General terms and conditions

1 Definitions.

a. Dutch Tech On Heels, registered with the Chamber of Commerce under number 85849146;

b. Client: the natural or legal person on whose behalf services are provided/ work is performed or goods are supplied and who acts in the exercise of a profession or business;

c. Agreement: the agreement entered into between Dutch Tech On Heelsand Client;

d. Parties: Dutch Tech On Heelsand Client.

2 Applicability

a. These conditions are applicable to every offer, quotation and Agreement between Dutch Tech On Heelsand Client to which Dutch Tech On Heelshas declared these conditions applicable insofar as these conditions have not been expressly deviated from by Parties in writing;

b. These conditions are also applicable to agreements of third parties engaged by Dutch Tech On Heelsin the context of an assignment;

c. The applicability of purchase or other conditions of Customer or any third party engaged by him is explicitly excluded.

engaged by him is expressly rejected;

d. If one or more provisions of these General Terms and Conditions prove to be wholly or partially void, the remaining provisions shall remain in force. Client and PR Gurus will in that case enter into consultation in order to agree upon a new provision(s) to replace the original provision;

e. If Dutch Tech On Heelsdoes not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that Dutch Tech On Heelswould to any extent lose the right to require strict compliance with the provisions of these conditions in other cases.

3 Quotations, offers and prices

a. All quotations and offers of Dutch Tech On Heelsare without obligation, unless a deadline for acceptance is set in the quotation or offer;

b. Parties will make binding agreements in advance about the costs related to the preparation of a quotation or offer;

c. Quotations are based on information received from the Client. Client warrants that he has provided Dutch Tech On Heelswith all necessary information in a timely and truthful manner;

d.  Dutch Tech On Heelscannot be held to a quotation or offer if the Customer can reasonably understand that the quotation or offer contains a mistake or slip of the pen;

e. All prices are exclusive of VAT and other government levies and exclusive of costs of third parties engaged;

f. Dutch Tech On Heelsis entitled to increase a fixed price if that increase arises from an obligation under the law or regulations or is caused by cost-determining factors that could not be foreseen at the start of the Agreement;

g. Dutch Tech On Heelsreserves the intellectual property of all designs, images, drawings and sketches provided;

h. A composite quotation does not oblige Dutch Tech On Heels to perform part of the Contract at a corresponding part of the quoted price;

i. Offers or quotations do not automatically apply to future orders.

4 Agreement

a. The Agreement is entered into for an indefinite period unless it appears from the Agreement that it is entered into for a definite period;

b. An Agreement entered into for a definite period cannot be terminated prematurely, unless continuation would be unacceptable according to standards of reasonableness and fairness. In that case the notice period is one month;

c. With the Agreement Dutch Tech On Heelsassumes an obligation of effort and gives no guarantee about the results of the assignment. Dutch Tech On Heels therefore does not sit in your entrepreneurial chair and expressly requests the following: "We support you in effectively promoting your business. We come up with great and effective ideas and focus on the goal of getting the most out of your business in terms of PR value. But you, as an entrepreneur remain responsible at all times for the success of your own product or service."

d. Dutch Tech On Heels will only engage a third party to perform the assignment after prior approval by the Client. Articles 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code are expressly excluded in that case;

e.  An agreed deadline for completion of certain work or delivery of certain goods shall never be a deadline;

f.  Any additions or changes desired by the Client to the agreed work, hereinafter referred to as Additional Work, shall be brought to the attention of Dutch Tech On Heels by the Client in the usual manner of communication or confirmed by Dutch Tech On Heelsto the Client in the usual manner of communication. A request for Additional Work must be accepted by Dutch Tech On Heels. Additional Work will be charged at the rate agreed upon in the Agreement unless expressly agreed otherwise;

g. Quotes are based on information received from Client. The Client warrants that he has provided Dutch Tech On Heels with all necessary information in good time and truthfully. Additional work will also be involved if as a result of the provision of incorrect or incomplete information additional work has to be carried out by the Client;

h. Additional work may affect the agreed upon delivery time;

i. Dutch Tech On Heels is entitled to execute the contract in several phases and to invoice the part thus executed separately.

j. If the contract is executed in phases, Dutch Tech On Heels may suspend the execution of those parts belonging to a subsequent phase until the Client has approved in writing the results of the preceding phase.

k. The Client shall promptly notify Dutch Tech On Heels in writing or electronically of changes in his postal and email address, bank account number and telephone number. The Dutch Tech On Heels may continue to consider the address provided by the Client as such until a new address is communicated to him;

l. If work is performed by the Contractor or a third party engaged by the Contractor in the context of the Engagement at the Client's location or a location designated by the Client, the Client shall provide, free of charge, the facilities reasonably required by Dutch Tech On Heels.

5. Termination

a. The parties may terminate the Agreement for an indefinite period with a notice period of one month. The termination must take place in writing;

b.  Dutch Tech On Heels is entitled to compensation in case of premature termination and if the reason for the termination is not attributable to him. Within that framework, the parties agree that the compensation is in advance equal to the full agreed compensation, regardless of whether Dutch Tech On Heels has performed all the agreed work;

c. The notice period does not apply if there is (an application for) bankruptcy, suspension of payments, application of a legal debt rescheduling scheme, receivership, seizure of more than three months, termination of the work or sale of the company of one of the Parties;

6 Dissolution and suspension of the agreement

a. The Agreement may be immediately terminated or suspended by Dutch Tech On Heels if:

I.  The Client fails to fulfill its obligations, in full or in a timely manner, or if Dutch Tech On Heels has good reason to fear that the Client will not fulfill its obligations;

II.  On the part of the Client there is a case of (application for) bankruptcy, suspension of payments, application of a legal debt rescheduling scheme, receivership, seizure of more than three months, termination of work or sale of the company;

b. Dutch Tech On Heels may suspend performance of the contract if the Client fails to provide Dutch Tech On Heels with all necessary information required for proper performance in a timely and truthful manner;

c. Dutch Tech On Heels may dissolve the Agreement if performance of the Agreement has become permanently impossible or if unaltered maintenance cannot reasonably be required of it;

d. Additional costs arising from non-cooperation by the Client shall be borne by the Client;

e. If Dutch Tech On Heels proceeds with suspension or dissolution, PR Gurus' claims shall be immediately due and payable;

f. Dutch Tech On Heels is not liable for compensation of damages and costs that would arise as a result of suspension or dissolution;

g. If dissolution or suspension is attributable to the Client, the Client shall be obliged to compensate Dutch Tech On Heels for any direct and indirect damages;

7 Electronic communication

a. The communication between Parties will, within the framework of the Agreement, be able to take place by electronic mail.

8 Complaints, advertising, expiry periods

a. Client must complain in writing to Dutch Tech On Heels within 8 days after he has discovered or should have discovered a defect in the delivered performance. If the complaint is not made in time, the possibility of claiming the defect expires;

b. The client must give Dutch Tech On Heels the opportunity to investigate a complaint (or have it investigated);

c. If a complaint is unfounded, the costs incurred by PR Gurus shall be borne by the Client,. These costs are fixed in advance at a minimum of € 250, - excluding VAT;

d. Notwithstanding the statutory limitation periods, the limitation period of all claims and defenses of Customer against Dutch Tech On Heels is one year.

9 Payment and Collection

a. Payment must be made within the agreed period;

b. If Client fails to pay on time, he will be in default and he will owe the statutory (commercial) interest plus 2% from the moment he is in default until the moment of payment;

c. By expiry of the term of payment the Client shall be in default by operation of law, without notice of default being required. As soon as the Client is in default, all (future) claims of Dutch Tech On Heels against the Client shall become immediately due and payable and in respect of those claims too the default shall commence without notice of default or other prior declaration within the meaning of art. 6:80 ff. of the Dutch Civil Code. In that case Dutch Tech On Heels is authorized to suspend his/her obligations under any agreement entered into with the Customer until full payment of all due and payable claims has been received;

d. Payments shall first be deducted from costs, then from accrued interest, then from principal and accrued interest;

e. Client shall never be entitled to suspension and/or setoff;

f. If Client is in default with the (timely) fulfillment of any (payment) obligation, then, in addition to the principal sum and interest, all costs incurred in obtaining satisfaction out of court shall be borne by Client. In case the Client is in default of payment of the amounts invoiced by Dutch Tech On Heels to the Client, then the Client shall owe Dutch Tech On Heels (among other things) the extrajudicial (collection) costs. In that case, Dutch Tech On Heels, in deviation from article 6:96 paragraph 5 of the Civil Code, also in deviation from the Decree on compensation for extrajudicial collection costs, is entitled to a compensation and payment of the extrajudicial (collection) costs, which will now be fixed at an amount equal to 15% of the total outstanding principal amount with a minimum of € 150,- for each invoice left partially or completely unpaid.

10 Liability and Force Majeure

a. Dutch Tech On Heels is not liable for damages, of any kind, caused by Dutch Tech On Heels’ reliance on incorrect and/or incomplete information provided by or on behalf of the Client;

b. Dutch Tech On Heels shall take out adequate insurance against business risks. Should Dutch Tech On Heels be liable for any damage, then such liability shall be limited to a maximum of the amount of the claim, at least that part of the amount to which the liability relates, or to the insured amount increased by the excess, insofar as there is no question of deliberate intent or gross negligence on the part of Dutch Tech On Heels;

c. Dutch Tech On Heels shall only be liable for direct damage. Dutch Tech On Heels shall never be liable for indirect damage including consequential damage, loss of profit, missed savings and damage due to business stagnation;

d. Dutch Tech On Heels may suspend the obligations under the contract during the period of force majeure on the part of PR Gurus. If this period lasts longer than 2 months, then either party is entitled to dissolve the contract, without any obligation to pay damages to the other party;

e. If the Agreement is terminated by Dutch Tech On Heels, it will, in consultation with Client, arrange for the transfer of work still to be performed to third parties;

f.  Insofar as Dutch Tech On Heels has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfill them, Dutch Tech On Heels is entitled to invoice the part already fulfilled or to be fulfilled respectively separately. The Customer is obliged to pay this invoice.

11 Indemnification of third parties

a. The Client indemnifies Dutch Tech On Heels against any claims of third parties, who suffer damages in connection with the execution of the contract and the cause of which is not attributable to Dutch Tech On Heels;

b. Should Dutch Tech On Heels be sued by third parties for this reason, the Client is obliged to assist Dutch Tech On Heels both extra-judicially and judicially and to do immediately all that may be expected of him in that case. Should the Customer fail to take adequate measures, Dutch Tech On Heels is entitled, without notice of default, to take such measures itself. All costs and damages incurred on the part of Dutch Tech On Heels and third parties as a result will be entirely at the expense and risk of the Client.

12 Disputes and applicable law

a. Any contract between Dutch Tech On Heels and the Client is governed by Dutch law;

b. Disputes shall in the first instance be submitted to the competent court in the place of business of Dutch Tech On Heels, unless otherwise required by law. However, Dutch Tech On Heels remains authorized to bring the dispute before the competent court of the Client's place of business or residence.

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