GENERAL​ ​TERMS​

​GRIP Holding BV / GRIP Facility
KVK 65069463

1. Applicability
   1. Under GRIP, the private company becomes GRIP Holding BV / GRIP Facility. Client is understood to be GRIP’s contractual counterparty.
   2. These terms and conditions apply to all obligations and legal relationships, by whatever name, between GRIP and the Client (hereinafter: agreement) on the basis of which GRIP supplies, rents and/or provides products and/or (online) services (hereinafter: services) to the Client. makes available in any other way, including the licensing of software, whether or not manufactured by GRIP (hereinafter: software), from the moment that the Client asks GRIP for an offer, or GRIP makes an offer, whether or not it has been requested.
   3. These terms and conditions always take precedence over other terms and conditions or stipulations of the Client or third parties, unless stipulated otherwise in these terms and conditions. The Client will never be able to rely on deviating conditions, habits or customs.
   4. If any provision of these terms and conditions is null and void or is nullified, the other provisions of these terms and conditions will remain in full force and GRIP and the Client will enter into consultations in order to agree on new provisions to replace the null and void or nullified provisions, whereby the purpose and purport of the void or voided provisions are observed
   5. These conditions also apply to follow-up work arising from the agreement.

1. Offer​ ​and​ ​acceptance
   1. All offers are without obligation. Offers in which a term of acceptance is set do not serve to bind GRIP to that term.
   2. GRIP’s offer must be accepted in writing.
   3. If the offer or quotation is based on information provided by the Client and this information proves to be incorrect or incomplete, or if it has been changed subsequently, GRIP has the right to adjust the stated prices, rates and/or delivery terms.
   4. GRIP 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 error.
   5. GRIP has the right to charge the costs associated with a quotation to the Client.
   6. Offers or quotations do not automatically apply to future legal relationships between GRIP and the Client.
   7. GRIP is only bound by the following elements after written confirmation thereof to the Client:
      • An assignment without a prior offer;
      • Oral agreements;
      • Additions to or amendments to these terms and conditions;
      • Additions to or amendments to the relevant agreement.

1. Performance
   1. Insofar as the agreement extends to the development of software for the Client, the parties specify the functionalities of this software in writing by means of a ‘Program of Requirements’. GRIP develops the software exclusively on the basis of the Schedule of Requirements.
   2. The Client guarantees that all materials, data, software, procedures and instructions made available by it to GRIP for the implementation of the agreement are always correct and complete and that all information carriers provided to GRIP comply with GRIP’s specifications.
   3. GRIP is entitled, but not obliged, to investigate the correctness, completeness or consistency of the materials, data, software, procedures and instructions made available in the context of the agreement and, in the event of any imperfections, to suspend the agreed activities until the Client has imperfections removed.
   4. GRIP is entitled to engage third parties in the performance of the agreement.
   5. Insofar as a third party is involved in the performance of the agreement and a legal relationship is established between the Client and that third party, whether or not through the mediation of GRIP, the Client is solely responsible for compliance with the obligations towards that third party. The Client can never hold GRIP liable for fulfillment of or compensation in connection with obligations arising from legal relationships that the Client has entered into with a third party, whether or not through the intermediary of GRIP.
   6. Insofar as the agreement concerns the execution of an assignment, GRIP is the sole contractor. Assignments are exclusively accepted and executed by GRIP. The applicability of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is expressly excluded.

1. Maintenance
   1. If a maintenance agreement has been concluded between the parties, the Client will report any defects to GRIP in accordance with the procedures included herein or the usual procedures.
   2. GRIP will charge its usual rates and its repair costs to the Client in the event of user errors, otherwise careless use or other causes not attributable to GRIP or if the software has been changed by parties other than GRIP. Recovery of corrupted or lost data, design and programming work and work related to telecommunication and data communication failures are not covered by maintenance.

1. Delivery terms
   1. All (delivery) periods stated by GRIP have been determined to the best of its knowledge on the basis of the information known to GRIP when the agreement was entered into and they will be observed as much as possible; the mere exceeding of a stated (delivery) term does not put GRIP in default.
   2. If there is a threat of exceeding any term, GRIP and the Client will consult as soon as possible about the consequences of the exceeding.
   3. GRIP is entitled to delivery in parts or performance of the agreement in parts, whereby each partial delivery or performance can be invoiced separately or periodically.
   4. GRIP is entitled to a reasonable extension of the (delivery) term and to compensation for the costs and damage involved, if the start, progress, delivery or provision of the work, software or services or the agreed delivery of products are delayed. because:
      1. GRIP has not received all necessary data and information from the Client in time;
      2. GRIP has not received any agreed (advance) payment from the Client in time;
      3. There are other circumstances that are for the account and risk of the Client.

1. Cooperation​ ​and​ ​obligations​ ​Client
   1. The Client will provide all necessary cooperation and information required for the proper execution of the agreement. Information also includes specific quality requirements of the Client and, at GRIP’s request, the intended application of the software to be licensed by GRIP or the products and/or services to be delivered.
   2. The Client is responsible for the use and application in its organization of the software made available to the Client by GRIP and the products and/or services delivered or completed, as well as for adequate system management and the necessary control and security procedures.
   3. If it has been agreed that the Client will make software, materials or data available on information carriers, these will meet the specifications necessary for the performance of the work and will be free of viruses and defects.
   4. If information necessary for the execution of the agreement is not available to GRIP, or not in time or not in accordance with the agreements, or if the Client does not fulfill its obligations in any other way, GRIP will in any case have the right to suspend the execution of the agreement. and he is entitled to charge the costs incurred for this to the Client in accordance with his usual rates.
   5. The Client guarantees that, insofar as necessary, all legal regulations regarding 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 observed and that all notifications prescribed in that context have been made. The Client will immediately provide GRIP with all requested information in writing. The Client will ensure adequate security of personal records according to the state of the art.
   6. If the Client does not meet its purchase obligation, it will immediately be in default. GRIP then has the right to dissolve the agreement in whole or in part with immediate effect by means of a written statement, without this resulting in an obligation for GRIP to pay compensation for damage, costs and/or interest. The foregoing is without prejudice to the Client’s obligation to compensate any costs, damage due to delay, loss of profit or other damage or the right of GRIP to still demand performance.

1. Right of use​ ​software​
   1. If software is made available to the Client in the context of the agreement, this provision is limited to the non-exclusive right of use of this software.
   2. The Client is not permitted to make copies of the software, to transfer the right of use to third parties, to sell or rent the software, to otherwise offer third parties the opportunity to use the software, to transfer the software as security , to change it. The source code of the software made available to the Client by GRIP is not made available to the Client.
   3. Immediately after any termination of the right of use of the software, the Client will return all copies of the software in its possession to GRIP. If the parties have agreed that the Client will destroy the relevant copies at the end of the right of use, the Client will immediately notify GRIP of such destruction in writing.
   4. User rights to software are always granted to the Client or, as the case arises, transferred on the condition that the Client pays the agreed fees on time and in full.

1. Use third-party software

If the third-party supplier of the software has contractually limited the right of use of this software or if maintenance of this software is only permitted in accordance with the provisions of a maintenance agreement concluded between GRIP and the third-party supplier, the Client is also bound by these restrictions. GRIP will then inform the Client about this.

1. Prices
   1. All prices are exclusive of sales tax (VAT) and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, extra (travel) hours, invoices from third parties engaged and other costs to the special costs associated with the execution of the agreement.
   2. In the event of an agreement in which amounts are periodically due by the Client, GRIP is entitled to adjust the applicable prices and rates by means of a written notification with a term of at least one month.
   3. The Provider is entitled to increase prices and rates annually on 1 January in accordance with developments in the CBS price index (CPI), whereby the CPI at the start of the Agreement is set at 100). Reductions in the index figure do not affect prices and rates.

1. Additional work
   1. If the execution of the agreement has to be accelerated at the request of the Client, GRIP has the right to charge the overtime hours and other costs involved.
   2. If GRIP performs services at the request or with the prior consent of the Client that fall outside the content or scope of the agreement, these will be reimbursed to GRIP by the Client in accordance with GRIP’s usual rates for this. GRIP can always require that a separate written agreement is concluded for these activities or performances.

1. Invoicing​ ​and​ ​payment
   1. Payment must be made in cash on delivery, or as indicated on the invoice and in any case no later than 14 days after the invoice date.
   2. If the invoice amount is not paid or not paid in full on the agreed date or, in the absence thereof, within 14 days after the invoice date, the Client will be deemed to be in default by operation of law and GRIP will be entitled to interest the Client from the due date without any notice of default being required. to charge the amount of the statutory interest plus 3%, as well as all judicial and extrajudicial costs related to the collection of its claim. All claims of GRIP against the Client become immediately due and payable at that time.
   3. GRIP and the Client are deemed to have agreed that these extrajudicial collection costs have been set at 15% of the invoice amount, including any credit limitation surcharge, unless GRIP demonstrates that these costs have amounted to more, in which case it is also entitled to the excess.
   4. All amounts charged to the Client must be paid without discount or deduction. The Client is not authorized to set off claims, for whatever reason. The Client is not entitled to suspend any payment to GRIP.
   5. In the absence of timely payment, GRIP is entitled to suspend all its obligations without being obliged to pay any compensation to the Client. Insofar as GRIP nevertheless carries out work at the request of the Client during this period, GRIP can charge a separate fee for this in accordance with its usual rates.
   6. If there are good grounds to assume that the Client will not strictly comply with its obligations under the agreement, the Client is obliged, at GRIP’s first request, to immediately provide (additional) security in the form desired by GRIP and to provide this if necessary. supplement for the proper fulfillment of all its obligations under the agreement.

1. Retention of title

All products delivered by GRIP and/or any result of services performed by GRIP remain the property of GRIP until full payment of all claims that GRIP has at the time of delivery, for whatever reason, including interest and costs. In the event of a current account relationship with the Client, the retention of title remains in effect until the moment of liquidation.

1. Complaints and Warranty
   1. All products and/or services delivered and/or made available by GRIP must be used in accordance with the applicable laws and regulations and the (use) instructions provided by GRIP. In case of doubt about the application or use, the Client must turn to the specialists available at GRIP
   2. With due observance of the restrictions set out below, GRIP guarantees the soundness and quality of the products and/or services it has delivered and/or made available, as well as the performance of maintenance services it has performed to the best of its ability for a period of no more than six months. months after delivery.
   3. The guarantee does not include the delivery or installation of software (updates) or the consequences of improper or incorrect use.
   4. The warranty for products and/or services delivered and/or made available is limited to material and writing errors, in which case GRIP is only obliged to repair or replace defective parts, on the understanding that GRIP is entitled to to charge for the working time necessary for the relevant replacement.
   5. Complaints must be made in writing and as soon as possible, but no later than 14 days after delivery, provision, installation and/or completion of the work, products and/or services or, if a delivery protocol has been drawn up, after the date of drawing up. , or – in the case of invisible defects – within 14 days after the defects could reasonably be detected, but in any case no later than 14 days after the warranty period has expired.
   6. Exceeding the term set in the previous paragraph will result in the lapse of all claims against GRIP with regard to the guarantee obligation.
   7. GRIP is at all times entitled, but not obliged, to correct errors in the software manufactured and/or made available by it.
   8. Complaints do not suspend the Client’s payment obligations.
   9. The Client must enable GRIP to investigate a complaint and provide GRIP with all relevant information. If costs have to be incurred for the investigation of the complaint, these will be for the account of the Client, unless the complaint subsequently appears to be well-founded.

1. Liability​ ​of​ ​GRIP
   1. GRIP’s liability under the agreement is expressly limited to the warranty obligation described in the previous article. Any additional or replacement compensation in any form whatsoever, including consequential damage, lost profit, lost savings and damage due to business interruption, is excluded.
   2. Without prejudice to the provisions of the previous paragraph, GRIP is only and exclusively liable for personal or property damage arising during or as a direct result of the performance of the agreement, limited to the amount that the Client has paid GRIP for the goods delivered or completed pursuant to the relevant agreement. or products and/or services made available with a maximum of € 10,000 (in words: ten thousand euros) per event per year, whereby a series of consecutive related events is regarded as one event. The aforementioned maximum amount does not apply insofar as the damage is the result of intent on the part of GRIP.
   3. A condition for the existence of any right to compensation is always that the Client reports the damage to GRIP in writing as soon as possible after it has arisen.
   4. GRIP is never liable for the loss or destruction of the information received from the Client, whether or not caused by the failure or malfunction of software developed by GRIP or an attack by hackers, unless this can be attributed to intent on the part of GRIP. The Client must always ensure that it keeps an original or a copy of the information provided to GRIP.

1. disclaimer
   1. GRIP will indemnify the Client against any legal action based on the allegation that software or materials supplied and/or made available to the Client by GRIP infringe an intellectual or industrial property right applicable in the Netherlands, on the condition that the Client immediately informs GRIP in writing. informs about the existence and content of the legal claim and leaves the handling of the case, including the making of any settlements, entirely to GRIP. To this end, the Client will provide GRIP with the necessary powers of attorney, information and cooperation to defend itself against these legal claims, if necessary on behalf of the Client. This obligation to indemnify expires if and insofar as the relevant infringement is related to changes that the Client has made to the software or materials or has had them made by third parties. GRIP is not liable for damage resulting from such an infringement. Any other or further liability or indemnification obligation of GRIP due to violation of intellectual or industrial property rights of third parties is excluded, including liability and indemnification obligations of GRIP for infringements caused by the use of the software or materials delivered and/or made available. in a form not modified by GRIP, in conjunction with products or software not supplied or provided by GRIP or in a manner other than for which the equipment, software and/or materials have been developed or intended.
   2. The Client guarantees that no rights of third parties oppose making equipment, software, materials or data available to GRIP for the purpose of use or processing and the Client will indemnify GRIP against any legal claim based on the allegation that making such equipment available, use or editing infringes the rights of third parties.
   3. The Client will indemnify GRIP – including GRIP employees – against claims from third parties who suffer damage in connection with the execution of the agreement as a result of the acts or omissions of the Client or of unsafe situations in its organisation.

1. Force majeur
   1. GRIP is not obliged to fulfill any obligations under the agreement if it is prevented from doing so as a result of force majeure. Force majeure is understood to mean everything that reasonably occurs outside the influence of GRIP, including but not limited to: fire, war (threat), (threat of) terrorism or hackers, wild or organized 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 on the granting of permits, attributable or non-compliance with obligations by suppliers, electricity, internet, telecommunications – and/or (computer) network failure, DDoS or other cyber attacks.
   2. As soon as force majeure occurs, GRIP will be unilaterally authorized to extend the agreed terms in such a way as is reasonable in connection with the force majeure factor(s) that have occurred, as well as – at its option – to comply with agreements pro rata.
   3. In the event of force majeure, the Client is not entitled to demand the dissolution of the concluded agreement.
   4. In the event of force majeure, GRIP will endeavor to find a solution to meet the Client’s need for the product and/or service. GRIP will be entitled to charge the additional costs related to the delivery and/or making available of the product and/or the service to the Client, despite the force majeure situation, to the Client.

1. Rights​ ​of​ ​(intellectual​ ​and​ ​industrial​ ​property)
   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, data files, equipment, reports, offers, as well as preparatory material thereof, rests exclusively with GRIP or its licensor at all times during and after the termination of the agreement.
   2. The Client is not permitted to remove or change any indication regarding copyrights, brands, trade names or other intellectual or industrial property rights from the software and the services provided, including indications regarding the confidential nature and secrecy of the software and the services provided.
   3. Without prejudice to the provisions of Article 20.1, the Client undertakes to keep (the content of) software and services provided secret, not to disclose it to third parties or to allow it to be used and only to use it for the purpose for which it was made available. Third parties also include all persons working in the Client’s organization who do not necessarily need to use the software and services provided.
   4. GRIP is permitted to take technical measures to protect the software. If GRIP has secured the software by means of technical protection, the Client is not permitted to remove or evade this protection.

1. confidentiality
   1. Subject to GRIP’s prior written consent, the Client is bound to keep confidential all information obtained directly or indirectly in connection with the agreement in the broadest sense. In any case, information will be kept secret by the Client if this information has been designated as confidential by GRIP.
   2. The Client is aware that the software and other software made available contain confidential information and trade secrets of GRIP or its licensors.
   3. The Client will take reasonable precautions to comply with its confidentiality obligation and guarantees that its employees and other persons involved in the implementation of the agreement under its responsibility will also comply with this confidentiality obligation.
   4. This duty of confidentiality does not apply if the Client or one of its employees is obliged to disclose the confidential information as a result of legislation and/or regulations or a court decision and cannot invoke a statutory right of non-disclosure or a right of non-disclosure permitted by the court.
2. Non-takeover clause
   During the term of the agreement and for one year after its termination, the Client will not employ GRIP employees or otherwise have them work for it, directly or indirectly. If the Client violates the provisions of this article, the Client will owe GRIP an immediately due and payable penalty equal to one gross monthly salary at the time of the relevant employee per day that the violation continues, without prejudice to the Client’s obligation to compensate GRIP for damage actually suffered. . Damage is in any case understood to include the training and recruitment costs to be incurred by GRIP.
3. Duration of the agreement
   1. Insofar as there is a continuing performance contract, it will be entered into for a period of at least 12 months without the Client being able to terminate the contract prematurely.
   2. After the 12 (twelve) months referred to in the previous paragraph have elapsed, the agreement will be extended for an indefinite period of time unless it has been terminated by one of the parties at least 1 (one) month prior to the expiry of the 12 (twelve) months referred to in the previous paragraph. notice of termination by registered letter to the other party by the end of that period of 12 (twelve) months.
   3. If the agreement has been extended for the indefinite period referred to in the previous paragraph, the agreement can be terminated by either party by registered letter to the other party with due observance of a notice period of 1 (one) month.
4. Termination and Cancellation
   1. Each of the parties is only authorized to dissolve the agreement if the other party, after a detailed and motivated written notice of default, in which a reasonable period is set for remedying the shortcomings, fails imputably in the fulfillment of essential obligations under the agreement.
   2. If an agreement, which by its nature and content does not end upon completion, has been entered into for an indefinite period, it may be terminated by either party after proper business consultation and stating reasons by giving written notice. If no explicit notice period has been agreed between the parties, a notice period of three months must be observed. The parties will never be obliged to pay any compensation due to lawful termination.
   3. Without prejudice to any further conditions agreed in writing, GRIP can terminate the agreement in full or in part without notice of default and without judicial intervention by written notification with immediate effect if the Client is granted suspension of payment, provisional or otherwise, if bankruptcy is filed with regard to the Client, in the event of seizure or threatened seizure at the Client of products in which or on which products of GRIP or its licensors are located or if its company is liquidated or terminated other than due to a reorganization or merger of companies, if the control in (the company of) the Client changes or if a request has been submitted for the Client to declare the debt rescheduling scheme pursuant to Article 284 of the Bankruptcy Act applicable. GRIP will never be obliged to pay any compensation due to this termination.
   4. In all cases in which the agreement (prematurely) ends as a result of any provision in the agreement or these terms and conditions or through the intervention of a judge or an arbitrator, the agreement and these terms and conditions continue to govern the legal relationship between the parties insofar as this is necessary for the settlement thereof.
   5. In the event of seizure or imminent seizure at the Client of products in which or on which products of GRIP or its licensors are located, the Client is obliged to immediately inform GRIP of this by telephone and in writing.

1. Transfer of​ ​rights/obligations
   1. The Client is not permitted to transfer rights and/or obligations under the agreement to third parties without prior written permission from GRIP.
   2. GRIP is entitled to outsource part or all of its obligations under the agreement to a subcontractor designated by it for this purpose.
   3. GRIP is entitled to transfer all claims against the Client arising from the agreement to a third party.

1. Expiration of rights of action
   All rights of action and other powers of the Client for whatever reason against GRIP, in connection with the performance of the work performed by GRIP and the software provided under the licence, must be brought to GRIP’s attention in writing as soon as possible and expire in any case after one year after the moment at which the Client 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 lapse two years after the work has been carried out by GRIP.

1. Applicable​ ​law​ ​and​ ​disputes
   1. The agreement between GRIP and the Client is governed by Dutch law.
   2. All disputes arising from the agreement and/or these terms and conditions will be submitted exclusively to the court in Amsterdam.