General terms and conditions schurq.

1.1 These General Terms and Conditions apply to schurq. Customer is understood to be the contractual other party of schurq.
1.2 These conditions apply to all obligations and legal relationships, by whatever name, between schurq. and Customer (hereinafter: agreement) on the basis of which schurq. supplies, rents and/or otherwise makes available to Customer products and/or (online) services (hereinafter: services), including the licensing of software, whether or not produced by schurq. (hereinafter: software), from the moment that Customer asks schurq. for an offer, or schurq. makes an offer, whether or not requested.
1.3 These conditions shall at all times take precedence over any other conditions or stipulations of the Customer or third parties, unless otherwise stipulated in these conditions. Customer shall never be able to appeal to deviating conditions, customs or practices.
1.4 If any provision of these conditions is invalid or is nullified, the other provisions of these conditions shall remain fully in force and schurq. and Customer shall consult with a view to agreeing new provisions to replace the invalid or nullified provisions, taking into account as far as possible the objective and purport of the invalid or nullified provisions.
1.5 These terms and conditions shall also apply to follow-up activities arising from the agreement.

2. Offer and acceptance
2.1 All offers shall be free of obligation. Offers stipulating a term for acceptance shall not serve to bind Schurq. to that term.
2.2 Acceptance of the offer of schurq. shall take place in writing.
2.3 If the offer or the quotation is based on information provided by the Customer and this information turns out to be incorrect or incomplete, or is subsequently amended, schurq. shall be entitled to adjust the prices, rates and/or completion deadlines quoted.
2.4 schurq. cannot be held to its quotations or offers if the Customer can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
2.5 schurq. has the right to charge the costs related to an offer to the Customer.
2.6 Offers or quotations do not automatically apply to future legal relationships between schurq. and Customer.
2.7 schurq. is only bound by the following elements after written confirmation to Customer:
a) An order without a prior offer;
b) Verbal agreements;
c) Supplements to or amendments of these terms and conditions;
d) Supplements to or amendments of the agreement concerned.

3. Implementation
3.1 Insofar as the agreement relates to the development of software for the benefit of the Customer, the parties shall specify in writing the functionalities of this software by means of a 'Program of Requirements'. schurq. shall develop the software exclusively on the basis of the Program of Requirements.
3.2 The Customer guarantees that all the materials, data, software, procedures and instructions made available by him to Schurq. for the execution of the contract are at all times correct and complete and that all information carriers provided to Schurq. comply with the specifications of Schurq.
3.3 schurq. is entitled, but not obliged, to investigate the correctness, completeness or consistency of the materials, data, software, procedures and instructions made available within the framework of the agreement and, in the event of any imperfections, to suspend the agreed work until the Customer has removed the imperfections concerned.
3.4 schurq. is entitled to engage third parties for the execution of the agreement. Customer is obliged to pay invoices of these third parties to schurq.
3.5 Insofar as a third party is involved in the execution of the agreement and, whether or not through the mediation of schurq., a legal relationship is established between Customer and that third party, Customer shall be solely responsible for compliance with the obligations vis-à-vis that third party. Customer can never hold schurq. liable for compliance with or compensation for obligations arising from legal relationships that Customer has entered into with a third party, whether or not through the mediation of schurq.
3.6 The advertising costs arising from the advertising budgets agreed with schurq. (hereinafter referred to as: advertising costs) are payable by the Customer directly to the advertising supplier, and Customer undertakes to pay the advertising costs to the advertising supplier in full and on time, whether or not by direct debit. schurq. shall never be liable for the manner of execution of the advertising campaigns agreed with Customer and/or for the manner and/or degree to which advertising budgets agreed with Customer are spent.
3.7 Insofar as the agreement concerns the execution of an order, schurq. is the sole contracting party. Orders shall only be accepted and carried out by schurq. The applicability of articles 7:404 and 7:407 section 2 of the Netherlands Civil Code is expressly excluded.

4. Maintenance
4.1 If a maintenance agreement has been concluded between the parties, the Customer shall report any defects to schurq. in accordance with the procedures included therein or the usual procedures.
4.2 schurq. shall charge its usual rates and its repair costs to the Customer in the event of user errors, otherwise careless use or other causes not attributable to schurq. or if the software has been modified by parties other than schurq. Restoration of mutilated or lost data, design and programming activities and activities in connection with telecommunication and data communication failures do not fall under maintenance.

5. Delivery terms
5.1 All (delivery) dates stated by schurq. have been determined to the best of its knowledge on the basis of the information known to schurq. at the time the agreement was entered into and they shall be observed as much as possible; the mere exceeding of a stated (delivery) date shall not place schurq. in default.
5.2 If any term threatens to be exceeded, schurq. and the Customer shall consult as soon as possible about the consequences of the delay.
5.3 schurq. is entitled to deliver in parts or to perform the agreement in parts, whereby each partial delivery or performance can be invoiced separately or periodically. 5.4 schurq. shall be entitled to a reasonable extension of the (delivery) period and to compensation for the costs and damage involved if the start, progress, completion or provision of the work, software or services or the agreed delivery of products is delayed because a) schurq. has not received all necessary data and information from the Customer on time; b) schurq. has not received any agreed (advance) payment from the Customer on time; c) there are other circumstances that are for the account and risk of the Customer.

6. Cooperation and obligations of Customer
6.1 The Customer shall provide all cooperation and information required for the proper execution of the agreement. Information shall also include specific quality requirements of the Customer and, at the request of Schurq., the intended application of the software to be licensed by Schurq. or products and/or services to be delivered.
6.2 Customer is responsible for the use and application in his organisation of the software and products and/or services provided and/or to be provided by schurq. to Customer, as well as for an adequate system management and the necessary control and security procedures.
6.3 If it is agreed that Customer shall make software, materials or data available on data carriers, these shall comply with the specifications necessary for the execution of the work and shall be free from viruses and defects.
6.4 If data necessary for the execution of the agreement is not, not timely or not in accordance with the agreements at the disposal of schurq. or if Customer does not comply with its obligations in any other way, schurq. shall in any case have the right to suspend the execution of the agreement and shall be entitled to charge Customer for the costs arising as a result according to its usual rates.
6.5 The Customer guarantees that, in so far as necessary, all statutory regulations relating to the data to be processed in the context of the agreement, including in particular the regulations laid down by or pursuant to the Personal Data Protection Act, have been and will be strictly complied with and that all notifications prescribed in this context have been made. The Customer shall immediately provide schurq. with all the information requested in this respect in writing. The Customer shall ensure adequate protection of personal records according to the state of the art.
6.6 If Customer does not comply with his purchase obligation, he shall immediately be in default. schurq. shall then be entitled to dissolve the agreement in whole or in part with immediate effect by means of a written statement, without any obligation arising for schurq. to pay compensation for damage, costs and/or interest. The foregoing shall not affect the Customer's obligation to pay compensation for any costs, damage caused by delay, loss of earnings or other damage or the right of schurq. to claim performance after all.

7. Right of use of software.
7.1 If software is made available to Customer as part of the Agreement, this provision is limited to the non-exclusive right to use this software.
7.2 The Customer shall not be permitted to make copies of the software, transfer the right to use the software to third parties, sell the software, rent it out, enable third parties to use the software in any other way, transfer the software as security or modify it. The source code of the software provided by schurq. to the Customer shall not be made available to the Customer.
7.3 Immediately after any termination of the right to use the software, the Customer shall return all copies of the software in his possession to schurq. If the parties have agreed that the Customer shall destroy the copies concerned at the end of the right of use, the Customer shall immediately notify schurq. in writing of such destruction.
7.4 Rights of use to software are always granted to the Customer or, as the case may be, transferred under the condition that the Customer pays the agreed fees in full and on time.

8. Use of third-party software
If the third-party supplier of the software has restricted the right of use of this software by contract or if maintenance of this software is only permitted in accordance with the provisions of a maintenance agreement concluded between schurq. and the third-party supplier, Customer shall also be bound by these restrictions. schurq. shall then inform Customer about this.

9. Prices
9.1 All prices shall be exclusive of turnover tax (VAT) and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, postage and administration costs, extra (travelling) hours, invoices from third parties called in and other special costs connected with the execution of the agreement.
9.2 In the case of an agreement involving sums that are periodically payable by the Customer, schurq. shall be entitled to adjust the applicable prices and rates by means of a written notification at least one month in advance.

10. Extra work
10.1 If the execution of the agreement has to be accelerated at the request of Customer, schurq. shall be entitled to charge for the overtime hours and other costs involved.
10.2 If schurq. performs, at the request or with the prior consent of Customer, services that go beyond the content or scope of the agreement, these shall be reimbursed by Customer to schurq. in accordance with schurq.'s usual rates. schurq. may always require that a separate written agreement be concluded for these activities or performances.

11. Invoicing and payment
11.1 Payment must be made in cash upon delivery, or as indicated on the invoice, and in any event no later than 14 days after the invoice date.
11.2 If the invoice amount has not been paid or has not been paid in full on the agreed date, or failing that within 14 days of the invoice date, the Customer shall be deemed to be in default by operation of law and schurq. shall be entitled, without any notice of default being required, to charge the Customer interest from the due date at the statutory rate plus 3%, as well as all judicial and extrajudicial costs relating to the collection of its claim. All claims of schurq. against Customer shall at that moment become immediately due and payable.
11.3 schurq. and the Customer are deemed to have agreed that these extrajudicial collection costs shall be set at 15% of the invoice amount, including any credit limitation surcharge, unless schurq. demonstrates that these costs have amounted to more, in which case it shall also be entitled to that more.
11.4 All amounts charged to the Customer must be paid without any discount or deduction. Customer is not entitled to set off claims, on any account whatsoever. Customer has no right to suspend any payment to schurq.
11.5 In the absence of timely payment schurq. is entitled to suspend all its obligations without being liable to pay any compensation to the Customer. If schurq. nevertheless carries out work during this period at the request of Customer, schurq. may charge separate compensation for this in accordance with its usual rates.
11.6 If there is good reason to assume that Customer will not strictly comply with its obligations under the agreement, Customer shall be obliged on first request of schurq. immediately to provide satisfactory (additional) security in the form desired by schurq. and if necessary to supplement this for the purpose of proper compliance with all its obligations under the agreement.

12. Retention of title
All products delivered by schurq. and/or any result of services provided by schurq. shall remain the property of schurq. until the moment of full payment of all claims that schurq. has on the Customer at the moment of delivery, on any account whatsoever, including interest and costs. In the event of a current account relationship with Customer, the retention of title shall continue until the moment of settlement.

13. Complaints and warranty
13.1 All products and/or services supplied and/or made available by schurq. (13.1 All products and/or services supplied, delivered and/or made available by schurq. must be used in accordance with the applicable legislation and regulations and the (user) instructions provided by schurq. In the event of doubt about the application or use, Customer should contact the specialists available at schurq.
13.2 With due observance of the restrictions stated below, schurq. guarantees the soundness and quality of the products and/or services it has delivered and/or made available, as well as the performance to the best of its ability of the maintenance services it has provided, for a maximum period of six months after delivery. 13.3 The warranty does not cover the delivery or installation of software (updates) or the consequences of injudicious or incorrect use.
13.4 The guarantee for products and/or services supplied, delivered and/or made available is limited to material and writing errors, in which case schurq. is only obliged to repair or replace defective parts on the understanding that schurq. is entitled to charge the Customer for the working time needed for the replacement concerned.
13.5 Complaints must be made in writing and as soon as possible, but at the latest 14 days after delivery, provision, installation and/or completion of the work, products and/or services or, if a completion protocol has been drawn up, after the date of drawing up, or - in the case of non-visible defects - within 14 days after the defects could reasonably have been detected, but in any case at the latest within 14 days after the guarantee period has expired.
13.6 Exceeding the term set in the previous paragraph shall result in the lapse of all claims against schurq. in respect of the guarantee obligation.
13.7 schurq. shall at all times be entitled but not obliged to correct errors in the software it has produced and/or made available.
13.8 Complaints do not suspend the Customer's payment obligations.
13.9 The Customer must enable Schurq. to investigate a complaint and provide all relevant information to Schurq. for this purpose. If costs have to be made for the investigation of the complaint, these shall be borne by the Customer unless the complaint turns out to be well-founded afterwards.

14. Liability of schurq.
14.1 The liability of schurq. pursuant to the agreement shall be explicitly limited to the guarantee obligation described in the previous article. Any supplementary or substitute damages in any form whatsoever, including consequential damages, loss of profits, missed savings and damages due to business stagnation, are excluded.
14.2 Without prejudice to the provisions of the previous paragraph, schurq. shall be liable only and exclusively for personal or property damage incurred in or as a direct consequence of the execution of the agreement, limited to the amount that the Customer has paid schurq. for the products and/or services supplied, delivered or made available under the agreement concerned, up to a maximum of € 10,000 (in words: ten thousand euros) per incident per year, whereby a series of successive related incidents shall be regarded as a single incident. The aforementioned maximum amount shall not apply insofar as the damage is the result of intent on the part of schurq.
14.3 A condition for the existence of any right to compensation is always that the Customer reports the damage in writing to schurq. as soon as possible after it occurs.
14.4 schurq. shall never be liable for the loss or destruction of the information received from Customer, whether or not caused by failure or malfunction of software developed by schurq. or an attack by hackers, unless this is due to intent on the part of schurq. Customer shall always ensure that he keeps an original or a copy of the information provided to schurq.

15. Indemnification
15.1 schurq. shall indemnify the Customer against any legal claim based on the assertion that software or materials delivered and/or made available by schurq. to the Customer infringe any intellectual or industrial property right applicable in the Netherlands, on condition that the Customer informs schurq. immediately in writing about the existence and content of the legal claim and leaves the handling of the case, including reaching any settlements, entirely to schurq. To this end the Customer shall provide the necessary powers of attorney, information and cooperation to schurq. to defend itself, if necessary in the name of the Customer, against these legal claims. This obligation to indemnify shall lapse if and in so far as the infringement concerned relates to modifications which the Customer has made to the software or materials or has had made by third parties. schurq. shall not be liable for any damage arising from such infringement. Any other or more far-reaching liability or indemnity obligation of schurq. on account of infringement of intellectual or industrial property rights of third parties is excluded, including liability and indemnity obligations of schurq. for infringements caused by the use of the delivered and/or made available software or materials in a form not modified by schurq., in connection with products or software not delivered or provided by schurq. or in any other way than that for which the equipment, software and/or materials have been developed or intended.
15.2 The Customer guarantees that no rights of third parties oppose the provision to schurq. of equipment, software, materials or data for the purpose of use or processing and the Customer shall indemnify schurq. against any legal claim based on the assertion that such provision, use or processing infringes the rights of third parties.
15.3 The Customer shall not hold schurq. - including employees of schurq. - for claims by third parties who, in connection with the execution of the agreement, suffer damage that is the result of the actions or omissions of the Customer or of unsafe situations in his organisation.

16. Force majeure
16.1 schurq. shall not be obliged to comply with any obligations arising from the agreement if it is prevented from doing so as a result of force majeure. Force majeure shall be understood to mean everything that reasonably occurs outside the influence of schurq. including, but not limited to: fire, war (threat), (threat of) terrorism or hacking, wild or organised strikes, blockades, riots or other disturbances, lack of fuel, lack of energy, transport restrictions, industrial accident, weather conditions, natural disasters including flooding, earthquake epidemic, (computer) virus, quarantine measures, restrictions in granting permits, non-fulfilment of obligations by suppliers, whether attributable or not, electricity, internet, telecommunication and/or (computer) network failure, DDoS or other cyber attacks.
16.2 As soon as force majeure arises, schurq. shall be unilaterally authorised to extend agreed periods as is reasonable in connection with the force majeure factor(s) that have arisen, as well as - at its discretion - to fulfil agreements on a pro rata basis.
16.3 In the event of force majeure, Customer shall not be entitled to dissolve the agreement concluded.
16.4 In the event of force majeure, schurq. shall make every effort to find a solution to meet the Customer's need for the product and/or service. schurq. shall be entitled to charge the Customer for the extra costs connected with the (delivery) and/or provision of the product and/or service to the Customer despite the force majeure situation.

17. Rights of (intellectual and industrial) property
17.1 All intellectual or industrial property rights to all software developed and/or licensed under the agreement and services provided and equipment, software and other materials to be used for those services, including but not limited to: websites, databases, equipment, reports, quotations as well as preparatory materials for those services, shall at all times remain the property of schurq. or its licensor during and after the termination of the agreement.
17.2 The Customer shall not be permitted to remove or change any indication concerning copyrights, brands, trade names or other intellectual or industrial property rights from the software and the services provided, including indications concerning the confidential nature and secrecy of the software and services provided. 17.3 Without prejudice to the provisions of Article 20.1, the Customer undertakes to keep the (content of the) software and services secret, not to disclose them to third parties or give them in use and to use them only for the purpose for which they have been made available. Third parties shall also include all persons working in the Customer's organisation who do not necessarily have to use the software and services provided.
17.4 schurq. is permitted to take technical measures to protect the software. If schurq. has protected the software by means of technical protection, the Customer is not permitted to remove or evade this protection.

18. Confidentiality
18.1 Except with the prior written permission of schurq. the Customer is bound to keep secret all information obtained directly or indirectly in connection with the agreement in the broadest sense. In any case, information provided by Customer shall be kept secret if this information has been designated by schurq. as confidential.
18.2 Customer is aware that the software made available and other software contain confidential information and trade secrets of schurq. or its licensors.
18.3 Customer shall take reasonable precautions to comply with its obligation of confidentiality and guarantees that its employees and other persons involved in the execution of the agreement under its responsibility shall also comply with this obligation of confidentiality.
18.4 This duty of confidentiality shall not apply if Customer or one of its employees is obliged to disclose the confidential information as a result of legislation and/or regulations or a judicial decision and cannot thereby invoke a legal right of non-disclosure or a right allowed by the court.

19. Non-acquisition clause
For the duration of the agreement and for one year after its termination, Customer shall not take on any employees of schurq. or otherwise allow them to work for it, directly or indirectly. If Customer violates the provisions of this article, Customer shall forfeit to schurq. an immediately payable penalty equal to one gross monthly salary of the employee in question for each day that the violation continues, without prejudice to Customer's obligation to compensate for damage actually suffered by schurq. Damage shall in any case include the training and recruitment costs to be incurred by schurq.

20. Duration of the agreement
20.1 Insofar as a continuing performance contract is concerned, it shall be entered into for the period stated in the contract. In the absence of a term included in the agreement, the agreement shall be deemed to have been entered into for a term of 12 (twelve) months. Customer cannot terminate the agreement prematurely.
20.2 After expiry of the term referred to in the previous paragraph, the agreement shall be renewed each time for the same term, unless it has been terminated by one of the parties by registered letter at least 1 (one) month prior to the expiry of that term.
20.3 If the agreement has been extended for the indefinite period referred to in the previous paragraph, it may be terminated by either party by registered letter to the other party with due observance of a notice period of 1 (one) month.

21. Termination and cancellation
21.1 Each of the parties shall only be authorised to dissolve the agreement if the other party, after having received a detailed and reasoned written notice of default, in which a reasonable term is given to remedy the shortcomings, imputably fails to fulfil essential obligations pursuant to the agreement.
21.2 If a contract which, by its nature and content, does not end in completion, has been entered into for an indefinite period of time, it may be terminated by either party after proper businesslike consultation and with a statement of reasons by means of written notice of termination. If the parties have not agreed on an express notice period, a notice period of three months shall be observed. The parties shall never be liable for any compensation due to a lawful termination.
21.3 Without prejudice to any further conditions agreed in writing, schurq. may terminate the agreement in whole or in part without notice of default and without judicial intervention by means of written notification with immediate effect if the Customer is granted a suspension of payment, whether provisional or not, if a petition for bankruptcy is filed with regard to the Customer, if an attachment is levied on or threatens to be levied on the Customer with regard to products in or on which products of schurq. or its licensors are located or if its enterprise is wound up or terminated other than on account of reorganisation or amalgamation of enterprises, if the control in (the enterprise of) Customer changes or if a petition for the declaration of applicability of the debt rescheduling scheme pursuant to Article 284 FW has been filed for Customer. schurq. shall never be obliged to pay any compensation on account of this termination.
21.4 In all cases in which the agreement ends (prematurely) pursuant to any provision in the agreement or these terms and conditions or through the intervention of a court or an arbitrator, the agreement and these terms and conditions shall continue to govern the legal relationship between the parties insofar as this is necessary for the settlement thereof.
21.5 In the event of seizure or imminent seizure at the Customer's of products in or on which products of schurq. or its licensors are located, the Customer shall be obliged to inform schurq. of this immediately by telephone and in writing.

22. Transfer of rights/obligations
22.1 The Customer shall not be permitted to transfer rights and/or obligations arising from the agreement to third parties without the prior written consent of schurq.
22.2 schurq. is entitled to subcontract part or all of its obligations arising from the agreement to a subcontractor designated by it for this purpose.
22.3 schurq. is entitled to transfer all claims on the Customer arising from the agreement to a third party.

23. Extinction of claim rights
All rights of action and other powers of Customer on any grounds whatsoever vis-à-vis schurq. in connection with the execution of the work performed by schurq. and licensed software shall be brought to the attention of schurq. in writing as soon as possible and shall in any case lapse one year after the moment at which Customer was aware or could reasonably have been aware of the existence of these rights and powers. In all cases the aforementioned rights and other powers shall lapse two years after the execution of the work by schurq.

24. Applicable law and disputes
24.1 The agreement between schurq. and the Customer shall be governed by Dutch law.
24.2 All disputes arising from the agreement and/or these conditions shall be brought exclusively before the court in Amsterdam.