General Terms and Conditions

Article 1: Definitions
1.1 Client: the natural person, legal entity, or association of persons who has orally or in writing commissioned Nexus Partner to perform work.

1.2 Nexus Partner: sole proprietorship, located and headquartered in Heerlen. 1.3 Work: all work to be performed or already performed by Nexus Partner pursuant to a commission given by the Client.

Article 2: Scope
2.1 These general terms and conditions apply to all oral and written agreements between the Client and Nexus Partner and to all offers and quotations from Nexus Partner to the Client.

2.2 The provisions in these general terms and conditions apply unless the parties have explicitly deviated from them in writing. The applicability of any purchase or other general terms and conditions of the Client is expressly rejected.

Article 3: Formation and Duration of Agreement
3.1 All offers and quotations from Nexus Partner are without obligation unless explicitly stated otherwise.

3.2 The agreement concerning the performance of work is established at the moment a commission from the Client is received and accepted by Nexus Partner, as evidenced by the written confirmation from Nexus Partner or the commencement of the work by Nexus Partner. The agreement is entered into for an indefinite period unless it follows from the nature or scope of the commission that it is for a specific period or a specific project.

Article 4: Cooperation by the Client
4.1 The Client is obliged to provide all data and documents that Nexus Partner deems necessary for the execution of the commission in a timely manner, in the desired form, and in the desired manner. Furthermore, the Client is obliged to provide the cooperation that Nexus Partner deems necessary for the proper execution of the work, such as keeping the Client’s employees available at the agreed times and, if requested, providing adequate office and/or research facilities with appropriate amenities.

4.2 Nexus Partner has the right to suspend the execution of the commission until the Client has fully complied with the obligations in article 4.1.

Article 5: Execution of the Work
5.1 Nexus Partner determines the manner in which the work is executed. In performing the work, Nexus Partner will exercise due care and take into account the interests of the Client to the best of its ability.

5.2 The work is carried out at the offices of Nexus Partner, unless it is agreed that the work will be performed entirely or partially at the Client’s office or another location.

5.3 Nexus Partner is authorized to use the services of third parties in the execution of the agreement with the Client. Nexus Partner will exercise due care in the selection of these third parties. To the extent that the engaged third parties wish to limit their liability in connection with the execution of their work, all commissions given to Nexus Partner include the authority to accept such liability limitations on behalf of the Client. Any liability of Nexus Partner for failures of third parties is excluded.

5.4 If it becomes apparent after the conclusion of the agreement that more work is necessary than originally estimated by Nexus Partner, Nexus Partner will notify the Client as soon as possible, stating the nature, scope, and costs of the additional work. The costs associated with the additional work will be borne by the Client. In such a case, the Client may terminate the agreement in writing by cancellation, unless the additional work arises from changes in relevant laws and regulations. In case of termination pursuant to this article, the Client is obliged to pay Nexus Partner for the work already performed and to reimburse the costs already incurred by Nexus Partner.

5.5 Nexus Partner will adhere to the agreed deadlines for the execution of the work as best as possible. Merely exceeding a (delivery) deadline does not put Nexus Partner in default, unless it has been explicitly agreed in writing that this (delivery) deadline is to be considered a final deadline.

5.6 Neither party is required to fulfill any obligation if it is prevented from doing so as a result of force majeure. Force majeure includes, among other things, war, danger of war, (natural) disasters, strikes, blockades, serious business disruptions, fire, prolonged computer disruptions, accidents, epidemics, illness of employees of Nexus Partner involved in the execution of the work or third parties engaged by Nexus Partner, and late delivery by suppliers of Nexus Partner.

Article 6: Complaints Procedure
6.1 If the Client is not satisfied with the performed work or the service of Nexus Partner, or if the Client disagrees with (the amount of) an invoice received, he can file a complaint with the management of Nexus Partner.

6.2 If the Client indicates with a complaint or claim—or if it is otherwise clear—that the report and provided solution have not led to a satisfactory result for him and that he maintains his complaint or claim, Nexus Partner will assess, based on the provisions of article 7, whether it is liable for the damage suffered by the Client. Nexus Partner will communicate its position to the Client as soon as possible.

Article 7: Liability
7.1 Nexus Partner accepts liability only to the extent that this results from the provisions of article 7 of these general terms and conditions. If Nexus Partner offers compensation or reimbursement for damage or inconvenience suffered by the Client in the context of handling a complaint as referred to in article 6.1, this cannot be construed as an acceptance of liability by Nexus Partner.

7.2 Nexus Partner is not liable for damage suffered by the Client due to shortcomings in the execution of the work by Nexus Partner, unless this damage is the result of intent or gross negligence by one or more executives or employees of Nexus Partner.

7.3 Damage that the Client believes has been caused by a shortcoming of Nexus Partner attributable to the intent or gross negligence of its executives or employees must be reported to Nexus Partner in writing as soon as possible, but in any case within thirty (30) days after its occurrence. Damage not reported within this period is not eligible for compensation unless the Client can reasonably demonstrate that he could not have reported the damage earlier.

7.4 Nexus Partner is in no case liable for consequential damage, indirect damage, or business damage.

7.5 If, despite articles 7.2, 7.3, and 7.4, Nexus Partner becomes liable at any time for damage suffered by the Client due to a shortcoming in the execution of the work, this liability is in all cases limited to the total amount involved in the commission, with the understanding that in the case of continuing performance agreements, the total liability is in all cases limited to the fee payable by the Client for a period of no more than three months immediately preceding the occurrence of the damage-causing event.

7.6 The Client indemnifies Nexus Partner against all third-party claims that are directly or indirectly related to the execution of the commissioned work. This indemnification also includes claims from employees of Nexus Partner who suffer damage due to an act or omission by the Client or due to an unsafe situation in its organization.

Article 8: Cancellation and Termination
8.1 The Client is authorized to cancel the agreed work in writing without costs, provided the cancellation is received by Nexus Partner at least ten (10) working days before the agreed start time of the work. In case of later cancellation, Nexus Partner is entitled to charge the Client the full agreed amount for the work to be performed. If the work consists of providing training or education, changing the agreed date is considered a cancellation within the meaning of this article.

8.2 Nexus Partner strives to ensure that scheduled training or education always proceeds. If unforeseen circumstances require Nexus Partner to cancel or reschedule a planned training or education, Nexus Partner accepts no liability for any resulting damage to the Client and/or the individual participants of the training or education.

8.3 Nexus Partner is authorized to terminate the agreement immediately by written notice to the other party in case of: (application for) bankruptcy of the Client, (application for) suspension of payment of the Client, attachment against the Client, or (imminent) liquidation or cessation of the Client’s business. All amounts still owed by the Client under the agreement become immediately due. Nexus Partner is never liable for damages to the Client in case of termination under this article.

Article 9: Payment
9.1 Payment of the invoice amount by the Client must be made within thirty (30) days after the invoice date, unless otherwise agreed, in euros, by transferring the invoice amount to a bank account designated by Nexus Partner, and, insofar as the payment relates to work, without any right to deduction or set-off. A complaint or dispute concerning the invoice does not suspend the Client’s payment obligation.

9.2 If payment is not made within the term mentioned in article 9.1, the Client is in default by operation of law and Nexus Partner has the right, without further notice or formal demand, to charge the Client interest of 10% per month from the due date until the date of full payment, without prejudice to Nexus Partner’s further rights. All costs resulting from judicial or extrajudicial collection of the claim, including Nexus Partner’s internal costs and the costs of third parties engaged by it, are fully borne by the Client. Extrajudicial costs are set at 15% of the amount due, unless the actual costs are higher.

Article 10: Prices
10.1 All mentioned prices are exclusive of VAT and any other government-imposed levies, unless otherwise stated.

10.2 Unless a fixed total price for the work has been agreed, Nexus Partner has the right to adjust the prices for the agreed work annually on January 1, based on the most recently published Consumer Price Index for “other services not mentioned elsewhere” (126A) by the Central Bureau of Statistics. Price changes will be communicated in writing in advance by Nexus Partner.

10.3 Nexus Partner is entitled to demand full or partial advance payment from the Client for the work. Additionally, if the Client’s creditworthiness gives cause, Nexus Partner is entitled to require the Client to provide security for the fulfillment of its financial obligations.

10.4 Nexus Partner has the right to suspend the execution of the work before the commencement and during the execution until the Client has paid the requested advance for the work to be performed or has provided the requested security.

Article 11: Intellectual Property Rights
11.1 All intellectual property rights to the documents, software, or other materials developed or made available by Nexus Partner are exclusively vested in Nexus Partner or its licensors. The Client only has a right to use these documents, software, and other materials for the purpose for which they were provided and is not authorized to otherwise use, reproduce, publish, edit, modify, or exploit these documents, software, and other materials.

11.2 The Client is not authorized to remove or alter any indication regarding copyrights, trademarks, trade names, or other intellectual property rights from the documents, software, or other materials referred to in article 11.1.

11.3 In case of violation of the provisions in article 11.1 or article 11.2, the Client forfeits a penalty of EUR 25,000 per violation, as well as a penalty of EUR 2,500 per day that the violation continues after notification by Nexus Partner.

Article 12: Confidentiality
12.1 The Client and Nexus Partner mutually commit to maintaining the confidentiality of confidential information about each other’s organization, which has been provided in the course of the work or otherwise come to the knowledge of the other party.

12.2 Without prejudice to the provisions of article 12.1, Nexus Partner is authorized to publish about the work performed and to be performed for the Client, unless otherwise agreed.

Article 13: Applicable Law and Competent Court
13.1 All agreements with and offers from Nexus Partner to which these general terms and conditions apply are governed exclusively by Dutch law.

13.2 All disputes that in any way relate to the agreements and offers to which these terms and conditions apply will be exclusively submitted to the competent court in Maastricht.