Terms and Conditions

FROM: Burdock Holding B.V. and all its subsidiary companies.

ARTICLE 1 DEFINITIONS
In these terms and conditions, the following terms are used in the subsequent meanings, unless expressly indicated otherwise:
– Burdock: Burdock Holding B.V. or any of its subsidiary companies, the user of these terms and conditions, the service provider, the seller of services.
– Counterparty: Client of Burdock, Contractor of Burdock, Purchaser of Burdock’s services.
– Agreement: The agreement between Burdock and Counterparty.
– Price: The order amount, The rate, The fee.
– Employee: Employee/Independent contractor of Counterparty deployed by Burdock or deployed by Burdock at Counterparty.

ARTICLE 2 GENERAL
2.1 These conditions apply to every offer and agreement between Burdock and Counterparty, unless explicitly and in writing deviated from these conditions by the parties.

2.2 These terms and conditions also apply to all agreements with Burdock, for the execution of which Burdock makes use of the services of third parties.

2.3 Parties can only deviate from these general terms and conditions in writing.

2.4 If Burdock enters into more than one agreement with Counterparty, these general terms and conditions will apply to all subsequent agreements, regardless of whether they have been declared applicable or provided in writing.

2.5 If one or more provisions in these general terms and conditions are void or annulled, the remaining provisions of these general terms and conditions shall remain fully applicable.

ARTICLE 3 OFFERS AND AGREEMENTS
3.1 All offers, in any form, are non-binding.

3.2 Agreements in which Burdock is a party shall only be considered closed:
a) upon signature by both parties of a drawn-up agreement, from the day of signing, or;
b) upon receipt and approval of the written acceptance by Counterparty of an offer made by Burdock.

3.3 Burdock is entitled to refuse an order if the order conflicts with any code of conduct.

3.4 Prices in the aforementioned offers are in Euros excluding VAT and other government levies, as well as excluding any costs to be incurred in the context of the agreement, including shipping, travel, accommodation, and administration costs, facilities, accommodation costs, unless otherwise agreed upon by the parties.

3.5 Quotes are only valid for the assignments to which they relate and cannot be invoked for subsequent and/or other assignments.

3.6 The files, documents provided to Counterparty in the quote, such as plans, reports, brochures, demos, or storage media, remain the property of Burdock and must be returned to Burdock upon its first request.

ARTICLE 4 AMENDMENT OF THE AGREEMENT
4.1 If it becomes necessary during the execution of the agreement to modify or supplement the activities to be performed for proper execution, the parties shall adjust the agreement accordingly in a timely manner through mutual consultation.

4.2 If the parties agree to modify or supplement the agreement, the completion time of the execution may be affected as a result. Burdock will promptly inform the counterparty of this.

4.3 If the modification or supplementation of the agreement has financial and/or qualitative consequences, Burdock shall notify the counterparty immediately after detecting such consequences.

4.4 If a fixed fee has been agreed upon, Burdock shall indicate to what extent the modification or supplementation of the agreement results in exceeding this fee.

ARTICLE 5 PRICE/COSTS
5.1 The parties may agree on a fixed price when concluding the agreement.

5.2 If no fixed price is agreed upon, the price will be determined based on the actual hours or half-days worked. A half-day consists of 4 working hours. The price will be calculated according to Burdock’s usual hourly or half-day rates applicable during the period in which the work is performed, unless a different hourly rate or half-day rate has been agreed upon.

5.3 An agreed hourly rate/price applies to normal working days from 8:00 AM to 6:00 PM. For work performed outside these hours and on Saturdays, the counterparty is liable for a surcharge of 50%. For work performed on Sundays, as well as on recognized Christian, local, and national holidays, and on public holidays designated by the government, the counterparty is liable for a surcharge of 100%.

5.4 For travel time exceeding 2 hours per day, 50% of the excess travel time will be charged to the counterparty at the agreed hourly rate. In addition, the total travel expenses will be invoiced separately.

5.5 If Burdock agrees with the counterparty on a fixed price, hourly rate, or half-day rate, Burdock is nevertheless entitled to increase the price if Burdock can demonstrate that between the time of the offer and execution, rates such as wages, travel, or accommodation costs have increased by more than 10%.

5.6 Burdock will communicate the intention to increase the price in writing to the counterparty. Burdock will specify the extent of the increase and the date on which it will take effect.

5.7 Burdock is entitled to increase its rates by a minimum of 2.5% annually, effective January 1, unless otherwise agreed upon by the parties.

ARTICLE 6 CANCELLATION OF THE AGREEMENT
6.1 Cancellation of an agreement must be made in writing to Burdock no later than 5 working days before the execution date; otherwise, the counterparty is liable to Burdock for an amount equal to one calendar month’s revenue.

6.2 The counterparty must ensure that Burdock confirms the receipt of the cancellation in writing to the counterparty.

6.3 If Burdock is obligated to pay accommodation costs and/or other costs directly related to the assignment to a third party due to the cancellation by the counterparty, these costs shall be fully borne by the counterparty.

ARTICLE 7 SUSPENSION AND TERMINATION
7.1 Burdock is authorized to suspend the performance of obligations or terminate the agreement if:
– The counterparty fails to fulfill the obligations under the agreement, in whole or in part;
– After concluding the agreement, circumstances come to Burdock’s attention that provide reasonable grounds to fear that the counterparty will not fulfill the obligations;
– In the event that there are reasonable grounds to fear that the counterparty will only partially or inadequately fulfill the obligations, suspension is only permitted to the extent that the deficiency justifies it;
– The counterparty was asked to provide security for the fulfillment of its obligations under the agreement at the time of concluding the agreement and this security is not provided or is insufficient.

7.2 Furthermore, Burdock is entitled to terminate the agreement if circumstances arise that render the fulfillment of the agreement impossible or, according to standards of reasonableness and fairness, can no longer be expected to be maintained without modification.

7.3 If the agreement is terminated, Burdock’s claims against the counterparty become immediately due and payable. If Burdock suspends the performance of obligations, Burdock retains its rights under the law and the agreement.

7.4 Burdock always retains the right to claim compensation for damages.

ARTICLE 8 EXECUTION OF THE AGREEMENT
8.1 Burdock will carry out the services with care, as appropriate, in accordance with the written agreements and procedures established with the counterparty. Burdock will only engage sufficiently qualified personnel in the execution of the agreement.

8.2 Burdock designates the individuals who will perform an assignment. If necessary, Burdock, in the interest of the assignment and if desired by the counterparty and in consultation with the counterparty, may replace these individuals.

8.3 The counterparty must always specify the purpose of the assignment; otherwise, Burdock will perform the assignment based on the information, knowledge, norms, and procedures available to it.

8.4 If the counterparty intends to achieve a specific result, this result must be described in detail so that Burdock can assess in advance whether the desired outcome can be achieved.

8.5 A guaranteed result provided by Burdock can only be achieved if the counterparty has followed all advice, recommendations, and instructions, provided all necessary information, and cooperated in the execution of the agreement. If Burdock is hindered in the execution, the resulting financial consequences shall be borne by the counterparty.

8.6 An assignment is always considered an obligation of effort, as the achievement of a potential result is dependent on numerous external factors beyond Burdock’s control, and thus, a desired result/goal cannot be guaranteed 100%.

8.7 To the extent that proper execution of the agreement requires it, Burdock has the right to have certain tasks performed by third parties.

8.8 The counterparty ensures that all data, documents, files, indicated by Burdock as necessary for the execution of the agreement, or that the counterparty should reasonably understand as necessary, are provided to Burdock in a timely manner. If such information is not timely provided to Burdock for the execution of the agreement, Burdock has the right to suspend the execution of the agreement and/or charge the counterparty for the additional costs resulting from the delay, according to the usual rates.

8.9 If, as part of the assignment, Burdock or third parties engaged by Burdock carry out work at the counterparty’s location or at a location designated by the counterparty, the counterparty shall provide the facilities reasonably requested by the employee, free of charge.

8.10 The location and timing of the execution of the agreement are determined in consultation. However, Burdock is allowed to change the location and timing, provided it discusses this with the counterparty in a timely manner. In general, the change is considered timely if it is communicated at least 48 hours before the execution of the agreement, or a portion thereof.

ARTICLE 9 DURATION OF THE CONTRACT/EXECUTION PERIOD
9.1 The agreement between Burdock and a client is entered into indefinitely, unless the nature of the agreement indicates otherwise, or the parties explicitly and in writing agree otherwise.

9.2 If the client wishes to terminate the agreement prematurely, before Burdock has fully executed the assignment or before the project is completed, Burdock is entitled to compensation for the resulting and demonstrable loss, unless there are facts and circumstances underlying the termination that can be attributed to Burdock. Upon termination, the client is obligated to pay for the invoices for work performed up to that point, the incurred costs, the hours worked, a compensation of 50% of the total price, and the costs arising from any commitments entered into by Burdock with third parties for the fulfillment of the assignment.

9.3 Premature termination is considered when an agreement or project is interrupted or delayed by the client for more than two months, unless the parties agree otherwise.

9.4 If the agreement is terminated by Burdock during its term, Burdock will, in consultation with the client, ensure the transfer of the remaining work to a third party, unless the termination is based on facts and circumstances that are attributable to the client.

9.5 Termination, dissolution, and cancellation of the agreement must be made in writing by registered mail.

ARTICLE 10 BURDOCK EMPLOYEE AND COOPERATION WITH THE COUNTERPARTY
10.1 If the counterparty wishes to use an employee, the parties will draw up an agreement for this purpose. This agreement will specify the number of hours, duration, price, position, and project for which the counterparty wishes to use an employee.

10.2 The costs of the employee will be invoiced based on a fixed hourly rate, unless the parties have agreed otherwise in writing.

10.3 Unless otherwise agreed, Burdock provides the counterparty with a summary of hours worked every four weeks. If no comments on the hours worked are made by the counterparty within 8 days after receiving the summary, Burdock can issue its invoice based on the summary, and the number of hours is considered confirmed.

10.4 The employee will carry out the assignments to the best of their knowledge and ability and in accordance with the requirements of good craftsmanship. The objective or desired result will always be kept in mind during the execution of the work. Deviations from this can only occur if agreed upon in advance with Burdock.

10.5 The employee will carry out the assignment on normal working days and under normal circumstances. Normal working days include all working days from 8:00 AM to 6:00 PM, excluding Saturdays, Sundays, and ADV days, as well as recognized Christian, local, and national holidays, and public holidays designated by the government.

10.6 If there is a difference of opinion between the counterparty and the employee regarding the execution of the assignment, the counterparty must notify Burdock immediately.

10.7 According to Article 7:658 of the Civil Code, the counterparty is obliged to ensure the safety of the employee and to prevent the employee from suffering any damage in any way. In the event of a workplace accident or occupational disease, the counterparty must inform the employer, who, in turn, must involve all competent authorities in accordance with the then-applicable regulations. Except in cases of intent or conscious recklessness of the employee, the counterparty is required to compensate all damage suffered by the employee during the performance of their work, including judicial and extrajudicial costs. If the employee dies, the damage, including compensation for loss of maintenance and funeral costs, is reimbursed by the counterparty to the beneficiaries described in Article 6:108 of the Civil Code.

10.8 If the employee suffers damage due to the destruction or loss of an item belonging to the employee in the context of the agreed assignment, the counterparty is obliged to fully indemnify the employee, including the judicial and extrajudicial costs incurred by the employee.

10.9 The counterparty must be adequately insured against liability under this article. The counterparty indemnifies Burdock from all claims as described in this article, should these claims be brought against Burdock.

10.10 Burdock’s liability for damages caused by the employee to the counterparty or third parties is expressly excluded. If Burdock is nevertheless held liable for any damage caused by the employee, the counterparty indemnifies Burdock from that liability. The counterparty is also required to be adequately insured under this indemnification and the underlying liabilities.

ARTICLE 11 COMPLAINTS
11.1 Complaints about the delivered services must be reported to Burdock by the counterparty immediately in writing, at least within 2 days after the counterparty’s discovery. The notice of default must contain a description of the deficiency as detailed as possible, enabling Burdock to respond adequately.

11.2 If a complaint is justified, Burdock will still perform the services as agreed (or have them performed), unless this has become demonstrably futile for the counterparty in the meantime. The counterparty must communicate this in writing.

11.3 The right to lodge a complaint expires if the counterparty does not notify Burdock during the execution of the work or within 5 working days after the complaint arises.

11.4 Complaints about invoices must also be submitted in writing, within 30 days of the invoice date.

11.5 After the expiration of the above-mentioned periods, the counterparty is considered to have approved the performance and the invoice.

11.6 If performing the agreed-upon activities retroactively is no longer possible or meaningful, Burdock will only be liable within the limits specified in the “Liability” article.

ARTICLE 12 LIABILITY
12.1 If Burdock were to be liable, this liability is limited to what is stipulated in this provision.

12.2 If Burdock is liable for direct damage, this liability is limited to a maximum of the offer amount or the agreed price. In all cases, liability is capped at an amount of €1,000,000.00.

12.3 Contrary to what is stipulated in paragraph 2 of this article, liability is further limited to the price due over the last six months in case of an assignment with a duration longer than six months.

12.4 Direct damage is exclusively understood to mean:
– reasonable costs for determining the cause and extent of the damage, to the extent that the determination pertains to damage within the meaning of these terms;
– any reasonable costs incurred to make the deficient performance by Burdock conform to the agreement, unless these cannot be attributed to Burdock;
– reasonable costs incurred to prevent or limit damage, insofar as the counterparty demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms.

12.5 If the agreement is terminated prematurely, the counterparty cannot hold Burdock liable for achieved results up to the termination date, as an intended result or goal can only be achieved when Burdock can complete the entire agreement.

12.6 Burdock is not liable for damage of any kind caused by Burdock relying on incorrect and/or incomplete information provided by the counterparty.

12.7 Burdock is never liable for damage resulting from provided advice. Advice is always given based on the facts and circumstances known to Burdock and in mutual consultation, where Burdock always takes the counterparty’s intention as a guide and starting point.

12.8 Burdock is never liable for indirect damage, including consequential damage, lost turnover and profit, missed savings, and business interruption damage.

12.9 The counterparty must make copies of all documents, data carriers, electronic files, or software provided to Burdock in case these items are lost or damaged. The counterparty cannot hold Burdock liable for the loss or damage of these items.

12.10 The limitations of liability for direct damage stated in these terms do not apply if the damage is due to intent or gross negligence on the part of Burdock or its employees.

ARTICLE 13 FORCE MAJEURE
13.1 The party that believes it is in a state of force majeure is obliged to immediately inform the other party of this.

13.2 Parties are not obliged to fulfill any obligation if they are hindered from doing so as a result of a circumstance that is not due to fault, and is neither at their expense pursuant to the law, a legal act, or prevailing views.

13.3 In addition to what is understood about force majeure in the law and jurisprudence, force majeure in these general terms means all external causes, foreseen or unforeseen, over which Burdock cannot exert influence, such as fire, theft, employee illness, power and computer failures, and traffic delays, but that prevent Burdock from fulfilling its obligations. Strikes at Burdock’s company are also included.

13.4 Burdock also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Burdock should have fulfilled its obligations.

13.5 During the period that force majeure persists, the parties can suspend the obligations from the agreement. If this period lasts longer than two months, either party is entitled to terminate the agreement, without an obligation to compensate damage to the other party.

13.6 To the extent that at the time of the occurrence of force majeure Burdock has already partially fulfilled its obligations under the agreement or can fulfill them, and the fulfilled or fulfillable part has independent value, Burdock is entitled to separately invoice the fulfilled or fulfillable part. The counterparty is obliged to pay this invoice as if it were a separate agreement.

ARTICLE 14 INDEMNIFICATIONS
14.1 The counterparty indemnifies Burdock against claims from third parties regarding intellectual property rights on documents and data provided by the counterparty and used in the execution of the agreement.

14.2 The counterparty indemnifies Burdock against possible claims from third parties who suffer damage in connection with the execution of the agreement and for which the counterparty is accountable.

14.3 The indemnification as referred to in this article also covers all judicial and extrajudicial costs of Burdock.

14.4 If the counterparty provides data carriers, electronic files, or software to Burdock, the counterparty guarantees that these data carriers, electronic files, or software are free from viruses and defects.

ARTICLE 15 RETURN OF ITEMS PROVIDED
15.1 All items supplied by Burdock, including designs, estimates, brochures, books, photos, reports, advice, software, (electronic) files, films, demos, etc., remain the property of Burdock until the counterparty has fulfilled all obligations from all agreements concluded with Burdock.

15.2 The software provided by Burdock for the execution of the agreement must be used by the counterparty as a careful owner and may only be used by the counterparty for the agreed purpose. The damage resulting from the use of this software on the equipment or software of the counterparty is at the expense and risk of the counterparty.

15.3 If Burdock has provided items to the counterparty in the execution of the agreement, the counterparty must return the delivered items in their original condition, free of defects, and complete within 14 days after the termination or completion of the agreement. If the counterparty fails to fulfill this obligation, all costs resulting from replacement will be borne by the counterparty.

ARTICLE 16 INTELLECTUAL PROPERTY AND COPYRIGHTS
16.1 Without prejudice to the provisions of these general terms, Burdock reserves the rights and authorities that Burdock is entitled to under the Copyright Act and intellectual property law.

16.2 All documents provided by Burdock or used in the execution, such as reports, forms, advice, agreements, designs, sketches, course materials, drawings, brochures, tools, demos, photos, films, videos, software, etc., are intended solely for use by Burdock and the counterparty and may not be duplicated, disclosed, rented, sold, or made known to third parties by the counterparty without prior consent from Burdock, unless the nature of the provided documents dictates otherwise.
16.3 Burdock retains the right to use the increased knowledge resulting from the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.

ARTICLE 17 CONFIDENTIALITY
17.1 Both parties are obligated to maintain the confidentiality of all confidential information obtained from each other or from other sources in the context of the agreement. All information is considered confidential unless one of the parties has communicated in writing to the other party that such information is not confidential.

17.2 If, based on a legal provision or a court ruling, Burdock is obliged to provide confidential information to third parties designated by law or by the competent court, and Burdock cannot invoke a legal or recognized or permitted right of non-disclosure, Burdock is not obliged to pay compensation or indemnity, and the counterparty is not entitled to terminate the agreement due to any damage arising from this.

ARTICLE 18 PERSONNEL
18.1 Without written consent from Burdock, the counterparty is not authorized to enter into an employment relationship with an employee employed by Burdock, during and within 1 year after the execution of the agreement.

18.2 Without written consent from Burdock, the counterparty is not authorized to enter into an employment relationship with an employee, other than employed by Burdock, during and within six months after the execution of the agreement.

18.3 If the counterparty enters into a (direct or indirect) employment relationship with an employee as referred to in articles 18.1 and 18.2 without Burdock’s consent, the counterparty owes Burdock a compensation of at least six times the gross monthly income of the employee, based on a 40-hour workweek. Additionally, the counterparty is obliged to fully fulfill its obligations arising from the existing agreement between the parties.

18.4 The counterparty is not authorized to directly enter into agreements with an employee, and if this is not complied with, the counterparty must compensate the resulting damage to Burdock.

18.5 Burdock is never liable due to obligations or agreements entered into or created by an employee with the counterparty or third parties without Burdock’s knowledge. The counterparty indemnifies Burdock against all claims in this regard, including Burdock’s liability as the employer of the employee.

ARTICLE 19 PAYMENT
19.1 Payment must be made within 30 days of the invoice date in the currency in which the invoice was issued, unless otherwise agreed upon by the parties. Objections to the amount of the invoices do not suspend the payment obligation.

19.2 Burdock is entitled to demand full or partial advance payment of the due amount. After payment of the advance amount, Burdock will commence the execution of the agreement.

19.3 The parties can agree on a payment arrangement.

19.4 If the counterparty defaults on payment within the agreed-upon term, the counterparty is automatically in default. In that case, the counterparty owes interest of 1.5% per month or part of a month, unless the legal (commercial) interest is higher, in which case the highest interest applies. The interest on the amount due will be calculated from the moment the counterparty defaults until the moment of full payment.

19.5 In case of liquidation, (application for) bankruptcy, admission of the counterparty to the statutory debt rescheduling scheme under the Dutch Personal Debt Rescheduling Act, guardianship, attachment, or (provisional) suspension of payments of the counterparty, Burdock’s claims on the counterparty become immediately due and payable.

19.6 Payments made by the counterparty will first be deducted from the costs, then from the accrued interest, and finally from the principal sum and the ongoing interest.

ARTICLE 20 COLLECTION COSTS
20.1 If the counterparty defaults or is in breach of (timely) performance of its obligations, all reasonable costs incurred to obtain satisfaction out of court are at the counterparty’s expense. In any case, in the event of a monetary claim, the counterparty is liable for collection costs. The collection costs are calculated in accordance with the collection rate recommended by the Dutch Bar Association in collection cases, with a minimum of €350.00.

20.2 If Burdock has incurred higher costs that were reasonably necessary, these costs are also eligible for reimbursement. Judicial and execution costs are also charged to the counterparty.

ARTICLE 21 TRANSLATIONS OF THESE TERMS
Only the version of these terms and conditions written in the Dutch language is authentic. In the event of any discrepancies in translation, the Dutch text prevails.

ARTICLE 22 APPLICABLE LAW / COMPETENT COURT
Dutch law applies to every agreement between Burdock and the counterparty. The court in the place of establishment of Burdock has exclusive jurisdiction over disputes between the parties. Nevertheless, Burdock has the right to submit the dispute to the competent court in the Netherlands as prescribed by law.

ARTICLE 23 LOCATION OF THE TERMS
These terms have been filed at the Chamber of Commerce under number 27165113 as of August 21, 2009, and can also be consulted on Burdock’s website.