General terms and conditions 

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These General Terms and Conditions (hereinafter referred to as: “Terms”), are used by Gen25 B.V. and Gen25 Ltd., hereinafter referred to as: “the Contractor”.
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Clause 1: Definitions

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1.1 The definitions in these Terms shall have the following meaning:

Affiliated Company:  an entity that is related through common ownership or control.
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Agreement: any agreement or legal relationship between the Parties in respect of the provision of Services, any amendment thereof or supplement thereto, as well as all and any acts related to the implementation of the Agreement;

Business Day: a calendar day from 08:30 and 17.00 Central European Time (CET), except for weekends and official national holidays in the Netherlands;
Customer: any person or legal entity with whom the Contractor wishes to enter into, or has entered into a legal relationship;
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Fee: the fee(s) due and owed by the Customer to the Contractor as consideration arising from the Services and relating to the Agreement;
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Party: the Customer or the Contractor;
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Services: services provided by the Contractor as described in the Agreement or Statement of Work;
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Statement of Work: a written service order concerning certain Services, as entered into between the Customer and the Contractor, as part of the Agreement;
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Supplier: a supplier, subcontractor or licensor of the Contractor with which one of the corporations of the Contractor has a legal relationship; 
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Clause 2: Services

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2.1 The provision of Services shall take place at a date set by the Contractor at its discretion, and on a case by case basis as set forth in the Agreement and the Contractor is authorised to deliver the Services in parts and to request payment for each (sub)delivery, unless otherwise agreed by Parties in writing.

2.2 The Customer will use the Services at its own discretion, for its own account and at its own risk. The Contractor will vouch for the suitability of the Services, as described in the Statement of Work, but cannot provide any additional guarantees.

2.3 The Contractor may use the services of its Affiliated Companies without prior approval from the Customer. If the Contractor uses the services of its Affiliated Companies it will not charge additional fees; the services provided by Affiliated Companies are considered to be included in the quotation as described in the Statement of Work.

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2.4 In the case that the Customer has not entered into an Agreement with the Contractor concerning support services, the Contractor cannot be obliged by the Customer to conclude such a service level agreement at a later point in time.

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Clause 3: Customer Obligations

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3.1 The Customer is responsible for the required communication, data, backup and storage facilities for the use of the Services, including the internet, as well as where it concerns the choice of staff members and their timely and complete availability.

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3.2 The Customer is solely responsible for the use of the Service provided by the Contractor, maintaining due care and confidentiality in respect of access thereto and use thereof, and for its configuration of the Service. The Customer has the obligation to only use the Services within the boundaries of the terms of the Agreement, these Terms and the applicable laws.

Clause 4: Contractor Obligations

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4.1 The Contractor shall make available qualified persons for the delivery of Services and shall make every effort to carry out delivery to the best of their knowledge and ability.

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4.2 The Contractor shall not be liable for entire or partial failure to comply with any obligation of or on behalf of the Contractor arising from an Agreement, if such failure to comply cannot be imputed to (nor is a consequence of) their fault, nor is accountable to them pursuant to law, juristic act or generally accepted practice (anticipated or not) and which therefore cannot be imputed to the Contractor. Such a situation may be understood to include a non-attributable shortcoming of a Supplier.

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4.3 In such situations, the Contractor shall have the right to suspend the present and related obligations without requiring any judicial intervention or - if such a situation has lasted for more than two calendar months - to terminate the Agreement concerned in writing in whole or in part, without the Contractor being held to any compensation or guarantee. In the case of termination in whole or in part, all that has already been performed pursuant to the Agreement shall be settled proportionately, without any further mutual debt between Parties.

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Clause 5: Fee & Payment

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5.1 All invoices of the Contractor shall be paid integrally and not later than thirty calendar days after the date of the invoice. Payment shall take place without any set-off, deduction or suspension. Any objections to any invoice or Fee invoiced shall be made known to the Contractor in a timely manner in writing, which is before the due date of the related invoice.

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5.2 The Contractor is authorised to adjust the applicable fee(s) per contract year within reasonable limits based upon the Consumer Price Index (CPI), as published by the Central Bureau for Statistics (www.cbs.nl). the Contractor shall notify the increase to the Customer not later than two (2) months prior to the expiry of the initial duration (or any extension thereof).

5.3 If the Customer does not pay the amounts due within the period as referred to in Article 5.1, then the Customer shall be in default. In the event of default:  (i) the Customer shall pay to the Contractor the amount due accumulated with statutory interest, as well as debt collection costs of 15% to be calculated over the outstanding principal amount, and; (ii) the Contractor (in addition to the other rights to which it is entitled under the Agreement) shall be authorised to suspend the Services in whole or in part after prior notification by the Contractor.

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Clause 6: Non-Disclosure

6.1 Both the Contractor and the Customer shall treat all data and information that each obtains from the other Party with respect to the Services as well as commercial, strategic, technical data, knowledge or other information connected with that other Party as strictly confidential and shall not disclose such information to others. For the avoidance of doubt, any data or information uploaded by the Customer is considered confidential information of the Customer. Also, each Party shall not make announcements about this to third parties, except for announcements set forth in Article

6.2 It is only allowed to deviate from the provisions in Article 6.1 if (i) the relevant deviation has been explicitly provided for in the Agreement, (ii) the related information was already generally known without any breach of confidence by a Party or any third party before the Agreement was realised, (iii) the prior written permission of the Party concerned was obtained, or (iv) the related information must be made public to satisfy a mandatory decision to that extent of a legal authority, in which case the Party concerned shall inform the other Party in advance.

6.3 Each Party may divulge that the Customer has entered into the Agreement and the Contractor may describe its activities on account of the Agreement in its marketing materials in general, non-confidential terms. Furthermore, the Customer agrees that after the Agreement has been signed, the Contractor may issue a press release.

6.4 The non-disclosure obligations shall survive the termination of the Agreement for a period of two years from the date of termination thereof.

Clause 7: Intellectual Property Rights

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7.1 All rights of intellectual property of the Customer or data of the Customer are and shall remain the property of the Customer. The Contractor and its Suppliers are the exclusive owner of all rights and titles to and of all segments of the Services, including the intellectual property rights, the functionality thereof, and data therein if and insofar as these are not Customer data. The Customer shall acquire no rights whatsoever than explicitly described in these Terms, the Statement of Work and in the Agreement.

7.2 The Contractor shall indemnify the Customer against any claims based on a substantiated allegation of a third party that the Services infringe intellectual property rights valid in the Netherlands and other member states of the European Union. In such case, the Customer shall inform the Contractor thereof immediately in writing, in detail, and further offer its cooperation to the Contractor in, but not limited to, legal proceedings and/or negotiations. In the case of aforementioned claims by third parties the Contractor may, at its discretion, replace, or amend the Services in whole or in part or dissolve the Agreement in whole or in part, in which latter case the Contractor shall return any fees paid by the Customer for Services not yet provided on a pro rata basis.
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Clause 8: Liability

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8.1 Except in cases of willful misconduct or gross recklessness on the part of the Contractor, the Contractor is not liable for:
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(i) indirect damage;
(ii) damage caused by intent or willful recklessness of:
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1. servants or agents;
2. non-managerial staff of the Contractor
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(iii) any other damage if and insofar as the total amount of such damage exceeds the amount of the Fees - exclusive of VAT - invoiced by the Contractor to the Customer pursuant to the Agreement concerned (or the relevant part thereof) and paid by the Customer to the Contractor, payable for the Services during the twelve-month period before of the obligation to pay damages, with a maximum of EUR 250,000.
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Indirect damage includes in any event - but is not limited to: consequential damage, loss of profit, loss of production, lost savings, loss of and damage to data (files), transport costs, travel and hotel expenses, and damage caused by business interruption
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Under other / direct damage (under iii) is understood: all damage that does not fall under the term "indirect damage".
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Should the competent court regard the exoneration clause concerning indirect damage as unreasonably onerous, the Contractor shall under no circumstances accept any liability for indirect damage if and insofar as the total amount of such damage exceeds the amount of the Fees - exclusive of VAT - invoiced by the Contractor to the Customer pursuant to the Agreement concerned - or the relevant part thereof -and paid by the Customer to the Contractor, payable for the Services during the twelve-month period before the obligation to pay damages arose with a maximum of EUR 250,000.
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So, for example, if the indemnity obligation arises on March 1, 2022, the Contractor's total indemnity obligation will not exceed the sum of the Fees paid by the Client in the period March 1, 2021 to February 28, 2022, with a maximum of EUR 250,000.

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Clause 9: Termination

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9.1 Neither Party is entitled to terminate the Agreement during the then current Term of provisioning of Services, stated in the Statement of Work, except if explicitly  stated in Articles 9.2 or 9.3

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9.2 Each Party shall be entitled to terminate the Agreement in whole or in part with immediate effect, without requiring any further notice of default and without requiring any prior judicial intervention, by registered letter, if the other Party applies for bankruptcy or for administrative receivership or is declared bankrupt.

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9.3 The Agreement may be terminated in whole or in part by the Contractor for any breach of contract including, without limitation, the Customer’s non-payment of fees, infringement of non-disclosure or data protection obligations, the Contractor’s intellectual property rights, or (anticipated) breach of mandatory law. Termination will only become active after fourteen days have passed after the date of the letter in which the Customer is notified of default or breach, this without prejudice to other rights the Contractor may be entitled to.

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9.4 Any term or condition of these Terms, which by their nature extend beyond its termination shall survive termination of any kind and remain in effect.

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Clause 10: Miscellaneous

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10.1 Each Party declares towards the other Party that for the duration of the Agreement and for one year after termination, or for one year after the Service End Date of the most recent Statement of Work, that it shall not directly or indirectly (either for itself or on the behalf of others) employ or offer to employ or contract staff members of the other Party who were involved in carrying out the Agreement or have them work otherwise for it, unless the prior explicit written permission of that other Party has first been obtained. In the event of violation of the provisions herein, the infringing Party shall owe to the other Party amongst others a penalty immediately due and payable of one years’ gross annual salary per staff member in question, without prejudice to the right of that other Party to recover its full damage from the infringing Party.

10.2 Each Party may transfer the rights and obligations under the Agreement with prior written consent of the other Party.

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10.3 These Terms, the Agreement and related matters hereto shall be governed by the laws of the Netherlands. The Vienna Sales Convention 1980 (CISG) shall not apply to this Agreement.

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10.4 All disputes arising in connection with the Agreement, these Terms and related matters shall be exclusively and finally settled by the competent court in the Netherlands.

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Terms & Conditions v2.6 - March 2024

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