Surlinio: General Terms and Conditions

TERMS AND CONDITIONS

These are the General Terms and Conditions of Surlinio B.V. (hereinafter referred to as "Surlinio"), a company with address Dr Lelykade 22A, 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:

Terms and Conditions: these general terms and conditions as stated below.
Company: the Other Party acting in the course of a business or profession.
BW: the Civil Code.
Assignment: All work, in whatever form, that Surlinio performs for or on behalf of the Other Party.
Service: All work, in whatever form, that Surlinio performs for or on behalf of the Other Party.
Distance services: an agreement concluded between Surlinio and the Other Party in the context of an organized system for distance services whereby exclusive or partial use is made of one or more communication techniques up to and including the conclusion of the agreement remote;
Distance sales: an agreement that is concluded between Surlinio and the Other Party in the context of an organized system for distance sales whereby exclusive or partial use is made of one or more communication techniques up to and including the conclusion of the agreement remote;
Agreement: Any agreement concluded between Surlinio and the Other Party.
Product: All items that are subject to an Agreement.
Other Party: the Company that has accepted these General Terms and Conditions and has given instructions to perform an Assignment.

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

Applicability

These General Terms and Conditions apply to every offer, quotation and Agreement concluded between Surlinio and the Other Party, 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 implementation of which third parties must be involved.
The applicability of general terms and conditions of the Other Party is expressly rejected.
Deviations from the Agreement and General Terms and Conditions are only valid if they have been expressly agreed in writing between the parties.

Quotations and/or offers

All quotations and/or offers that do not expressly state the contrary are considered an offer without obligation and can always be revoked, even if they contain a term for acceptance. Offers/quotes can also be revoked in writing by Surlinio within seven days after receipt of acceptance, in which case no agreement has been concluded between the parties.
All quotes and/or offers from Surlinio are valid for 2 weeks, unless stated otherwise.
Surlinio cannot be held to its quotations and/or offers if the Other Party should have understood, on the basis of reasonableness and fairness and generally accepted views, that the quotation and/or offer or a part thereof had an obvious contains an error or clerical error.
If the acceptance, whether or not on minor points, deviates from the offer included in the quotation and/or offer, Surlinio will not be bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless Surlinio indicates otherwise.

Conclusion of agreement

The Agreement is concluded upon acceptance by the Other Party of Surlinio's quotation and/or offer.
Quotations and/or offers can only be accepted in writing (including electronically). Surlinio is nevertheless entitled to make an oral acceptance accept it as if it had been done in writing.
At the moment that Surlinio receives an order confirmation from the Other Party, an Agreement is concluded between the parties, or at the moment that Surlinio actually starts with the implementation.
The Agreement supersedes and supersedes all prior proposals, correspondence, agreements or other communications, whether written or oral.

Execution agreement

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

Changes and additional work

If during the execution of the Agreement it appears that it is necessary for a proper execution to change or supplement the Agreement, Surlinio will inform the Other Party of this as soon as possible. Parties will then proceed to amend the Agreement in good time and in mutual consultation.
If the parties agree that the Agreement will be amended/supplemented, the time of completion of the performance may be affected by this. Surlinio will inform the Other Party of this as soon as possible.
If the change or addition to the Agreement will have financial, quantitative and/or qualitative consequences, Surlinio will inform the Other Party about this in advance.
If a fixed rate or fixed price has been agreed, Surlinio will indicate to what extent the amendment/supplement to the Agreement affects the rate/price. Surlinio will try - as far as possible - to make a quotation in advance.
Surlinio will not be able to charge additional costs if the change/addition is the result of circumstances that can be attributed to Surlinio.
Changes to the originally concluded Agreement between the parties are only valid from the moment that these changes have been accepted by both parties by means of an additional or amended Agreement.

Obligations of the Other Party

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

Equipment installation

If agreed, Surlinio will install the equipment or have it installed.
In all cases, the Other Party will provide a suitable installation location with all necessary facilities, such as cabling and telecommunication facilities, before delivery of the equipment. If desired, Surlinio will make an offer to the Other Party regarding the construction of these facilities.
The Other Party will grant Surlinio access to the place of installation for the performance of the necessary work.

Hosting provider

Surlinio does not have its own hosting available. Surlinio engages a third party for hosting. Surlinio acts as a reseller here.
Guarantee regarding the hosting is provided by the hosting provider. Surlinio provides no guarantee with regard to the hosting.
Surlinio is in no way liable and responsible for damage caused by shortcomings of the third parties engaged by Surlinio.
Surlinio is never liable for damage caused by failure, 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 Other Party's website, application or other material and/or accounts.
Surlinio has the right to suspend and/or remove the website, application or other material and/or accounts if the content:
1. has a violent character or refers to a location with a violent content;
2. discriminates;
3. incites, carries out, promotes or promotes illegal activities;
4. is contrary to legislation;
5. has been or is being hacked.
Surlinio is never liable for damage because the website, application or other material and/or accounts of the Other Party contained unlawful content, unless Surlinio was aware of this content.

Malware and/or Viruses

The Other Party does not place any malware and/or viruses on its website, application or other material and/or accounts that could cause damage.
If the Other Party has placed malware and/or viruses on its website, application or other material and/or accounts, the malware and/or virus will be removed immediately.
If it repeatedly occurs that the Other Party deliberately places malware and/or viruses on its website, application or other material and/or accounts, Surlinio has the right to terminate the Agreement and to do anything with the malware and/or virus. disable.

Domain name registration

The applicable rules and procedures of the relevant registering authorities apply to the application and use of the domain name of the Other Party. The registering authorities are responsible for the domain name application. Surlinio is not responsible for honoring the domain name request.
The domain registration takes place in the name and under the responsibility of the Other Party.
Domain registration takes place per calendar year and cannot be changed. Changing the domain registration counts as a new domain registration.
Surlinio is never liable and responsible for damage resulting from the content and use of the domain and domain name.

Risk transition

The Products that are the subject of the Agreement are at the expense and risk of Surlinio until the time of making the Products available to the Other Party as a Company.
The risk of loss, damage or depreciation of Products that are the subject of the Agreement transfers to the Other Party as Company at the time when on Products are available to the Other Party or a third party to be designated by the Other Party.

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 rate has been explicitly agreed, the rate will be determined on the basis of the hours actually spent and Surlinio's usual rates.
Surlinio will provide the Other Party with a statement of all additional costs in good time before concluding the Agreement or provide information on the basis of which these costs can be passed on to the Other Party.
If Surlinio agrees on a fixed price or fixed rate when concluding the Agreement, Surlinio is entitled to increase this, even if the price or rate was not originally stated with reservation.
In the event that Surlinio intends to change the price or rate, it will inform the Other Party of this as soon as possible.
If the increase in the price or rate takes place within three months after the conclusion of the Agreement, the Other Party may dissolve the Agreement by means of a written statement, unless:
1. the increase results from a power or an obligation resting on Surlinio under the law;
2. the increase is caused by an increase in the price of raw materials, taxes, production costs, currency exchange rates, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the Agreement;
3. Surlinio is still prepared to perform the Agreement on the basis of what was originally agreed; or
4. it is stipulated that the performance will be carried out longer than three months after the conclusion of the Agreement.

Obligations of the other party

Payment is made by transfer to a bank account designated by Surlinio, unless otherwise agreed.
Surlinio will send an invoice for the amounts owed by the Other Party. The payment term of each invoice is 14 days after the date of the relevant invoice, unless otherwise stated 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 before the domain name registration.
Objections to the amount of the invoice do not suspend the Other Party's payment obligation.
The Other Party is not authorized to deduct any amount due from a counterclaim made by it.
In the event of non-payment or late payment, the Other Party will be in default by operation of law without notice of default. The Other Party will then owe the statutory commercial interest from the date on which payment became due until the day of full payment, whereby interest over part of the month is calculated over a whole month.
A payment made by the Other Party will first of all be deducted from all interest and costs owed and finally from due and payable invoices that have been outstanding the longest, even if the Other Party states that the payment relates to later invoices.
If the Other Party is in default or in default in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Other Party.
With regard to the extrajudicial (collection) costs, Surlinio is entitled to compensation of 15% of the total outstanding principal sum with a minimum of €200 for each invoice that has not been paid in full or in part.
In the event of bankruptcy, suspension of payment, liquidation, total seizure of assets, death or receivership, the claims of Surlinio and the obligations of the Other Party towards Surlinio are immediately due and payable.
Any reasonable legal costs and execution costs incurred will also be borne by the Other Party.

Retention of Title

The ownership of the Products delivered by Surlinio to the Other Party only transfers to the Other Party when it has properly fulfilled everything and has paid what it owes on the basis of the entire term of the Agreement.
The amount due also includes the reimbursement of all costs and interest (including earlier and later deliveries), as well as claims for damages due to shortcomings in performance.
As long as the ownership of the delivered goods has not been transferred to the Other Party, the Other Party may not resell, pledge or encumber in any other way what falls under the retention of title, except within the normal course of its business.

The Other Party must inspect the delivered Product at the time of delivery, but in any case within 7 days after delivery, whether the delivered Product meets the Agreement, or at least meets the requirements that apply to it in normal trade.< /li>
The Other Party must examine the Service at the time of performance, but in any event within 7 days after performance, to determine whether the Service provided meets the Agreement.
Visible defects and shortcomings must be reported to Surlinio in writing within 7 days after delivery of the Product. The defective Product must be returned together with proof of purchase, unless this is impossible or unreasonably onerous.
Complaints must be reported to Surlinio in writing within 7 days after the Service has been performed.
Invisible defects and shortcomings in a Product must be reported to Surlinio within 7 days after discovery. The defective Product must be returned together with proof of purchase, unless this is impossible or unreasonably onerous.
The right to a (partial) refund of the price, repair or replacement or compensation lapses if defects are not reported within the set period, unless the nature of the Product and/or Service or the circumstances of the case longer term.

Warranties

Surlinio guarantees that the delivered Products comply with the Agreement. Surlinio also guarantees that the delivered Products meet the usual requirements and standards that can reasonably be set for them and that the Products have those properties that, taking all circumstances into account, are necessary for normal use.
Surlinio guarantees that the Services performed comply with the Agreement and are performed with good workmanship and using sound materials.
The guarantee stated in these General Terms and Conditions applies to use within and outside the Netherlands.
If the delivered Product has been produced by a third party, the guarantee provided by this third party applies, unless otherwise indicated.
If the Product delivered and/or the Service performed does not comply with the guarantee, Surlinio will proceed with a free replacement or repair within a reasonable period of time after the Other Party has reported this.
If the warranty period has expired, all costs for repair or replacement (including administration, shipping and call-out costs) will be borne by the Other Party.
Any form of warranty will lapse if a defect has arisen as a result of improper use or lack of care, or it is a result of changes made by the Other Party or third parties to the delivered goods. Nor does Surlinio guarantee any damage resulting from these defects.
The warranty also lapses if the defect is caused by or is the result of circumstances beyond Surlinio's control. These circumstances include weather conditions.

Delivery time

If a term has been agreed or specified for the delivery, then this term 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 harmful consequences for the Other Party due to exceeding delivery terms, unless there is intent or gross negligence on the part of Surlinio.
If Surlinio needs data, materials or instructions from the Other Party that are necessary for the delivery, the delivery time will commence after the Other Party has provided these to Surlinio.
With regard to the agreed delivery periods, Surlinio shall not be in default by operation of law after the expiry thereof. A further written notice of default is always required for this, whereby Surlinio will be granted 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 has otherwise become apparent that Surlinio will not fulfill its obligations under the Agreement. If Surlinio does not deliver within this period, the Other Party has the right to dissolve the Agreement in accordance with Article 265, Book 6 of the Dutch Civil Code.

Maintenance

After delivery and acceptance by the Other Party and after the agreed minimum term of the contract has expired, the Other Party can conclude a maintenance and/or hosting agreement. Surlinio will use separate prices and/or rates for this.
Both the Other Party and Surlinio have the right to cancel the maintenance and/or hosting agreement. The maintenance and/or hosting agreement can be canceled annually with due observance of a notice period of 3 months and must be made in writing.
The costs in connection with such an agreement must always be paid for one year in advance unless otherwise agreed.

Force majeure and unforeseen circumstances

A shortcoming cannot be attributed to Surlinio or the Other Party, as the shortcoming is not due to its fault, nor is it for its account under the law, legal act or generally accepted views. 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 is understood to mean, in addition to what is understood in that area in the law and jurisprudence, all external causes, foreseen or unforeseen, over which Surlinio cannot exert any influence and as a result of which Surlinio is unable to fulfill obligations.
Surlinio's force majeure is in any case understood to mean:
1. strikes;
2. traffic disruptions;
3. government measures that prevent Surlinio from fulfilling its obligations in time or properly;
4. riots, riots, war;
5. traffic obstructions;
6. labour shortage;
7. extreme weather conditions;
8. fire;
9. import, export and/or transit prohibitions; and/or

Termination Agreement

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

application by or grant of suspension of payment to the other party;
application for bankruptcy by or declaration of bankruptcy of the other party; or
liquidation of the other party or non-temporary cessation of the business of the other party.

If the Agreement is dissolved, Surlinio's claims against the Other Party are immediately due and payable. If Surlinio suspends the fulfillment of its obligations, it retains its claims under the law and the Agreement. Surlinio always reserves the right to claim compensation.

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 that the insurer pays Surlinio or up to the amount of the invoice or an amount of € 500, if the invoice amount is higher than € 500.
Direct damage is exclusively understood to mean:
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 have Surlinio's defective performance comply with the Agreement, insofar as these can be attributed to Surlinio; or
3. reasonable costs incurred to prevent or limit damage, insofar as the Other Party 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, loss of profit, lost savings, damage due to business interruption, damage as a result of the provision of inadequate cooperation and/or information by the Other Party, damage due to information provided by Surlinio without obligation or advice, the content of which does not explicitly form 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 the material provided by the Other Party or for misunderstandings or errors with regard to the implementation of the Agreement if these are caused by actions of the Other Party, such as not timely or failure to provide complete, sound and clear data/materials.
Surlinio is never liable for errors if the Other Party has given its approval at an earlier time, or has been given the opportunity to carry out an inspection and has indicated that it has no need for such an inspection.
The liability limitations laid down in this article are also stipulated for the benefit of third parties engaged by Surlinio for the implementation of the Agreement, and Surlinio is never liable for damage caused by shortcomings of these third parties engaged.
Surlinio is not liable for damage to or destruction of documents during transport or during dispatch by post, regardless of whether the transport or dispatch takes place by or on behalf of Surlinio, the Other Party or third parties.

Indemnification

The Other Party indemnifies Surlinio, insofar as the law permits, 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 is caused by Surlinio or by its assistants. o)n(s), auxiliary items or delivered Products or Services has been caused or inflicted.
In addition, the Other Party indemnifies Surlinio, to the extent permitted by law, against all claims from third parties in connection with any infringement of intellectual property rights of these third parties.
The Other Party is always obliged to make every effort 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 "IE Material"), are owned solely by Surlinio or its licensors.
The Other Party will only acquire any rights and powers with regard to the IP Material that arise from the Agreement and/or that are expressly granted in writing.
The Other Party has a duty of confidentiality, and is bound to treat confidentially, with regard to IP Material made available, given that this contains confidential information and trade secrets of Surlino or its licensors.
The Other Party is not permitted to transfer any acquired right or authority with regard to the IP Material to third parties without the prior written consent of Surlinio.
The Other Party is not permitted to remove or change any indication regarding intellectual property rights such as copyrights, trademark rights or trade names from the IP Material, unless otherwise agreed.
Surlinio is allowed to take technical measures to protect the IP Material. If Surlinio has secured the IP Material by means of technical protection, the Other Party is not permitted to remove or evade this protection.
Any exploitation, reproduction, use or disclosure by the Other Party of the IP Material that falls outside the scope of the Agreement or the rights and powers granted will be regarded as a violation of Surlinio's intellectual property rights.
The Other Party will pay Surlinio an immediately due and payable fine of €50,000 per infringing act, which is not subject to judicial mitigation, without prejudice to Surlinio's right to obtain compensation for its damage caused by the infringement or to be allowed to take other legal measures. to bring the infringement to an end.
There will be no violation of intellectual property rights if the Other Party has received explicit written permission from Surlinio for the exploitation, reproduction, use or publication of the IP Material that falls outside the scope of the Agreement or the rights and powers granted. .
Surlinio ensures backup copies of e-mails, websites and databases unless expressly stated otherwise on Surlinio's websites and/or agreed otherwise. However, Surlinio bears no responsibility for any loss of data and resulting damage. However, the backup copies are for your own preservation. The Other Party must also guarantee important information itself.
All IP Material developed by Surlinio for the implementation of the Agreement can be used by Surlinio for its own promotional purposes, unless agreed otherwise with the Other Party.

Privacy

Surlinio respects the privacy of the Other Party. Surlinio handles and processes all personal data provided to it in accordance with the applicable legislation, in particular the General Data Protection Regulation. The Other Party agrees to this processing. Surlinio uses appropriate security measures to protect the personal data of the Other Party.
Surlinio uses the personal data of the Other Party exclusively in the context of the performance of the Agreement or the handling of a complaint.
For more information about privacy, please refer to the Surlinio website.

Expiry period

For all claims and/or powers that the Other Party has against Surlinio and/or against any third parties engaged by Surlinio, a limitation period of one year applies, in deviation from the statutory limitation periods, from the moment an event occurs that causes the Other Party to can use these rights and/or powers against Surlinio and/or any third parties engaged by Surlinio.

Transfer

The Other Party is not permitted to transfer rights and obligations arising from the Agreement to third parties without having obtained written permission from Surlinio.
Surlinio is entitled to attach conditions to this permission.

The provisions of the General Terms and Conditions and the Agreement, which are expressly or by their nature intended to remain in force after termination of this Agreement, will remain in force afterwards and 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.
Subject to evidence to the contrary, Surlinio's records serve as proof of the requests made by the Other Party. The Other Party acknowledges that electronic communication may serve as evidence.
If and insofar as any provision of the General Terms and Conditions and the Agreement is declared null and void or is annulled, the other provisions of these General Terms and Conditions and the Agreement will remain in full force. Surlinio will then adopt a new provision to replace the invalid/annulled provision, whereby the purport of the invalid/annulled provision will be taken into account as much as possible.

Applicable law and choice of forum

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

Surlinio B.V.

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General Terms and Conditions