GENERAL TERMS AND CONDITIONS BUSINESS BOOST SOLUTIONS Article 1 General

1. These terms and conditions apply to every offer, quotation, and agreement between Business Boost Solutions, hereinafter referred to as “User,” and a Client to whom User has declared these terms and conditions applicable, unless parties have expressly and in writing deviated from these terms and conditions.
2. These terms and conditions also apply to agreements with User, for the implementation of which User must involve third parties.
3. These general terms and conditions are also written for the employees of User and its management.
4. The applicability of any purchase or other conditions of the Client is expressly rejected.
5. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. User and the Client will then consult to agree on new provisions to replace the null or voided provisions, with as much as possible the purpose and intent of the original provisions being observed.
6. If there is any ambiguity about the interpretation of one or more provisions of these general terms and conditions, the interpretation must take place ‘in the spirit’ of these provisions.
7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
8. If User does not always require strict compliance with these terms, this does not mean that the provisions thereof do not apply, or that User to any degree loses the right to demand strict compliance with the provisions of these terms in other cases.
9. By signing an agreement with User, the Client declares that he has read these general terms and conditions of Business Boost Solutions and agrees to them.

Article 2 Quotations and offers

1. All quotations and offers from User are without obligation unless a period for acceptance is stated in the quotation. If no acceptance period is stated, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the meantime.
2. User cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or clerical error.
3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless User indicates otherwise.
5. A composite quotation does not oblige User to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 3 Contract duration; execution deadlines, transfer of risk, execution and amendment of the agreement; price increase

1. The agreement between User and the Client is entered into for an indefinite period unless the nature of the agreement dictates otherwise or if the parties expressly and in writing agree otherwise.
2. If a term has been agreed or specified for the execution of certain activities or the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Client must therefore give User written notice of default. User must be offered a reasonable period to still implement the agreement.
3. User will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. This based on the state of knowledge at that time.
4. User has the right to have certain work performed by third parties. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
5. The Client shall ensure that all data, which User indicates is necessary or which the Client should reasonably understand is necessary for the execution of the agreement, is provided to User in a timely manner. If the data required for the execution of the agreement is not provided to User in time, User has the right to suspend the execution of the agreement and/or to charge the additional costs resulting from the delay to the Client according to the usual rates. The execution period does not commence earlier than after the Client has made the data available to User. User is not liable for damage, of any nature, resulting from User’s reliance on incorrect and/or incomplete data provided by the Client.
6. If User or third parties engaged by User carry out work in the context of the assignment at the location of the Client or a location designated by the Client, the Client shall provide the facilities reasonably desired by those employees free of charge.
7. User is entitled to execute the agreement in different phases and to invoice the thus executed part separately.
8. If the agreement is executed in phases, User can suspend the execution of those parts that belong to a following phase until the Client has approved the results of the preceding phase in writing.
9. If during the execution of the agreement it becomes apparent that it is necessary to amend or supplement it for proper execution, the parties will timely and in mutual consultation proceed to adjust the agreement. If the nature, scope, or content of the agreement, whether or not at the request or indication of the Client, the competent authorities, etc., is changed and the agreement is thereby changed in qualitative and/or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount may be increased or decreased. User will quote the price as much as possible in advance. Furthermore, by changing the agreement, the originally stated term of execution may be changed. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.
10. If the agreement is amended, including a supplement, User is entitled to execute it only after approval has been given by the person authorized within User and the Client has agreed to the price and other conditions stated for the execution, including the time to be determined at that time when it will be executed. Not executing or not immediately executing the amended agreement does not constitute a breach of contract by User and is no ground for the Client to terminate the agreement or cancel the order.
11. Without being in default, User can refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences for, for example, the work to be performed or goods to be delivered in that context.
12. If the Client fails to properly fulfill what he is obliged to do towards User, the Client is liable for all damage on the part of User thereby directly or indirectly caused.
13. If a fixed fee has been agreed for the products and services and parties intend to conclude a separate agreement regarding additional work or performances, User will inform the Client in advance in writing about the financial consequences of these additional works or performances.
14. Rate changes can take place when changing the content of the assignment, when extending the assignment, or when changes in laws and regulations applicable to User occur.

Article 4 Suspension, dissolution and interim termination of the agreement

1. User is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not fulfill the obligations under the agreement, not completely or not timely, after the conclusion of the agreement User becomes aware of circumstances giving good reason to fear that the Client will not fulfill the obligations, if the Client at the conclusion of the agreement has been requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or insufficient, or if, due to the delay on the part of the Client, User can no longer be expected to fulfill the agreement against the originally agreed conditions.
2. Furthermore, User is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise of such a nature that unchanged maintenance of the agreement cannot reasonably be required from User.
3. If the agreement is dissolved, User’s claims against the Client are immediately due and payable. If User suspends the fulfillment of the obligations, he retains his rights under the law and the agreement.
4. If User proceeds to suspension or dissolution, he is in no way obliged to compensate damage and costs incurred in any way.
5. If the dissolution is attributable to the Client, User is entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.
6. If the Client fails to fulfill his obligations arising from the agreement and this non-fulfillment justifies dissolution, User is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or indemnification, while the Client, by virtue of default, is obliged to pay compensation or indemnification.
7. If the agreement is terminated prematurely by User, User will, in consultation with the Client, arrange for the transfer of work still to be performed to third parties, unless the termination is attributable to the Client. If the transfer of the work involves extra costs for User, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless User indicates otherwise.
8. In the event of liquidation, of (application for) suspension of payment or bankruptcy, of attachment – if and insofar as the attachment is not lifted within three months – at the expense of the Client, of debt rescheduling or another circumstance that causes the Client no longer to be able to freely dispose of his assets, User is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or indemnification. The User’s claims against the Client are in that case immediately due and payable.
9. If the Client cancels a placed order in whole or in part, the work that was performed and the items ordered or prepared for it, increased with the potential delivery and removal costs thereof and the working time reserved for the execution of the agreement, will be charged to the Client in full.

Article 5 Force majeure

1. User is not obliged to fulfill any obligation towards the Client if he is hindered in doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally accepted beliefs can be attributed to him.
2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, over which User cannot exert influence, but which prevent User from being able to meet his obligations. Strikes in the company of User or of third parties included. User is also entitled to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after User should have fulfilled his commitment.
3. User can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without any obligation to compensate damage to the other party.
4. Insofar User has partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, User is entitled to invoice the already fulfilled part or the part to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 6 Fee

1. In addition to the agreed fee, the costs incurred by User for the execution of the assignment are eligible for reimbursement.
2. The User’s fee is not dependent on the outcome of the assignment provided and is calculated with due observance of the usual rates of User and is due as User has performed work on behalf of the Client. No rights can be derived from a quotation if declared based on subsequent costing, as it is only an indicative, to the best of one’s knowledge, estimate.

Article 7 Payment and collection costs

1. Payment must always be made within 14 days of the invoice date, in a manner to be indicated by User in the currency in which the invoice is made, unless otherwise indicated in writing by User. User is entitled to invoice periodically.
2. If the Client fails to pay an invoice on time, the Client is in default by operation of law. The Client is then liable to pay an interest of 1% per month unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
3. User has the right to request advance payments of 50% upon receipt of the order confirmation, unless the nature of the agreement dictates otherwise or if the parties expressly and in writing agree otherwise.
4. User has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the accrued interest, and finally to reduce the principal sum and the current interest. User can, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. User can refuse full repayment of the principal sum if this does not include the accrued and current interest and collection costs.
5. The Client is never entitled to set off the amount owed by him to User. Objections to the amount of an invoice do not suspend the payment obligation. The Client who cannot appeal to section 6.5.3 (articles 231 to 247 book 6 Dutch Civil Code) is also not entitled to suspend the payment of an invoice for any other reason.
6. If the Client is in default or in breach of the (timely) fulfillment of his obligations, then all reasonable costs incurred to obtain satisfaction out of court are for the account of the Client. The extrajudicial costs are calculated based on what is common practice in the Dutch collection practice, currently the calculation method according to Report Voorwerk II. However, if User has incurred higher collection costs that were reasonably necessary, the actual costs incurred are eligible for reimbursement. The judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.

Article 8 Retention of title

1. The goods delivered by User in the context of the agreement remain the property of User until the Client has properly fulfilled all obligations under the agreement(s) concluded with User.
2. The goods delivered by User, which fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or otherwise encumber the goods under retention of title.
3. The Client must always do everything that can reasonably be expected of him to secure the property rights of User. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Client is obliged to inform User immediately. Furthermore, the Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage as well as against theft and to provide the policy of this insurance to User for inspection on first request. In case of an insurance payout, User is entitled to these amounts. Insofar as necessary, the Client undertakes to User in advance to cooperate with all that may (prove to) be necessary or desirable in this context.
4. In the event that User wishes to exercise its ownership rights indicated in this article, the Client gives unconditional and irrevocable permission in advance to User and third parties to be designated by User to enter all those places where User’s properties are located and to take back those goods.

Article 9 Complaints

1. The goods to be delivered by User meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended under normal use in the Netherlands.
2. The Client is obliged to inspect the delivered goods (or have them inspected), immediately at the moment that the goods are made available to him or the relevant work has been carried out.
3. If the Client timely complains, this does not suspend his payment obligation. In that case, the Client also remains obliged to accept and pay for the otherwise ordered goods and what he has given User instructions for.

Article 10 Liability

1. If User should be liable, then this liability is limited to what is regulated in this provision.
2. User is not liable for damage, of whatever nature, caused by User relying on incorrect and/or incomplete information provided by or on behalf of the Client.
3. If User should be liable for any damage, User’s liability is limited to a maximum of once the invoice value of the order, at least that part of the order to which the liability relates.
4. User’s liability is in any case always limited to the amount paid out by its insurer, where appropriate.
5. User is only liable for direct damage.
6. Direct damage is exclusively understood as the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have User’s defective performance conform to the agreement, insofar as these can be attributed to User, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions. User is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business stagnation.
7. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of User or its managerial subordinates.
8. One should take into account that the information obtained or sent via the Internet is freely accessible. User cannot be held liable for damage in any form caused by sending confidential or secret information. User is not liable for security or misuse by third parties of the data stored.
9. After completion of the assignment, the agreement between the Client and User ends, after which the Client is responsible for any maintenance of parts of the assignment. User can never be held liable for the consequences of not properly maintaining it.

Article 11 Indemnification

1. The Client indemnifies User against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to other than User. If User is addressed by third parties for that reason, the Client is obliged to assist User both outside and in law and to do immediately all that which may be expected of him in that case. Should the Client fail to take adequate measures, then User, without notice of default, is entitled to do so itself. All costs and damage on the part of User and third parties that arise as a result are fully at the expense and risk of the Client.

Article 12 Confidentiality

1. Both parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of their assignment. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.
2. If, pursuant to a statutory provision or a court decision, User is obliged to provide confidential information to third parties designated by the law or the competent court, and User cannot invoke a legal or recognized right of refusal in this regard, User is not obliged to pay compensation or indemnification, and the other party is not entitled to dissolve the assignment based on any damage, thereby arising.

Article 13 Intellectual property

1. User reserves the rights and powers to which he is entitled under the Copyright Act and other intellectual property laws and regulations. User has the right to use the knowledge gained through the execution of an agreement for other purposes, provided that no strictly confidential information from the Client is disclosed to third parties.

Article 14 Applicable law and disputes

1. All legal relationships to which User is a party are exclusively governed by Dutch law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The court in the User’s place of business has exclusive jurisdiction to hear disputes unless the law prescribes otherwise. Nevertheless, User has the right to submit the dispute to the competent court according to the law.
3. The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

Article 15 Location and change of conditions

1. These conditions have been filed with the Chamber of Commerce Gooi-Eem and Flevoland.
2. The last deposited version or the version that applied at the time of the establishment of the legal relationship with User is always applicable.
3. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.