General Terms and Conditions Woestenburg Management & Consultancy

Article 1. Definitions

a) Contractor: Woestenburg Management & Consultancy, registered with the Chamber of Commerce under number 98781669.

b) Client: The natural or legal person who has commissioned the Contractor to perform work or provide services.

c) Agreement: The agreement concluded between the Contractor and the Client concerning the provision of services and/or performance of work.

Article 2. General

a) The Agreement consists of these general terms and conditions in combination with the assignment confirmation signed by the Client and the Contractor.

b) These terms and conditions apply to all offers, quotations, and agreements between the Contractor and the Client, unless otherwise agreed in writing. Any general terms and conditions of the Client only apply if explicitly accepted in writing by the Contractor.

c) These terms and conditions also apply if third parties are involved in the execution of the assignment.

d) If any provision of these terms and conditions is null or voidable, the remaining provisions of the Agreement remain fully in effect.

Article 3. Quotes and Offers

a) Quotes are based on information provided by the Client; the Client guarantees completeness and accuracy.

b) Quotes are non-binding unless explicitly stated otherwise.

c) All prices are in euros, excluding VAT and other costs, such as travel expenses and third-party charges, unless stated otherwise.

d) The Contractor is not bound by obvious errors in quotations.

e) Composite quotes do not oblige the Contractor to provide separate parts at a proportionate price.

f) Quotes do not automatically apply to future assignments.

Article 4. Rates

a) Unless agreed otherwise in writing, rates are based on hourly rates.

b) Secretarial and telephone costs are included.

c) Only actual time spent is charged. If actual costs exceed the quoted amount by more than 10%, consultation will take place.

d) Travel time up to 30 minutes is not charged; time exceeding this is counted as working time at 50% of the hourly rate.

e) Travel expenses are calculated at €0.35 per kilometer.

f) All rates are exclusive of VAT.

g) The Contractor may adjust rates annually by a maximum of the inflation rate according to CBS (Statistics Netherlands).

Article 5. Formation of the Agreement

a) The Agreement is concluded upon signature by the Contractor or upon sending a written assignment confirmation.

b) The Agreement applies for an indefinite period, unless explicitly stated otherwise.

c) For digital quotes: acceptance via digital means constitutes a legally binding confirmation.

Article 6. Execution of the Agreement

a) The Contractor performs work with due care and to the best of their ability.

b) The obligation is one of best efforts; no guarantees regarding results are given unless agreed otherwise in writing.

c) The Contractor may engage third parties for execution, after consulting with the Client.

d) Legal provisions that alter liability (including Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code) are excluded.

e) Phased execution may result in suspension until approval of preceding phases.

Article 7. Changes to the Assignment

a) Additional work due to changes or incorrect information will be invoiced based on the agreed rate.

b) Changes must be communicated in a timely manner in writing and accepted.

c) Changes may affect delivery times.

Article 8. Cooperation of the Client

a) The Client provides all relevant information in a timely and complete manner.

b) In case of default, the Contractor may suspend execution.

c) Staff and facilities must be made available on time.

d) Workspace and facilities must be provided free of charge unless otherwise agreed.

e) Additional costs due to insufficient cooperation are for the Client’s account.

Article 9. Completion of Assignment and Complaints

a) The assignment is financially closed after approval of the final statement within 30 days.

b) Complaints about performance must be reported in writing within 8 days of discovery.

c) Payment obligations cannot be suspended due to complaints.

d) The Contractor must be given the opportunity to investigate complaints.

e) Complaints regarding work must be reported within 2 weeks of the invoice date, and no later than 3 weeks after completion.

f) Substantiated complaints will lead to correction or re-execution unless demonstrably pointless.

g) Costs of unjustified complaints are borne by the Client.

Article 10. Retention of Title

a) All delivered items remain the property of the Contractor until full payment has been received.

b) Resale, pledging, or use as payment is not permitted.

Article 11. Termination

a) The Agreement may be terminated in writing by either party with 30 days' notice, unless otherwise agreed.

b) In case of early termination by the Client, compensation for occupancy loss will be due.

c) In case of bankruptcy or suspension of payments, the other party may terminate the Agreement immediately.

d) Upon termination by the Contractor, cooperation is provided for transfer of work, at the Client’s expense.

Article 12. Dissolution and Suspension

a) Suspension or dissolution is allowed in the event of: I. Default by the Client; II. Insufficient security; III. Bankruptcy, suspension of payments, or attachment.

b) Also in case of impossibility of performance or circumstances making continuation unreasonable.

c) The Contractor is not liable for damage due to suspension or dissolution.

d) Claims become immediately due upon dissolution.

e) The Client compensates direct and indirect damage in case of dissolution attributable to them.

f) The Contractor may require security if there is doubt about performance.

Article 13. Invoicing and Payment

a) Payment within 14 days of the invoice date, unless otherwise agreed.

b) In case of default, statutory commercial interest is due.

c) Default entails collection costs (minimum €40, excluding VAT).

d) Payments are applied first to costs, then interest, then principal.

e) Offsetting by the Client is not permitted.

f) Complaints about invoices must be submitted in writing within 8 days.

Article 14. Force Majeure

a) Obligations are suspended in case of force majeure, including illness.

b) If force majeure lasts longer than 2 months, the Agreement may be dissolved; already performed services are charged proportionally.

Article 15. Liability

a) Not liable for damage caused by incorrect or incomplete data provided by the Client.

b) Maximum liability is limited to the invoiced amount or insurance compensation.

c) Only direct damage, no indirect or consequential damage.

d) Limitations do not apply in cases of intent or gross negligence.

Article 16. Confidentiality

a) Confidential information will be kept secret.

b) Legal obligations to disclose do not release the Contractor from confidentiality.

c) Obligations also apply to engaged third parties.

Article 17. Intellectual Property

a) All developed models, works, and inventions remain the property of the Contractor.

b) Documents may be used by the Client for internal purposes but may not be disclosed or exploited without permission.

Article 18. Indemnification by the Client

a) The Client indemnifies the Contractor against claims from third parties not attributable to the Contractor.

b) The Client assists the Contractor in legal proceedings; costs are borne by the Client.

Article 19. Limitation Period

a) The limitation period for all claims and defenses of the Client against the Contractor is one year.

Article 20. Transfer of Contract

a) Transfer of obligations to third parties is only permitted with written consent.

b) The Client remains jointly liable alongside the third party.

Article 21. Applicable Law

a) Dutch law applies.

b) The Vienna Sales Convention is excluded.

c) Disputes are submitted to the competent court in the Contractor’s place of business, unless mandatory law prescribes otherwise.