the assignment.

6.4 If the data necessary for the performance of the assignment are not, not timely, or not made available to the Contractor in accordance with the agreements, or if the Client otherwise fails to meet its obligations, the Contractor shall have the right to suspend the performance of the assignment and shall be entitled to charge the resulting costs at its customary rates.

6.5 The employees and third parties engaged by the Contractor shall work under the Contractor’s responsibility, unless the engagement of these employees and/or third parties has been prescribed by the Client.

6.6 During the term of the agreement and for one year after its termination, the parties shall not employ, or otherwise directly or indirectly have working for them, employees who have been involved in the performance of the agreement, unless with the prior written consent of the other party. The Client warrants that this provision shall also be observed by third parties affiliated with the Client, such as companies in (and/or outside) the Netherlands belonging to the Client’s group or the group of which the Client forms part.

ARTICLE 7. Changes, Additional and Reduced Work

7.1 The Client accepts that if the services and/or work to be delivered are expanded or modified, the completion date and the estimated costs may be affected accordingly.

7.2 The Contractor shall inform the Client as soon as possible if circumstances arise that lead to an adjustment of the assignment and/or the expected deployment and duration.

ARTICLE 8. Transfer and Subcontracting

8.1 The parties are not entitled to transfer the rights and obligations under the agreement to a third party without the written consent of the other party. Such consent shall not be withheld without reasonable grounds. However, the party granting consent shall be entitled to attach conditions to the granting of such consent.

8.2 If the Contractor wishes to use the services of third parties in the performance of the agreement, it shall notify the Client thereof in a timely manner. The Client shall not unreasonably object to the deployment of such third parties.

ARTICLE 9. Liability

9.1 If either party fails to fulfil one or more of its obligations under the agreement, the other party shall give proper and detailed written notice of default, allowing a reasonable period for remedying the shortcoming.

9.2 The party that culpably fails to fulfil its obligations shall be liable to the other party or parties for compensation of the resulting damages.

9.3 The Contractor’s liability for culpable failure to fulfil the agreement is limited for assignments with a duration of up to six months to compensation of damages up to a maximum of the fee agreed for the agreement. For assignments with a longer duration, the compensation shall be limited to the fee for the last six months.

9.4 The Contractor’s liability for indirect damages, consequential damages, lost profits, missed savings, and damages due to business stagnation is excluded.

9.5 The Client shall indemnify the Contractor against all claims by third parties related to the entering into and/or performance of the agreement.

ARTICLE 10. (Delivery) Deadlines

10.1 All (delivery) deadlines are determined by CBEE Remarkable B.V. to the best of its knowledge and are observed as much as possible. As soon as CBEE Remarkable B.V. becomes aware of a circumstance that may prevent timely delivery, it shall consult with the Client.

10.2 Deadlines within which the work must be completed shall only be regarded as final deadlines if this has been expressly agreed.

ARTICLE 11. Exclusion

Except as expressly set out in the agreement, CBEE Remarkable B.V. does not give any other or further guarantees, representations, or conditions with respect to the services and hereby disclaims all other guarantees, representations, or conditions, whether express, implied, or statutory (including but not limited to guarantees or conditions relating to merchantability, non-infringement of other rights, or fitness for a particular purpose) with respect to the services.

ARTICLE 12. Force Majeure

12.1 If either party is affected by a situation of force majeure, it shall notify the other party thereof as soon as possible. The parties shall endeavour to reach a reasonable solution through consultation.

12.2 If either party suspends its performance for more than three months due to force majeure, the other parties shall be entitled to dissolve the agreement by means of a registered letter, without judicial intervention.

12.3 In addition to what is stipulated elsewhere in the agreement, each party shall be entitled, without any notice of default being required, to dissolve the agreement out of court with immediate effect if the other party:

applies for (provisional) suspension of payments or is granted (provisional) suspension of payments, applies for its bankruptcy or is declared bankrupt;

the business of the other party is liquidated;

the other party ceases its current business, or a substantial part of the other party’s assets is seized, or if the other party must otherwise be deemed no longer able to fulfil the obligations under the agreement.

12.4 In addition to the provisions of the preceding paragraph and elsewhere in the agreement, each party shall be entitled to dissolve the agreement by means of a registered letter out of court if the other party, after proper and detailed written notice of default allowing a reasonable period for remedying the shortcoming, culpably fails to fulfil material obligations under the agreement.

12.5 Obligations which by their nature are intended to continue beyond the termination and/or dissolution of the agreement shall remain in force thereafter.

ARTICLE 13. Applicable Law and Choice of Forum

13.1 Agreements between the Client and the Contractor shall be governed by Dutch law.

13.2 All disputes arising between the parties shall be submitted to the competent court in the district of the Contractor’s place of business, unless the parties agree to settle their dispute otherwise.