Terms and conditions

General Terms and Conditions

In these conditions the following terms have the following meanings: Sobolt - Sobolt B.V. and Counterparty - client (whether or not including its employees) or the person with whom Sobolt has concluded an agreement, or with whom Sobolt is negotiating about entering into an agreement.

1. Services

The working arrangements, related to the services and products that are subject of the legal contract between both parties, will be described in the contract, service level agreement or in an separate addendum to the contract, and can not be materially amended without mutual agreement of the parties. In order to be able to complete the services within the agreed timeframe and budget and to fulfill its responsibilities on a timely basis, Sobolt will rely on the client's timely cooperation. During the course of the services, priorities may shift or unexpected events may occur which may necessitate changes to the services and products. In this event, the parties will jointly discuss the anticipated impact on the services and products, and agree on any appropriate adjustments, including to the scope of work, timeframe and budget.

2. Compensation

The client shall compensate Sobolt on a fixed and/or basis in connection with the services, as set forth in the contract between both parties. The compensation scheme for these services is part of the contract between both parties. In case of any unforeseeable work that is necessary for the successful delivery of services and/or products, Sobolt is entitled to recover the associated costs from the client at an hourly rate of € 125,00. The parties agree that Sobolt is solely responsible for any applicable withholding and payment of taxes with respect to Sobolt as required by law. The prices quoted on offers, agreements and invoices from Sobolt are net of VAT and any other government levies, unless explicitly stated otherwise. Sobolt will invoice the client for the Services within 30 days from signing the contract. All invoices are due within 30 days from invoice date.

3. Price indexing

The client shall compensate Sobolt on a fixed and/or basis in connection with the services, as set forth in the contract between both parties. The compensation scheme for these services is part of the contract between both parties. In case of any unforeseeable work that is necessary for the successful delivery of services and/or products, Sobolt is entitled to recover the associated costs from the client at an hourly rate of € 125,00. The parties agree that Sobolt is solely responsible for any applicable withholding and payment of taxes with respect to Sobolt as required by law. The prices quoted on offers, agreements and invoices from Sobolt are net of VAT and any other government levies, unless explicitly stated otherwise. Sobolt will invoice the client for the Services within 30 days from signing the contract. All invoices are due within 30 days from invoice date.

4. Privacy

Sobolt respects the privacy of its Clients. Sobolt is committed to protect your privacy and follows the Dutch and European legislation and guidelines to ensure the protection of its Client’s privacy. In any possible event of infringement of Client’s privacy, Sobolt cannot be held liable.

5. Confidentiality

Each Party agrees to keep confidential any confidential information furnished by either party in connection with the services and products provided. In performing the services and products, Sobolt will use and rely primarily on the confidential information and on information available from public sources without having independently verified the same and does not assume responsibility for the accuracy or completeness of the confidential information or such other publicly available information.

6. Intellectual property

Sobolt will own all data and deliverables that are developed by Sobolt during the project outlined in the contract. All software, applications, code, and all other tangible and intangible property that will be used or developed during the project will stay in the ownership of Sobolt. The client is not entitled to use the intellectual property for the development of services and/or products and/or materials beyond the scope of the project, as outlined in the contract, without Sobolt’s prior written consent. The client is not entitled to sell the intellectual property to any third party without Sobolt’s prior written consent. Sobolt is entitled to use all data, developed before and during the project as outlined in the contract, beyond the scope of the contract between both parties.

7. Disclosure of materials

Sobolt’s work for the Client is confidential and for the Client’s internal use only. The client will not disclose Sobolt materials and/or Sobolt’s name without Sobolt’s prior written permission. Sobolt will not disclose the deliverables (this only includes the final deliverables and not materials and/or intellectual property that have been used for developing the deliverables) and/or client’s name to any third party without the client’s prior written permission, with the exception of the use of Client’s name in press releases or other public announcements.

8. Indemnification

The client remains solely responsible for its decisions, actions, use of the deliverables and compliance with applicable laws, rules and regulations. Sobolt agrees to indemnify and hold the client harmless from and against all loss, liability, damage, cost, or expense to the extent those losses are determined by a final, non-appealable order or arbitral award to have resulted from Sobolt’s gross negligence or willful misconduct in the performance of the services and delivery of products. The client agrees to indemnify and hold Sobolt harmless from any Losses (including the costs of Sobolt’s professional time) relating to the services and products (including any Losses asserted by the client, its agents or representatives, or third parties and any Losses sustained by Sobolt when participating in any legal, regulatory, or administrative proceeding relating to the services and products), except to the extent those losses are determined by a final, non- appealable order or arbitral award to have resulted from Sobolt’s gross negligence or willful misconduct in the performance of the services.

9. Term and termination

This agreement takes effect on the date the contract is signed and shall continue until termination of the contract, premature termination of the contract, or until a new agreed upon date resulting from prolongation of the contract. In the event of any termination, the client will pay Sobolt for the work completed up to the date of termination.

10. Miscellaneous

These Terms & Conditions apply as an addendum to all written agreements by or on behalf of Sobolt. All written agreements, including this document, shall be governed by and construed in accordance with Dutch law.