General Terms and Conditions Ge-Uz B.V. operating and dealing under the registered tradename Intergeuz, hereinafter Intergeuz.
Utrecht 1 May 2022

1. Applicability of General Terms and Conditions
1.1 These General Terms and Conditions apply to all offers and agreements whereby Intergeuz supplies goods and/or services of any nature and under any name to the client.

1.2 Deviations from and additions to these General Terms and Conditions are only valid if they have been agreed in writing between the parties.

1.3 The applicability of the purchase or other conditions of the client is rejected.

2. Pricing and payment
2.1 All prices are exclusive of tax (VAT) and other levies which have been or will be imposed by the government. Unless agreed otherwise, all prices shall be in euros and the client shall make all payments in euros.

2.2 All quotations and budgets issued by Intergeuz are indicative only, unless Intergeuz states otherwise in writing. The client can never derive any rights or expectations from any quotations or budgets issued by Intergeuz.

2.3 Intergeuz will specify the fee for the agreed services charged to the client in a separate order confirmation. Unless stated otherwise in this order confirmation, the payment period for the invoices charged by Intergeuz is 14 days.

2.4 If the client does not pay the owed amounts or does not pay them on time, the client will owe statutory commercial interest over the unpaid amount, without any reminder or notice of default being necessary. If the client continues to fail to pay the claim after a reminder or notice of default, Intergeuz may pass on the claim for collection
in which case the client will be obliged to pay all judicial and extrajudicial costs in addition to the total amount owed at that time, including all costs charged by external experts.

3. Confidentiality
3.1 The client and Intergeuz are responsible for ensuring that all data received from the other party that they are aware or should reasonably be aware of are confidential in nature and will remain secret. The party that receives confidential information shall only use it for the purpose for which it has been provided.
Information shall in any case be considered confidential if it has been designated as such by one of the parties.

4. Privacy, data processing and security

4.1 The responsibility for the data processed using a service provided by Intergeuz lies entirely with the client. The client guarantees to Intergeuz that the content, the use and/or the processing of the data are not illegal and do not violate any right of a third party. The client indemnifies Intergeuz against any legal claim from third parties, for whatever reason, in relation to this data or the execution of the agreement.

4.2 If Intergeuz is obliged on the grounds of the agreement to provide a form of information security, this security will meet the specifications regarding security as agreed in writing between the parties. Intergeuz can never guarantee that the security of the information is effective under all circumstances. If the agreement does not include an explicitly described security measure, the security measure will be of a sufficient level that is not unreasonable in relation to the state of the technology, the sensitivity of the data, and the costs involved in providing the security measure.

4.3 If computer data, data- or telecommunication facilities are used in the execution of the agreement or otherwise, Intergeuz is entitled to assign access or identification codes to the client.

4.4 The client will treat the access and identification codes confidentially and with care, and will only make them available to authorized employees. Intergeuz will never be liable for damage or costs resulting from the use or abuse of access or identification codes, unless the abuse was possible as a direct result of an act or failure to act by Intergeuz.

5. Intellectual property rights
5.1 All intellectual property rights regarding the products sold under the agreement are subject to the following conditions.

5.2 Software, source codes, websites, databases, equipment or other materials such as analyses, designs, documentation, reports, quotations, including preparatory materials, developed or provided to the client, shall be owned solely by the client for the client’s own use.

6. Delivery period
6.1 All (delivery) periods and (completion) dates specified or agreed on by Intergeuz have been determined to the best of the company’s knowledge based on the information which was known to Intergeuz when the agreement was created. Interim (delivery) dates mentioned by Intergeuz or agreed on by the parties always apply as target dates, but are not binding for Intergeuz and are always of an indicative nature only.

6.2 Intergeuz strives within reason to observe deadlines (of delivery) and latest (delivery) dates
as much as possible.

6.3 The fact that a (delivery) period or (completion) date mentioned by Intergeuz or agreed between the parties, whether final or not, is exceeded does not mean that Intergeuz is in default. In all cases – therefore also in the event that the parties have expressly agreed a latest (delivery) date or (completion) date in writing – Intergeuz will not be in default because of a failure to meet the deadline until the client has given it written notice of default.

7. Suspension of the agreement
7.1 If the client does not provide Intergeuz with the data, documents, equipment, software, materials or employees which Intergeuz considers useful, necessary or desirable for the execution of the agreement, or does not provide in time or in accordance with the agreements, or if the client fails to meet his/her obligations in any other way, Intergeuz is entitled to suspend the execution of the agreement completely or in part, and Intergeuz is also entitled to charge the costs incurred as a result in accordance with its usual rates, all this without prejudice to the right of Intergeuz to exercise any other legal and/or agreed right.

8. Termination and cancellation of the agreement
8.1 Each of the parties shall only be authorized to terminate the agreement on account of an attributable failure in the performance of the agreement if the other party, after having received a written notice of default which is as detailed as possible and in which a reasonable period is given to remedy the failure, attributable fails to fulfill essential obligations arising from the agreement.

8.2 Payment obligations of the client and all other obligations to cooperate on the part of the client or a third party engaged by the client shall always be considered to be essential obligations under the terms of the agreement.

8.3 If an agreement which by its nature and content does not end in completion and/or has been concluded for an indefinite period of time, this may be terminated by either party in writing after proper consultation and with a termination notice of one month. If no notice period has been agreed upon between the parties, a reasonable notice period shall be respected. The parties shall never be obliged to pay compensation for termination.

8.4 Client shall never be entitled to terminate an agreement prematurely which by its nature and content ends by completion and/or which has been entered into for a definite period of time.

8.5 Each of the parties may terminate the agreement in writing with immediate effect, either completely or in part, without any notice of default being required, if the other party is granted a suspension of payments – provisional or otherwise – if a petition for bankruptcy is filed with regard to the other party, if the other party’s company is terminated other than for the purpose of reconstruction or fusion of companies, or if the decisive control of the client’s company changes. Intergeuz shall never be obliged to refund funds already received or to pay damages on account of this termination. Intergeuz is wegens deze beëindiging nimmer tot enige restitutie van reeds ontvangen gelden dan wel tot schadevergoeding gehouden.

9. Liability of Intergeuz
9.1 The total liability of Intergeuz for an attributable failure in the fulfillment of the agreement or on any other grounds, including any failure in the fulfillment of a guarantee obligation agreed with the client, is limited to compensation of direct damage up to the amount of the price agreed for that agreement (excluding VAT).

9.2 Intergeuz is not liable for indirect damage, consequential damage, loss of profit, lost savings, reduced goodwill, damage due to business interruption, damage as a result of claims by clients’ customers, damage relating to the use of third-party items, materials or software prescribed by the client to Intergeuz and damage relating to the client’s use of prescribed suppliers. The liability of Intergeuz for mutilation, destruction or loss of data or documents is also excluded.

9.3 The exclusions referred to in article 9.1 and 9.2 will not apply if the damage is the result of intent or reckless behavior on the part of the Intergeuz management.

10. Force majeure
10.1 Neither party shall be obliged to fulfill any obligation, including any warranty obligation agreed upon between the parties, if it is prevented from doing so as a result of force majeure. Force majeure includes the following: (i) force majeure of suppliers of Intergeuz, (ii) failure of suppliers to properly fulfill their obligations which the client has prescribed to Intergeuz, (iii) defective items, equipment, software or materials of third parties which the client has prescribed to Intergeuz to use, (iv) government measures, (v) power failure, (vi) failure of the internet, computer network or telecommunication facilities, (vii) war, (viii) occupation of the workplace, (ix) strike, (x) general transport problems and (xi) the unavailability of one or more members of staff.

10.2 If a situation of force majeure lasts longer than ninety days, either party shall be entitled to dissolve the agreement in writing.

11. Changes and additional work
11.1 If Intergeuz has carried out work or other performances at the request or with the prior consent of the client that exceed the content or scope of the agreed work and/or performances, these work or performances will be paid for by the client according to the agreed rates and, in the absence thereof, according to the regular rates of Intergeuz.

11.2 Intergeuz is never obliged to comply with such a request and may require that a specific written agreement is made for this purpose.

12. Transfer of rights and obligations
12.1 The client is not entitled to sell and/or transfer the rights and/or obligations resulting from the agreement to a third party.

12.2 Intergeuz is entitled to transfer its claims to payment of fees to a third party.

13. Applicable law and disputes
13.1 The agreements between Intergeuz and the client are governed by the Dutch law.

13.2. Before taking legal action, the parties agree to initiate a dispute resolution procedure with the assistance of a mediator affiliated with the Mediators Federatie Nederland.

14. Special conditions
14.1 An important part of the service provided by Intergeuz is the creation of a product page for the purpose of offering products online for the client, which includes the description, presentation by images, listing of specifications and USP’s (unique features).

14.2 Intergeuz will develop the design of the product pages with great care, taking the specifications or the design of the online platform concerned into account and taking the project organization, methods, techniques, agreements and/or procedures agreed with the client in writing into account. Before commencing the development activities, Intergeuz can require that the client declares in writing that he/she fully and unconditionally agrees with the specifications or the design. Intergeuz is entitled to suspend its work until the client declares in writing that he/she fully and unconditionally agrees with the specifications or the design.

14.3 The client will supply the materials required for the installation or processing of the product page in a timely manner, with respect for the deadlines stated in the agreement, and in a format to be determined by Intergeuz.

14.4 Intergeuz is entitled to make a concept or prototype of the product page to be developed, based on the specifications provided. Intergeuz may suspend the further development of the product page until the client has approved the concept or prototype in writing.

14.5 The activities of Intergeuz are carried out based on an obligation to perform to the best of one’s ability, unless Intergeuz has specifically promised a result in the written agreement and the result concerned has also been described with sufficient clarity.

14.6 The order confirmation issued by Intergeuz includes a project planning in stages, with a corresponding payment obligation for each stage. If it has been agreed that the design and development services will take place in stages, Intergeuz is entitled to postpone the start of the services belonging to a stage until the client has approved the results of the preceding stage in writing and/or has met his/her payment obligation per stage.

14.7 If, as a result of (negligent) action by the client, the agreed project planning is not met, even though Intergeuz has made an effort to achieve the agreed project planning,
Intergeuz is entitled to charge the client for the costs of the entire period/stage.

15. Completion
15.1 Each product page developed by Intergeuz by order of the client is reported to the client as soon as it is online. The client is expected to check as quickly as possible whether the data and images are correct and meet the specifications that the client wishes to present to its target group. The prices shown should also be checked by the client. Intergeuz is obliged to strive to display all supplied data correctly on the pages in question, but does not accept any liability for incorrect data, specifications, images or prices.

16. Maintenance and management
16.1 If Intergeuz is assigned to maintain the product pages it has developed, each page will be reviewed and optimized at a frequency that has been agreed with the client. This optimization process is too detailed to report to the client every time. Everything that is
updated by Intergeuz can be followed online in real time. The client is expected to check its product pages regularly for accuracy, and report any errors directly to Intergeuz. Intergeuz is obliged to correct errors immediately, but accepts no liability for incorrect data, incorrect specifications, images or prices.
but accepts no liability for incorrect data, incorrect specifications, images or prices.

17. Warranty
17.1 Intergeuz does not guarantee that the product page(s) will function without interruption, errors or other defects, or that all errors or other defects will always be corrected. The client accepts that errors and defects in the operation of an online page may be the result of the actions of one or more third parties or the online platform itself.

17.2 Intergeuz will make every effort to remedy errors in the display of the content of the product page or deficiencies in the technical operation of the product page, within a reasonable period of time, if these have been reported to Intergeuz in writing and with a detailed description within a period of three months after delivery. The repair will be free of charge.

17.3 Intergeuz may charge the repair costs according to their standard rates, in the event of user errors or incorrect use on the part of the client, or other causes not attributable to Intergeuz, or if the errors or faults could have been detected during the last assessment.
could have been detected during the last assessment.

18. Liability
18.1 Without prejudice to the terms of article 9, the provisions of this article also apply to the liability. Any liability of Intergeuz for the – whether or not temporarily – unavailability of the product page designed, developed, maintained or administered by Intergeuz is excluded.

18.2 Any liability of Intergeuz for the non-, incorrect or incomplete presentation of the content of the product page as well as for the release of data – whether confidential or not – from a closed section of the site concerned is also excluded.

18.3 Intergeuz can never be held liable for hacking, installation of malware and the spreading of viruses, as well as for any damage resulting from this.

*In the event of a deviation in understanding or interpretation, the Dutch text prevails over the English version of these terms.*