General terms and conditions weCOMPLY

Article 1 Definitions

1. GRCguard B.V., a private limited company with its registered office in Rijen, the Netherlands, Chamber of Commerce number 80048293, is referred to in these general terms and conditions as the “Service Provider”.
2. The Service Provider’s counterparty is referred to as the “Client” in these general terms and conditions.
3. The Service Provider and the Client are together referred to as the “Parties”.
4. The “Agreement” is the agreement between the Parties for the provision of services.

Article 2 Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, work, agreements and deliveries of services or goods by or on behalf of the Service Provider.
2. Any deviation from these terms and conditions is only allowed if explicitly agreed in writing by the Parties.

Article 3 Payment

1. Invoices must be paid within 30 days of the invoice date unless the Parties have agreed otherwise in writing or the invoice specifies a different payment period.
2. The Client must make payment – without any recourse to suspension or set-off – by transferring the amount due to the bank account specified by the Service Provider.
3. If the Client is in default, the Service Provider will collect its invoice. The costs incurred for this will be borne by the Client.
4. If the Client is liquidated or is bankrupt or insolvent, subject to an attachment or has been granted a suspension of payments, the Service Provider’s claims against the Client will be immediately due and payable.
5. If the Client refuses to cooperate with the Service Provider’s implementation of an order, it will nevertheless be obliged to pay the agreed price to the Service Provider.

Article 4 Offers and quotations

1. The Service Provider’s offers are valid for no longer than one month unless any offer specifies a different period for acceptance. If the offer is not accepted within that specified period, it will cease to apply.
2. Delivery times in quotations are indicative and, if exceeded, do not entitle the Client to termination of the Agreement or compensation unless the Parties have explicitly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. The Parties must agree this explicitly and in writing.

Article 5 Prices

1. The prices stated in the Service Provider’s offers, quotations and invoices are exclusive of VAT and any other government taxes, unless explicitly stated otherwise.
2. The Parties may agree on a fixed price for the service provision when concluding the Agreement.
3. If no fixed price has been agreed, the rate for the service provision may be determined based on the hours actually spent. The rate will be calculated according to the Service Provider’s customary hourly rates applicable to the period in which it carries out the work, unless the Parties have agreed a different hourly rate.
4. If no rate based on the hours actually spent has been agreed, the Parties will agree a target price for the services, in which case the Service Provider will be entitled to deviate from it by up to 10%. If it transpires that the target price is going to be more than 10% higher than the agreed price, Service Provider will inform the Client in a timely manner why this higher price is legitimate. In that case, the Client will be entitled to eliminate any part of the order that exceeds the target price plus 10%.

Article 6 Price Indexation

1. The prices and hourly pay agreed when concluding the Agreement are based on the then current pricing. The Service Provider has the right to adjust the charges to be made to the Client on 1 January of every year unless otherwise agreed.
2. The Client will be notified of these adjusted prices, rates and hourly pay as soon as possible.

Article 7 The Client’s provision of information

1. The Client will supply the Service Provider with all the information relevant to carrying out the order.
2. The Client is obliged to provide all the data and documents which the Service Provider considers it needs to correctly carry out the order, and to do so in the desired form and manner and in good time.
3. The Client guarantees the accuracy, completeness and reliability of the data and documents it supplies to the Service Provider, even if they originate from third parties, unless it is unable to do so due to the nature of the order.
4. The Service Provider will return the relevant documents if and to the extent requested by the Client.
5. If the Client fails to supply the data and documents required by the Service Provider, or fails to do so properly or on time, and the implementation of the order is delayed as a result, the resulting additional costs and fees will be borne by the Client.

Article 8 Withdrawal of an order

1. The Client is free to withdraw an order issued to the Service Provider at any time.
2. If the Client does so, it will be obliged to pay the stipulated charges and the expenses incurred by Service Provider.

Article 9 Performance of the Agreement

1. The Service Provider will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. The Service Provider is entitled to have work carried out by third parties.
3. The Agreement will be performed in consultation between the Parties and following written agreement, and after any agreed advance payment has been made.
4. The Client will use its best efforts to ensure that the Service Provider can start work on the order in a timely manner.

Article 10 Term of the Agreement

1. The Agreement between the Client and the Service Provider is open-ended unless the nature of it dictates otherwise or the Parties have explicitly agreed otherwise in writing.
2. If the Parties have agreed a deadline for the completion of certain work within the term of the Agreement, it will be met. The Service Provider must inform the Client by email or in writing if this period is going to be exceeded.

Article 11 Amendment of the Agreement

1. If, while the Agreement is being performed, it transpires that the work to be carried out needs to be altered or supplemented to ensure that the order is carried out properly, the Parties will together amend the Agreement accordingly and in a timely manner.
2. If the Parties agree to amend or supplement the Agreement, that could affect the time to completion or performance of the order. The Service Provider will notify the Client of this as soon as possible.
3. If the amendment or supplement to the Agreement has financial consequences and/or consequences in terms of quality, the Service Provider will notify the Client of this, in writing, as soon as possible.
4. If the Parties have agreed a fixed fee, the Service Provider will indicate the extent to which the amendment or supplement to the Agreement will result in an overrun of this fee.

Article 12 Force majeure

1. The provisions of Article 6:75 of the Dutch Civil Code (“DCC”) apply to the Agreement.

Article 13 Transfer of rights

1. The rights of either party under this Agreement may not be transferred without the other party’s prior written consent. This provision qualifies as a clause with property-law effect within the meaning of Article 3:83(2) DCC. Consent to a transfer will not be delayed or postponed and will not be withheld on unreasonable grounds.

Article 14 Insurance

1. The Parties undertake to take out and maintain insurance for items necessary for the performance of the underlying Agreement as well as for items belonging to the Service Provider that are present at the Client’s premises and items delivered under retention of title, against inter alia fire, explosion, water damage and theft.
2. The Parties will make any such insurance policy available for inspection upon request.

Article 15 Liability & damages

1. Subject to the limitations of this article, any party that imputably fails to perform its obligation(s) will be liable to compensate the other party for any damage suffered or to be suffered by it.

Article 16 Obligation to complain

1. The Client is obliged to immediately report complaints about the work performed to the Service Provider by email or in writing. Any such complaint must contain as detailed a description of the shortcoming as possible, thus enabling the Service Provider to respond adequately.

Article 17 Intellectual property

1. Unless the Parties have agreed otherwise in writing, the Service Provider retains all absolute intellectual property rights (including copyright, patent, trade mark, drawing and design ­rights, etc.) to all designs, drawings, documents, data carriers, quotations, images, sketches, models (including scale models), etc.
2. These absolute intellectual property rights may not be copied, shown to third parties and/or made available or otherwise used without the Service Provider’s written consent.
3. The Client undertakes to maintain secrecy with respect to the confidential information the Service Provider provides to it. Confidential information means in any case anything to which this article refers as well as company data. The Client undertakes to impose a written duty of confidentiality corresponding to the scope of this article on its staff and/or any third parties involved in the performance of the Agreement.

Article 18 Confidentiality

1. Each party will maintain confidentiality with regard to the information it receives (in any form) from the other party as well as with regard to any other information about the other party which it knows or has reasonable grounds to suspect is secret or confidential, as well as with regard to information which it might expect would harm the other party if it were disseminated, and will take all the measures needed to ensure that its staff also keeps such information confidential.
2. The confidentiality obligation referred to in the first paragraph of this article does not apply to information:
   1. which was already public at the time it was received by the recipient or has subsequently become public without the recipient having breached any confidentiality obligation incumbent upon it;
   2. which the recipient can prove was already in its possession at the time the other party provided that information to it;
   3. which the recipient receives from a third party who was entitled to provide it to the recipient;
3. The confidentiality obligation described in this article will apply for the duration of the Agreement and for three years after it ends.

Article 19 Penalty for a breach of confidentiality

1. If either party breaches any provision of the preceding article, it will immediately owe the other party a penalty of EUR 10,000 (in words: ten thousand euro), excluding VAT, without the need for judicial intervention. This penalty will not preclude the latter party from seeking additional compensation from the party in breach.

Article 20 Non-recruitment clause

1. The Parties will not employ each other’s employees (or any employees of companies engaged by the Service Provider to perform the Agreement and who are or have been involved in performing it). Nor will the Parties have such employees work for them, directly or indirectly, in any other way. This prohibition will apply for the duration of the Agreement and for one year after it ends. There is one exception to this, however: the Parties may agree different arrangements with each other which must be in writing in order for them to apply.

Article 21 Dispute resolution

1. These general terms and conditions are governed by Dutch law.

The Dutch courts have jurisdiction over any and all disputes arising from them. Any and all disputes arising from these general terms and conditions will be submitted to the competent court of the District Court of Zeeland-West Brabant.