General Terms and Conditions

These are the General Terms and Conditions of Surlinio B.V. (hereinafter referred to as "Surlinio"), a company with a visiting address at Theresiastraat 142-144, 2593 AT The Hague. Surlinio is registered with the Chamber of Commerce under number 60691611.

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 set out below.
Company: the Counterparty acting in the course of a business or profession.
BW: the Dutch Civil Code.
Assignment: all work, in whatever form, that Surlinio performs for or on behalf of the Counterparty.
Service: all activities, in whatever form, that Surlinio performs for or on behalf of the Counterparty.
Distance Service: an agreement concluded between Surlinio and the Counterparty within the framework of an organized system for providing services at a distance whereby, up to and including the conclusion of the agreement, one or more means of distance communication are used exclusively or partly;
Distance Purchase: an agreement concluded between Surlinio and the Counterparty within the framework of an organized system for selling at a distance whereby, up to and including the conclusion of the agreement, one or more means of distance communication are used exclusively or partly;
Agreement: any agreement concluded between Surlinio and the Counterparty.
Product: all items that are the subject of an Agreement.
Counterparty: the Company that has accepted these General Terms and Conditions and has commissioned the performance of an Assignment.

Unless the General Terms and Conditions expressly provide otherwise, in interpreting the General Terms and Conditions the singular shall be deemed to include the plural and vice versa, and a reference to the masculine form shall be deemed to include a reference to the feminine form and vice versa.

Applicability

These General Terms and Conditions apply to every offer, quotation and Agreement concluded between Surlinio and the Counterparty, unless the parties have expressly deviated from these General Terms and Conditions in writing.
These General Terms and Conditions also apply to agreements with Surlinio for the performance of which third parties need to be engaged.
The applicability of the Counterparty’s general terms and conditions is expressly rejected.
Deviations from the Agreement and the General Terms and Conditions are only valid if expressly agreed in writing between the parties.

Offers and/or quotations

All offers and/or quotations in which the contrary is not expressly stated shall be considered non-binding and may always be revoked, even if they contain a period for acceptance. Offers/quotations may also be revoked by Surlinio in writing within seven days of receipt of acceptance, in which case no agreement has been concluded between the parties.
All offers and/or quotations from Surlinio are valid for 2 weeks, unless otherwise stated.
Surlinio cannot be held to its offers and/or quotations if the Counterparty, based on reasonableness and fairness and societal norms, should have understood that the offer and/or quotation or any part thereof contains an obvious mistake or typographical error.
If the acceptance deviates, whether or not on minor points, from the offer included in the quotation and/or proposal, Surlinio is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless Surlinio indicates otherwise.

Formation of the agreement

The Agreement is concluded by acceptance by the Counterparty of Surlinio’s quotation and/or offer.
Quotations and/or offers can only be accepted in writing (including electronically). Nevertheless, Surlinio is entitled to accept an oral acceptance as if it had been made in writing.
At the moment Surlinio receives an order confirmation from the Counterparty, an Agreement between the parties is concluded, or at the moment Surlinio actually begins performance.
The Agreement supersedes and replaces all previous proposals, correspondence, arrangements or other communications, whether written or oral.

Performance of the agreement

The Agreement will be performed by Surlinio to the best of its knowledge and ability, in accordance with the requirements of good workmanship. The application of Articles 7:404, 7:407 paragraph 2 and 7:409 of the BW is expressly excluded.
Surlinio determines the manner in which and by which person(s) the Assignment is carried out. Surlinio is entitled to have certain work performed by third parties.

Changes and additional work

If during performance of the Agreement it becomes apparent that it is necessary for proper performance to modify or supplement the Agreement, Surlinio will inform the Counterparty thereof as soon as possible. The parties will then proceed in a timely manner and by mutual agreement to amend the Agreement.
If the parties agree that the Agreement is to be amended/supplemented, the time of completion of the performance may be affected. Surlinio will inform the Counterparty of this as soon as possible.
If the modification or supplement to the Agreement will have financial, quantitative and/or qualitative consequences, Surlinio will inform the Counterparty in advance.
If a fixed fee or fixed price has been agreed, Surlinio will indicate to what extent the modification/supplement to the Agreement affects the fee/price. In doing so, Surlinio will endeavor—wherever possible—to provide a price quote in advance.
Surlinio may not charge additional costs if the modification/supplement is the result of circumstances attributable to Surlinio.
Changes to the Agreement originally concluded between the parties are only valid from the moment these changes have been accepted by both parties by means of a supplementary or amended Agreement.

Obligations of the Counterparty

The Counterparty shall ensure that all data, instructions, materials and/or equipment that Surlinio indicates are necessary or that the Counterparty should reasonably understand are necessary for the performance of the Agreement are made available in a timely manner. The Counterparty must also grant Surlinio access and all powers and authorizations needed to properly carry out the Assignment.
The Counterparty is responsible for the (use of) equipment and software in its organization, as well as for control and security procedures and adequate system management.
If it is agreed that the Counterparty will make software, materials or data available on data carriers, these shall meet the specifications necessary for the performance of the work.
Surlinio is not liable for damage of any nature whatsoever resulting from Surlinio having relied on incorrect and/or incomplete information provided by the Counterparty, unless Surlinio should have been aware of this inaccuracy or incompleteness.
If the materials provided by the Counterparty are protected by intellectual property rights, the Counterparty guarantees that it has the required licenses.
The Counterparty must refrain from conduct that makes it impossible for Surlinio to properly perform the Assignment.
If work is performed by Surlinio or third parties engaged by Surlinio at the Counterparty’s location or a location designated by the Counterparty in the context of the Assignment, the Counterparty shall provide the facilities reasonably required free of charge.
If the Counterparty has not fulfilled its obligations as set out in this article, Surlinio has the right to suspend the performance of the Agreement and/or to charge the Counterparty for the additional costs resulting from the delay at the usual price or rates.

Installation of equipment

If agreed, Surlinio will install or have the equipment installed.
In all cases, prior to delivery of the equipment, the Counterparty shall provide an appropriate installation site with all necessary facilities, such as cabling and telecommunications facilities. At the Counterparty’s request, Surlinio will issue a quotation for the installation of these facilities.
The Counterparty shall grant Surlinio access to the place of installation for the performance of the necessary work.

Hosting provider

Surlinio does not have its own hosting at its disposal. Surlinio engages a third party for hosting. In this respect, Surlinio acts in the capacity of a reseller.
The warranty with regard to hosting is provided by the hosting provider. Surlinio does not provide any warranty in respect of hosting.
Under no circumstances is Surlinio liable or responsible for damage caused by shortcomings of the third parties engaged by Surlinio.
Surlinio is never liable for damage caused by outages, malfunctions, deactivation, loss of data at the hosting provider and third parties engaged by Surlinio, regardless of the cause.

Content

Surlinio is not responsible for the content and information of the Counterparty’s website, application or other material and/or accounts.
Surlinio has the right to set the website, application or other material and/or accounts to non.active and/or remove them if the content:
1. is violent in nature or refers to a location with violent content;
2. is discriminatory;
3. incites, carries out, promotes or praises illegal activities;
4. is contrary to legislation;
5. has been hacked or is being hacked.
Surlinio is never liable for damage because the Counterparty’s website, application or other material and/or accounts contained unlawful content, unless Surlinio was aware of this content.

Malware and/or viruses

The Counterparty shall not place malware and/or viruses on its website, application or other material and/or accounts that may cause damage.
If the Counterparty has placed malware and/or viruses on his or her website, application or other material and/or accounts, the malware and/or virus will be removed immediately.
If it repeatedly occurs that the Counterparty intentionally places malware and/or viruses on his or her website, application or other material and/or accounts, Surlinio has the right to terminate the Agreement and to deactivate whatever is related to the malware and/or virus.

Domain name registration

The applicable rules and procedures of the relevant registering authorities apply to the Counterparty’s application for and use of the domain name. The registering authorities are responsible with regard to the domain name application. Surlinio is not responsible for honoring the domain name application.
The domain registration is made in the name and under the responsibility of the Counterparty.
The domain registration is per calendar year and cannot be changed. Changing the domain registration is considered a new domain registration.
Surlinio is never liable or responsible for damage arising from the content and use of the domain and the domain name.

Transfer of risk

The Products that are the subject of the Agreement remain for the account and risk of Surlinio until the time the Products are made available to the Counterparty as a Company.
The risk of loss, damage or depreciation of Products that are the subject of the Agreement passes to the Counterparty as a Company at the moment the Products are available to the Counterparty or a third party designated by the Counterparty.

Prices

Unless expressly agreed otherwise in writing, the prices and rates indicated by Surlinio are always exclusive of VAT.
The prices and rates are exclusive of shipping, travel, accommodation and other expenses, unless otherwise agreed.
If no specific rate has been expressly agreed, the rate will be determined based on the actual hours spent and Surlinio’s customary rates.
Surlinio will notify the Counterparty in good time before concluding the Agreement of all additional costs or provide data on the basis of which these costs can be charged to the Counterparty.
If Surlinio agrees a fixed price or fixed rate upon concluding the Agreement, Surlinio is entitled to increase it, even if the price or rate was originally not given under reservation.
In the event that Surlinio intends to change the price or rate, it will inform the Counterparty as soon as possible.
If the increase in the price or rate occurs within three months of concluding the Agreement, the Counterparty may terminate the Agreement by written declaration, unless:
1. the increase arises from an authority or an obligation resting on Surlinio pursuant to the law;
2. the increase is caused by a rise in the price of raw materials, taxes, production costs, exchange rates, wages, etc., or on other grounds that were reasonably unforeseeable at the time the Agreement was entered into;
3. Surlinio is nevertheless willing to perform the Agreement based on what was originally agreed; or
4. it has been stipulated that performance will take place more than three months after the conclusion of the Agreement.

Obligations of the counterparty

Payment shall be made by transfer to a bank account designated by Surlinio, unless otherwise agreed.
Surlinio will send an invoice for the amounts owed by the Counterparty. The payment term for each invoice is 14 days after the date of the relevant invoice, unless otherwise indicated on the invoice or otherwise agreed.
Invoicing takes place quarterly in advance, unless otherwise agreed.
Hosting and domain registration must always be paid in advance for a period of one year.
The invoice for domain name registration must be paid prior to the domain name registration.
Objections to the amount of the invoice do not suspend the Counterparty’s payment obligation.
The Counterparty is not entitled to deduct from the amount due any amount on account of a counterclaim asserted by it.
In the event of non-payment or late payment, the Counterparty shall be in default by operation of law without notice of default. From the date on which payment became due, the Counterparty shall owe the statutory commercial interest until the day of full payment, with interest on part of a month being calculated over a full month.
A payment made by the Counterparty shall first be applied to reduce all interest and costs due and finally to the oldest outstanding payable invoices, even if the Counterparty states that the payment relates to later invoices.
If the Counterparty fails to perform or is in default in the (timely) performance of its obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Counterparty.
With regard to extrajudicial (collection) costs, Surlinio is entitled to compensation of 15% of the total outstanding principal amount with a minimum of €200 for each invoice that is not paid in full or in part.
In the event of bankruptcy, suspension of payments, liquidation, general attachment of assets, death or guardianship, Surlinio’s claims and the Counterparty’s obligations towards Surlinio shall become immediately due and payable.
Any reasonable legal costs and execution costs shall also be borne by the Counterparty.

Retention of title

Title to the Products delivered by Surlinio to the Counterparty shall not pass to the Counterparty until it has duly performed and fulfilled everything it owes under the entire term of the Agreement.
The amounts owed also include the reimbursement of all costs and interest (also of earlier and later deliveries), as well as claims for damages due to failure to perform.
As long as title to the delivered goods has not passed to the Counterparty, the Counterparty may not resell, pledge or otherwise encumber what falls under the retention of title, except in the normal course of its business.

Complaints

The Counterparty must, at the time of delivery and in any case within 7 days after delivery, examine the delivered Product to determine whether the delivered Product is in accordance with the Agreement, or at least meets the requirements that apply in normal commercial practice.
The Counterparty must, at the time of performance and in any case within 7 days after performance, examine whether the Service provided conforms to the Agreement.
Visible defects and shortages must be reported to Surlinio in writing within 7 days of delivery of the Product. The defective Product must be returned together with the proof of purchase, unless this is impossible or unreasonably burdensome.
Complaints must be reported to Surlinio in writing within 7 days after performance of the Service.
Non-visible defects and shortages in a Product must be reported to Surlinio within 7 days of their discovery. The defective Product must be returned together with the proof of purchase, unless this is impossible or unreasonably burdensome.
The right to (partial) refund of the price, repair or replacement, or compensation shall lapse if defects are not reported within the stipulated period, unless a longer period follows from the nature of the Product and/or Service or the circumstances of the case.

Warranties

Surlinio warrants that the delivered Products conform to the Agreement. Surlinio also warrants that the delivered Products meet the usual requirements and standards that may reasonably be set for them and that the Products possess the properties necessary for normal use, taking all circumstances into account.
Surlinio warrants that the Services performed conform to the Agreement and are performed with good workmanship and using sound materials.
The warranty specified in these General Terms and Conditions applies to use within and outside the Netherlands.
If the delivered Product was manufactured by a third party, the warranty provided by this third party shall apply, unless otherwise indicated.
If the delivered Product and/or the Service performed does not comply with the warranty, Surlinio will, after the Counterparty has reported this, proceed within a reasonable period to replacement or repair free of charge.
If the warranty period has expired, all costs for repair or replacement (including administration, shipping and call-out costs) shall be borne by the Counterparty.
Any form of warranty lapses if a defect has arisen as a result of improper use or lack of due care, or is the result of changes made to the delivered goods by the Counterparty or third parties. Nor is Surlinio liable for any damage resulting from these defects.
The warranty also lapses if the defect has arisen due to or as a result of circumstances over which Surlinio has no influence. These circumstances include, among others, weather conditions.

Delivery period

If a period has been agreed or given for delivery, this period is only indicative and can never be regarded as a strict deadline, unless expressly agreed in writing.
Surlinio is not liable in the event of adverse consequences for the Counterparty due to the exceeding of delivery periods, unless there is intent or gross negligence on the part of Surlinio.
If Surlinio requires data, materials or instructions from the Counterparty that are necessary for delivery, the delivery time will commence after the Counterparty has provided these to Surlinio.
With regard to the agreed delivery periods, it does not apply that Surlinio is in default by operation of law after their expiry. This requires a further written notice of default each time, allowing Surlinio a period of at least 14 days to fulfill its obligations.
A notice of default is not required if delivery has become permanently impossible or if it is otherwise apparent that Surlinio will not fulfill its obligations under the Agreement. If Surlinio still fails to deliver within this period, the Counterparty has the right to dissolve the Agreement in accordance with Article 265 of Book 6 of the BW.

Maintenance

After delivery and acceptance by the Counterparty and after the expiry of the agreed minimum term of the contract, the Counterparty may conclude a maintenance and/or hosting agreement. Surlinio will apply separate prices and/or rates for this.
Both the Counterparty and Surlinio have the right to terminate the maintenance and/or hosting agreement. The maintenance and/or hosting agreement can be terminated annually subject to a notice period of 3 months and must be done in writing.
The costs related to such an agreement must always be paid one year in advance unless otherwise agreed.

Force majeure and unforeseen circumstances

A failure cannot be attributed to Surlinio or the Counterparty, as the failure is not due to their fault, nor is it for their account by virtue of law, legal act or generally accepted practice. In this case, the parties are also not obliged to fulfill the obligations arising from the Agreement.
In the General Terms and Conditions, force majeure includes, in addition to what is understood by law and case law in this area, all external causes, foreseen or unforeseen, over which Surlinio has no influence and as a result of which Surlinio is not able to fulfill its obligations.
Force majeure on the part of Surlinio in any case includes:
1. strikes;
2. traffic disruptions;
3. government measures preventing Surlinio from fulfilling its obligations on time or properly;
4. riots, uprising, war;
5. traffic obstructions;
6. shortage of labor;
7. extreme weather conditions;
8. fire;
9. import, export and/or transit bans; and/or

Termination of the agreement

The parties may terminate the Agreement at any time by mutual consent.
The parties may terminate the Agreement in writing with a notice period of 3 months, but only after the agreed minimum term has expired.
The parties may terminate the Agreement with immediate effect in writing in the event of:

application for or granting of suspension of payments to the other party;
application for bankruptcy by or bankruptcy of the other party; or
liquidation of the other party or non-temporary cessation of the other party’s business.

If the Agreement is dissolved, Surlinio’s claims against the Counterparty become immediately due and payable. If Surlinio suspends the performance of its obligations, it retains its rights under the law and the Agreement. Surlinio always retains the right to claim damages.

Liability

Surlinio is only liable for direct damage caused by gross negligence or intent on the part of Surlinio, and not for more than the amount paid out to Surlinio by the insurer or up to the amount of the invoice or an amount of € 500, if the invoice amount is higher than € 500.
Direct damage is understood to mean exclusively:
1. reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of the General Terms and Conditions;
2. reasonable costs incurred to ensure that the defective performance of Surlinio complies with the Agreement, insofar as these can be attributed to Surlinio; or
3. reasonable costs incurred to prevent or limit damage, insofar as the Counterparty demonstrates that these costs have led to limitation of direct damage as referred to in the General Terms and Conditions.
Surlinio is never liable for indirect damage, including consequential damage, lost profits, missed savings, damage due to business interruption, damage resulting from the provision of defective cooperation and/or information by the Counterparty, damage due to non-binding information or advice provided by Surlinio whose content is not expressly part of the Agreement, and all damage that does not fall under direct damage within the meaning of these general terms and conditions.
Surlinio is never liable for errors in material provided by the Counterparty or for misunderstandings or errors regarding the performance of the Agreement if these are the result of acts of the Counterparty, such as the failure to timely provide complete, sound and clear data/materials.
Surlinio is never liable for errors if the Counterparty has given approval at an earlier time, or has been given the opportunity to carry out a check and has indicated that it has no need for such a check.
The limitations of liability laid down in this article are also stipulated for the benefit of the third parties engaged by Surlinio for the performance of the Agreement, and Surlinio is never liable for damage caused by shortcomings of these engaged third parties.
Surlinio is not liable for damage to or destruction of documents during transport or during postal dispatch, regardless of whether the transport or dispatch is carried out by or on behalf of Surlinio, the Counterparty or third parties.

Indemnification

The Counterparty indemnifies Surlinio, insofar as permitted by law, with regard to liability towards one or more third parties, which has arisen from and/or is related to the performance of the Agreement, regardless of whether the damage was caused or inflicted by Surlinio or by its auxiliary persons, auxiliary items or (delivered) Products and/or Services.
In addition, the Counterparty indemnifies Surlinio, insofar as permitted by law, against all claims from third parties in connection with any infringement of intellectual property rights of these third parties.
The Counterparty is always obliged to do everything possible to limit the damage.

Intellectual property

All intellectual property rights to all products, materials, analyses, designs, sketches, software, equipment, documentation, advice, reports, (electronic) information and preparatory material thereof (collectively the "IP Material") developed or made available in the context of the performance of the Agreement are vested exclusively in Surlinio or its licensors.
The Counterparty acquires only such rights and powers in respect of the IP Material as arise from the Agreement and/or are expressly granted in writing.
The Counterparty has a duty of confidentiality and must handle the IP Material made available confidentially, as it contains confidential information and trade secrets of Surlinio or its licensors.
The Counterparty is not permitted to transfer any acquired right or authority in respect of the IP Material to third parties without the prior written consent of Surlinio.
The Counterparty is not permitted to remove or modify any indication regarding intellectual property rights such as copyrights, trademark rights or trade names from the IP Material, unless otherwise agreed.
Surlinio is permitted to take technical measures to protect the IP Material. If Surlinio has secured the IP Material by means of technical protection, the Counterparty is not permitted to remove or circumvent this protection.
Any exploitation, reproduction, use or disclosure by the Counterparty of the IP Material that falls outside the scope of the Agreement or the granted rights and powers shall be considered an infringement of Surlinio’s intellectual property rights.
For such infringement, the Counterparty shall pay Surlinio an immediately payable penalty of €50000 per infringing act, which is not subject to judicial mitigation, without prejudice to Surlinio’s right to have its damage caused by the infringement compensated or to take other legal measures to terminate the infringement.
There will be no infringement of intellectual property rights if the Counterparty has obtained express written permission from Surlinio for exploitation, reproduction, use or disclosure of the IP Material that falls outside the scope of the Agreement or the granted rights and powers.
Surlinio ensures backup copies of e-mails, websites and databases unless expressly stated otherwise on Surlinio’s websites and/or otherwise agreed. However, Surlinio accepts no responsibility for any loss of data and the resulting damage. The backups are for Surlinio’s own retention. The Counterparty must also safeguard important information itself.
All IP Material developed by Surlinio for the performance of the Agreement may be used by Surlinio for its own promotional purposes, unless otherwise agreed with the Counterparty.

Privacy

Surlinio respects the Counterparty’s privacy. Surlinio treats and processes all personal data provided to it in accordance with applicable laws and regulations, in particular the General Data Protection Regulation. The Counterparty consents to this processing. To protect the Counterparty’s personal data, Surlinio applies appropriate security measures.
Surlinio uses the Counterparty’s personal data exclusively in the context of the performance of the Agreement or the handling of a complaint.
For more information about privacy, please refer to Surlinio’s website.

Limitation period

For all claims and/or powers that the Counterparty has against Surlinio and/or against third parties possibly engaged by Surlinio, a limitation period of one year applies, deviating from the statutory limitation periods, from the moment an event occurs that enables the Counterparty to invoke these rights and/or powers against Surlinio and/or the third parties possibly engaged by Surlinio.

Transfer

The Counterparty is not permitted to transfer to third parties rights and obligations arising from the Agreement without having obtained Surlinio’s written consent.
Surlinio is entitled to attach conditions to this consent.

The provisions of the General Terms and Conditions and the Agreement which expressly or by their nature are intended to remain in force after termination of this Agreement shall remain in force thereafter and shall continue to bind both parties.

Other

Any deviations from these General Terms and Conditions can only be agreed in writing. No rights can be derived from such deviations with regard to legal relationships entered into later.
Surlinio’s administration shall constitute, subject to evidence to the contrary, proof of the applications made by the Counterparty. The Counterparty acknowledges that electronic communications may serve as evidence.
If and insofar as any provision of the General Terms and Conditions and the Agreement is nullified or annulled, the other provisions of these General Terms and Conditions and the Agreement shall remain in full force and effect. Surlinio will then establish a new provision to replace the null and void/annulled provision, taking into account the purport of the null and void/annulled provision as much as possible.

Applicable law and forum selection

All Agreements, the General Terms and Conditions, and all non-contractual rights and obligations arising therefrom shall in all respects be governed by Dutch law.
All disputes between Surlinio and the Counterparty which may arise in connection with an Agreement and/or the General Terms and Conditions, or with agreements resulting therefrom, shall in the first instance be settled by the competent court of the District Court of The Hague.

Surlinio B.V.