GENERAL TERMS AND CONDITIONS AZYLON

Article 1 Definitions

In these general terms and conditions, the following terms shall have the following meanings: 

a. Client: the natural or legal person who has commissioned the Contractor to perform Work.
b. Contractor: the private limited company Azylon, registered with the Chamber of Commerce under number 94305633, with registered offices at Waardgelder 5, 3905 TH in Veenendaal.
c. Work: all work commissioned or performed by the Contractor on other grounds. The foregoing applies in the broadest sense of the word and in any case includes the work as stated in the order confirmation.
d. Agreement: any agreement between the client and the Contractor for the Contractor to perform Work for the benefit of the Client, in accordance with the provisions of the order confirmation.
e. Documents: all goods made available by the Client to the Contractor, including documents or data carriers, as well as all goods produced by the contractor in the context of the execution of the assignment, including documents or data carriers.

Article 2 Applicability

1. These general terms and conditions apply to: all offers, quotations, orders, legal relationships and agreements, however named, whereby the Contractor and/or its affiliated companies undertake/will undertake to perform Work for the Client, as well as to all Work resulting therefrom for the Contractor.

2. All agreements are concluded with the Contractor, with the exclusion of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code, and are exclusively performed by the Contractor. This also applies if it is the express or tacit intention of the Client that the Work will be performed by a specific person or specific persons.

3. Deviations from and additions to these general terms and conditions are only valid if they have been expressly agreed in writing in, for example, a (written) Agreement or order confirmation.

4. In the event that these general terms and conditions and the order confirmation contain mutually conflicting conditions, the conditions included in the order confirmation apply. 

5. The applicability of the general terms and conditions of the Client is expressly rejected by the Contractor.

6. The Client with whom an Agreement has been concluded under these general terms and conditions accepts the applicability of these general terms and conditions to all subsequent quotations from the Contractor and Agreements between the Client and the Contractor.

7. The Contractor is entitled to amend and/or supplement these general terms and conditions in the interim.

8. If one or more provisions of these general terms and conditions are null and void or are annulled, the other provisions of these general terms and conditions will remain fully applicable. If any provision of these general terms and conditions or of the Agreement is not legally valid, the parties will negotiate the content of a new provision, which provision approximates the content of the original provision as closely as possible.

Article 3 Commencement and duration of the Agreement

1. Each Agreement is only concluded and commences at the moment that the order confirmation signed by the Client has been returned to the Contractor and, if applicable, a requested advance payment has been paid. 

2. If the order confirmation has not (yet) been returned signed, the order is deemed to have been concluded under the applicability of these general terms and conditions at the time that the Contractor has started executing the order at the request of the Client.

3. Each Agreement is entered into for an indefinite period unless it follows from the nature, content or scope of the order granted that it has been entered into for a specific period.

Article 4 Client details

1. The Client is obliged to make all data and Documents that the Contractor deems necessary for the correct execution of the order granted available to the Contractor in a timely manner in the desired form and in the desired manner.

2. The Contractor has the right to suspend the execution of the order until the moment that the Client has fulfilled the obligation referred to in the previous paragraph.

3. The Client is obliged to inform the Contractor without delay about facts and circumstances that may be important in connection with the execution of the Agreement. 

4. The client guarantees the correctness, completeness and reliability of the data and Documents made available to the Contractor by or on behalf of the Client, even if these originate from third parties. The Contractor is not liable for damage of any nature whatsoever resulting from the incorrectness and/or incompleteness of the data provided by the Client to the Contractor.

5. The additional costs and additional fees resulting from the delay in the execution of the Agreement, caused by the failure to provide the requested data, or the failure to provide them on time or properly, shall be borne by the Client.

6. If and to the extent that the Client so requests, the Documents made available will be returned to the Client, subject to the provisions of article 15.

Article 5 Execution of the assignment

1. Assignments are carried out on the basis of a reasonably competent and careful professional. However, the Contractor does not guarantee the intended result with an assignment. The Client respects that the applicable rules of conduct and professional rules are observed when carrying out the assignment.

2. The Client is aware that the Contractor, on the basis of the Money Laundering and Terrorist Financing (Prevention) Act (Wwft): a. may be obliged to conduct an investigation into the identity of the Client and/or Client; b. may be obliged to report certain transactions to the authorities established by the government for this purpose.

3. Unless expressly agreed otherwise in writing, the Contractor is not obliged to have the assignment carried out by the person or persons working for or for the Contractor, with the intention of whom the Client has given the assignment. The assignment does not end in the event of temporary or permanent absence of this person or persons. 4. The Contractor will, as far as reasonably possible, take into account the wishes of the Client regarding the person or persons to be involved in the execution of an assignment.

5. The execution of the assignment may be assigned in whole or in part to a third party only after Agreement has been reached between the Client and the Contractor.

6. If, during the term of the Agreement, work is carried out for the benefit of the profession or company of the Client that does not fall under the Work to which the Agreement relates, this Work is deemed to have been carried out on the basis of separate Agreements.

7. The execution of the assignment is not - unless expressly stated otherwise in writing - specifically aimed at discovering fraud. If the Work yields indications of fraud, the Contractor will report this to the Client. In doing so, the Contractor is bound by the fraud guidelines imposed by law and issued by professional organizations.

8. The Contractor excludes all liability for damage resulting from the Contractor's compliance with the laws and (professional) regulations applicable to him. 

9. The Contractor is not liable for damage to or loss of Documents during transport or during dispatch by post, regardless of whether the transport or dispatch is carried out by or on behalf of the Client, the Contractor or third parties.

10. During the execution of the assignment, the Client and the Contractor will be able to communicate with each other by means of electronic e-mail at the request of one of them. The Client and the Contractor are not liable to each other for damage resulting from the use of electronic e-mail. Both the Client and the Contractor will do everything that may reasonably be expected to prevent damage and risks such as the spreading of viruses and distortion.

Article 6 Terms

1. If the Client owes an advance payment or must provide information and/or Documents required for the execution, the term within which the Work must be completed will not commence until the payment has been received in full or the information and/or Documents have been made available in full.

2. Unless expressly agreed otherwise, terms for the execution of Work are only target terms. Unless (further) execution of the assignment is unquestionably impossible, the Contractor will only be in default due to exceeding the deadline if, after the Contractor has been given a reasonable period in writing for the execution and completion of the Work after the deadline has been exceeded, the execution of the Work has not yet been completed due to circumstances attributable to the Contractor after the expiry of that additional period.

3. Unless otherwise provided in these general terms and conditions, rights of action and other powers of the Client on whatever grounds against the Contractor in connection with the performance of Work by the Contractor shall lapse in any case after one year after the moment at which the Client became aware or could reasonably have been aware of the existence of these rights and powers.

Article 7 Confidentiality and exclusivity

1. The Contractor is obliged to maintain confidentiality towards third parties who are not involved in the execution of the Agreement. This confidentiality concerns all information of a confidential nature made available to him by the Client and the results obtained by processing it. 2. This confidentiality does not apply to the extent that statutory or professional rules, including but not limited to the reporting obligation arising from the Money Laundering and Terrorist Financing (Prevention) Act ('WWFT'), apply.

Article 8 Intellectual property

1. The Contractor reserves all rights with regard to products of the mind which he uses or has used in the context of the execution of the Agreement with the Client, insofar as rights can exist or be established on those products in a legal sense.

2. The Client is expressly prohibited from providing, reproducing, publishing or exploiting those products, including but not limited to computer programs, system designs, methods, advice, (model) contracts and other products of the mind, all in the broadest sense of the word, with or without the involvement of third parties.

3. The Client is not permitted to provide (resources of) those products to third parties, other than for the purpose of obtaining an expert opinion regarding the Work of the Contractor. In that case, the Client will impose its obligations under this article on the third parties it has engaged. 

Article 9 Force Majeure

1. If the Contractor is unable to fulfil his obligations under the Agreement, or is unable to fulfil them in a timely or proper manner, due to a cause beyond his control, including but not limited to employee illness, disruptions to the computer network and other interruptions to the normal course of business within his company, these obligations will be suspended until the time that the Contractor is able to fulfil them in the agreed manner.

2. The Client has the right, in the event of the situation referred to in the first paragraph, to terminate the Agreement in writing in whole or in part and with immediate effect, without any right to compensation.

3. If the Contractor has already partially fulfilled his obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfil them, the Contractor is entitled to invoice the part already fulfilled or yet to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate Agreement. 

Article 10 Fee

1. The Client owes the Contractor a fee and reimbursement of costs incurred in accordance with the Contractor's usual rates, calculation methods and working methods.

2. The Contractor has the right to suspend the execution of the Work before the commencement of the Work and in the interim until the moment that the Client has paid a reasonable and fair advance for the Work to be performed to the Contractor, or has provided security for this.

3. The Contractor's fee is not dependent on the outcome of the assignment granted and is due in proportion to the Work performed by the Contractor for the Client.

4. If wages and/or prices change after the Agreement has been concluded, but before the assignment has been fully executed, the Contractor is entitled to adjust the agreed rate accordingly, unless the Client and Contractor have made other Agreements about this. 

5. The Contractor's fee, if necessary increased by disbursements and declarations from third parties involved, including any sales tax due, will be charged to the Client on a monthly basis (unless otherwise agreed).

Article 11 Payment

1. Payment of the invoice amount by the Client must be made within 14 days after the invoice date, in Dutch currency, at the office of the Contractor or by means of a deposit in favor of a bank account to be designated by the Contractor and insofar as the payment relates to Work, without any right to discount or debt settlement. Objections to the amount of the invoice do not suspend the payment obligation of the Client.

2. If the Client has not paid within the aforementioned term, or within the further agreed term, he is legally in default and the Contractor has the right, without further notice or notice of default, to charge the Client the statutory interest from the due date until the date of full payment, all this without prejudice to the further rights which the Contractor has.

3. All costs incurred as a result of judicial or extrajudicial collection of the claim(s) are for the account of the Client, also insofar as these costs exceed the judicial award of legal costs. This concerns at least the costs of the principal sum in accordance with the Decree for compensation of extrajudicial collection costs.

4. If the financial position or payment behaviour of the Client gives reason to do so in the opinion of the Contractor, the Contractor is entitled to require the Client to provide (additional) security in a form to be determined by the Contractor. If the Client fails to provide the requested security, the Contractor is entitled, without prejudice to its other rights, to immediately suspend further performance of the Agreement and all that the Client owes to the Contractor for whatever reason is immediately due and payable.

5. In the event of a jointly given order, Clients are jointly and severally liable for payment of the invoice amount, insofar as the Work has been carried out for the benefit of the joint Clients. 

Article 12 Complaints

1. A complaint regarding the Work performed and/or the invoice amount must be made known to the Contractor in writing within 30 days after the dispatch date of the Documents or information about which the Client is complaining, or within 30 days after the discovery of the defect if the Client demonstrates that he could not reasonably have discovered the defect earlier, stating the nature and grounds of the complaints.

2. Complaints as referred to in the first paragraph do not suspend the Client's payment obligation.

3. If the complaint is not submitted in time, all rights of the Client in connection with the complaint shall lapse.

4. In the event of a justified complaint, the Contractor has the choice between adjusting the fee charged, improving or re-performing the rejected Work free of charge or not (any longer) performing the assignment in whole or in part against a refund in proportion to the fee already paid by the Client.

5. If the complaint is not submitted in time, all rights of the Client in connection with the complaint shall lapse.

Article 13 Liability and indemnity

1. The Contractor is only liable to the Client for damage that is the direct result of an (interrelated series of) attributable shortcoming(s) in the performance of the Agreement. This liability is limited to the amount that, according to the liability insurer of the Contractor, will be paid out for the relevant case, plus any excess to be borne by the Contractor under the insurance.

2. If, for whatever reason, the liability insurer does not pay out, the liability of the Contractor is limited to the amount of the fee charged for the performance of the Agreement.

3. If the Agreement is a long-term Agreement with a term of more than one year, the amount referred to above is set at three times the amount of the fee charged to the Client in the twelve months prior to the occurrence of the damage. In no event shall the total compensation for damages under this article exceed €300,000 per event, whereby a series of related events shall be considered as one event, unless the parties – given the size of the assignment or the risks associated with the assignment – ​​see reason to deviate from this maximum when entering into the Agreement.

4. Except in the event of intent or gross negligence on the part of the Contractor, the Contractor shall not be liable for:

a. damage incurred by the Client or third parties as a result of the provision of incorrect or incomplete data or information by the Client to the Contractor, or otherwise as a result of an act or omission by the Client;
b. damage incurred by the Client or third parties as a result of an act or omission by auxiliary persons engaged by the Contractor (not including employees of the Contractor), even if they are employed by an organisation affiliated with the Contractor;
c. business, indirect or consequential damage incurred by the Client or third parties, including but not limited to stagnation in the regular course of business in the Client's company.

Article 14 Indemnity

1. The Client indemnifies the Contractor against all claims from third parties, including shareholders, directors, supervisors and personnel of the Client, as well as affiliated legal entities and companies and others involved in the Client's organization, which are directly or indirectly related to the performance of the Agreement.

2. The Client indemnifies the Contractor in particular against claims from third parties for damage caused by the Client providing the Contractor with incorrect or incomplete information, unless the client demonstrates that the damage is not related to culpable acts or omissions on its part, or was caused by intent or gross negligence on the part of the Contractor. 

3. The Client shall indemnify the Contractor against all possible claims from third parties in the event that the Contractor is forced by law and/or its professional rules to return the assignment and/or is forced to cooperate with government agencies that are entitled to receive information, whether requested or unsolicited, that the Contractor has received from the Client or third parties in the performance of the assignment.

Article 15 Suspension and termination

1. The Contractor is authorised to suspend the fulfilment of all its obligations, including the delivery of Documents or other items to the Client or third parties, until all due and payable claims on the Client have been paid in full.

2. The provisions of the first paragraph do not apply to items or Documents of the Client that have not yet been processed by the Contractor.

3. The Client and the Contractor may terminate the Agreement at any time. If the Agreement ends before the assignment has been completed, the provisions of Article 10, paragraph 3, apply.

4. Termination must be communicated to the other party in writing.

5. If and to the extent that the Contractor terminates the Agreement by termination, he is obliged to inform the Client of the reasons underlying the termination and to do everything that the circumstances require in the interest of the other party. 

Article 16 Confidentiality and storage

The Contractor shall maintain a file in relation to the assignment. The Contractor shall take appropriate measures to ensure the confidentiality and safe storage of the file and to store the files for a period that is acceptable for proper professional practice and that is in accordance with the laws and regulations (professional) regarding storage periods.

Article 17 Applicable law and choice of forum

1. All Agreements between the Client and the Contractor shall be exclusively governed by Dutch law.

2. All disputes relating to Agreements between the Client and the Contractor shall be settled by the competent court in the district in which the Contractor has its registered office.

3. Notwithstanding the provisions of paragraph 2, the Client and the Contractor may opt for a different method of dispute resolution. 

Version: August 2024.
Filed with the Chamber of Commerce under number: