GENERAL TERMS AND CONDITIONS

These are the General Terms and Conditions of Collabtitude B.V. (hereinafter referred to as “Collabtitude”), a company with address Derde Oosterparklaan 69, Utrecht. Collabtitude is registered with the Chamber of Commerce under number 89847172.

Definitions

In these General Terms and Conditions, the following terms have the following meanings, unless expressly stated otherwise:

General Terms and Conditions: these general terms and conditions as specified below.
Company: the Counterparty acting in the course of a business or profession.
Civil Code: the Dutch Civil Code.
Assignment: all activities, in any form whatsoever, performed by Collabtitude for or on behalf of the Counterparty.
Remote Services: an agreement concluded between Collabtitude and the Counterparty within the framework of an organized system for the provision of remote services, in which up to and including the conclusion of the agreement, use is exclusively or partly made of one or more techniques for remote communication.
Agreement: any agreement concluded between Collabtitude and the Counterparty.
Counterparty: the Company that has accepted these General Terms and Conditions and has given instructions for the execution of an Assignment.

Unless expressly stated otherwise in the General Terms and Conditions, when interpreting the General Terms and Conditions, the singular is deemed to include the plural and vice versa, and a reference to the masculine form is also deemed to include a reference to the feminine form and vice versa.

Applicability

These General Terms and Conditions apply to all offers, quotations, and Agreements concluded between Collabtitude and the Counterparty, unless expressly deviated from in writing by the parties.
These General Terms and Conditions also apply to agreements with Collabtitude for the execution of which third parties must be involved.
The applicability of the Counterparty’s general terms and conditions is expressly rejected.
Deviations from the Agreement and General Terms and Conditions are only valid if expressly agreed upon in writing between the parties.

Quotations and/or Offers

All quotations and/or offers, unless expressly stated otherwise, are deemed to be a non-binding offer and can be revoked at any time, even if they contain a term for acceptance. Offers/quotations can also be revoked in writing by Collabtitude immediately upon receipt of acceptance, but no later than within two working days, in which case no agreement is concluded between the parties.
All quotations and/or offers from Collabtitude are valid for 30 days, unless otherwise stated.
Collabtitude cannot be held to its quotations and/or offers if, based on reasonableness and fairness and the prevailing views in society, the Counterparty should have understood that the quotation and/or offer or part thereof contained an obvious mistake or clerical error.
If the acceptance deviates, whether or not on subordinate points, from the offer stated in the quotation and/or offer, Collabtitude is not bound by it. The Agreement is then not concluded in accordance with this deviating acceptance, unless Collabtitude indicates otherwise.

Conclusion of Agreement

The Agreement is concluded by acceptance by the Counterparty of the quotation and/or offer from Collabtitude.
Quotations and/or offers can only be accepted in writing (including electronically). Nevertheless, Collabtitude is entitled to accept an oral acceptance as if it had been made in writing.
At the moment an order confirmation is signed by both the Counterparty and Collabtitude, an Agreement is concluded between the parties, or at the moment Collabtitude actually starts the execution.
The Agreement replaces and supersedes all previous proposals, correspondence, agreements, or other communications, whether made in writing or orally.

Execution of Agreement

Collabtitude will execute the Agreement to the best of its abilities and in accordance with the requirements of good workmanship.

Collabtitude has the right to have certain activities performed by third parties. The applicability of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is explicitly excluded.

The Counterparty is obliged to provide all necessary information and cooperation to Collabtitude, which is necessary for the proper execution of the Agreement. The Counterparty bears the risk of the correctness, completeness, and reliability of the information provided, even if it originates from third parties.

If it has been agreed that the Agreement will be executed in phases, Collabtitude may suspend the execution of those parts that belong to a subsequent phase until the Counterparty has approved in writing the results of the preceding phase.

If during the execution of the Agreement it appears necessary for a proper execution to amend or supplement the Agreement, the parties will proceed to adjust the Agreement accordingly in a timely manner and in mutual consultation. If the nature, scope, or content of the Agreement, whether or not at the request or instruction of the Counterparty, is changed and this has financial and/or qualitative consequences, Collabtitude will inform the Counterparty accordingly in advance.

Intellectual Property Rights

Unless expressly agreed otherwise in writing, all intellectual property rights arising from the Agreement, including but not limited to copyrights, trademark rights, patent rights, design rights, and database rights, belong exclusively to Collabtitude or its licensors.

The Counterparty is expressly prohibited from reproducing, publishing, or disclosing the goods, products, designs, or services provided by Collabtitude, including software, documentation, reports, and other materials, without the prior written consent of Collabtitude. This prohibition also includes the use of trademarks, logos, or other distinctive signs of Collabtitude.

Fees and Payment

The fees for the services provided by Collabtitude are determined in the Agreement and are exclusive of VAT and other government-imposed levies unless stated otherwise.

Payment must be made within 30 days of the invoice date, in the manner and in the currency specified by Collabtitude, unless otherwise agreed in writing between the parties. Objections to the amount of the invoices do not suspend the payment obligation.

If the Counterparty fails to pay the invoice amount within the agreed period, the Counterparty will be in default by operation of law, without any notice of default being required. In that case, Collabtitude is entitled to charge statutory interest on the outstanding amount from the due date until the date of payment in full.

Termination

Either party has the right to terminate the Agreement with immediate effect if the other party is declared bankrupt, applies for a suspension of payment, or if the enterprise of the other party is liquidated or terminated for other reasons.

Collabtitude has the right to terminate the Agreement with immediate effect if the Counterparty fails to fulfill its obligations under the Agreement or these General Terms and Conditions.

Upon termination of the Agreement, all outstanding amounts become immediately due and payable.

Liability and Indemnification

Collabtitude’s liability towards the Counterparty is limited to the amount paid out by Collabtitude’s professional liability insurance in the relevant case, plus the amount of the deductible applicable under that insurance. If, for whatever reason, no payment is made under the insurance, Collabtitude’s liability is limited to the amount of the fee paid by the Counterparty for the Agreement.

Collabtitude is not liable for damage resulting from acts or omissions

of the Counterparty or third parties engaged by the Counterparty.

The Counterparty indemnifies Collabtitude against all claims from third parties for damage caused by the use of the goods, products, designs, or services provided by the Counterparty to third parties.

Governing Law and Disputes

Dutch law applies to all legal relationships to which Collabtitude is a party.

All disputes arising from or related to the Agreement or these General Terms and Conditions will be submitted exclusively to the competent court in the district where Collabtitude has its registered office, unless mandatory law designates another court as competent.