Article 1: Definitions

1.  Horse and Talent, established in Leidschendam, Chamber of Commerce number 84911581, is referred to as service provider in these general terms and conditions.

2. The other party of the service provider is referred to as the client in these general terms and conditions.

3. The parties are service provider and client together.

4. The agreement means the agreement for services between the parties.

Article 2: Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, activities, agreements and deliveries of services or goods by or on behalf of the service provider.

2. Deviation from these terms and conditions is only possible if this has been expressly agreed in writing by the parties.

3. The agreement always contains best efforts obligations for the service provider, not obligations of result.

Article 3: Payment

1. Invoices must be paid within 14 days of the invoice date, unless the parties have made other agreements about this or a different payment term is stated on the invoice.

2. If the client does not pay within the agreed term, he will be in default by operation of law, without any reminder being required. From that moment on, the service provider is entitled to suspend the obligations until the client has fulfilled his payment obligation.

3. If the client remains in default, the service provider will proceed with collection. The costs related to such collection shall be borne by the client. If the client is in default, he owes statutory interest, extrajudicial collection costs and other damage to the service provider. The collection costs are calculated on the basis of the Decree compensation for extrajudicial collection costs.

4. In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of the service provider against the client are immediately due and payable.

5. If the client refuses to cooperate with the execution of the assignment by the service provider, he is still obliged to pay the agreed price to the service provider.

Article 4: Offers and quotations

1. Offers are without obligation and are valid for a maximum of 2 months, unless a different term of acceptance is stated in the offer. If the offer is not accepted within that term, the offer will lapse.

2. Delivery times in quotations are indicative and if they are exceeded, they do not entitle the buyer to dissolution or compensation, unless the parties have expressly agreed otherwise in writing.

3. Offers and quotations do not automatically apply to repeat orders. Parties must agree expressly and in writing.

Article 5: Prices

1. The prices stated on offers, quotations and invoices are exclusive of the VAT due, unless otherwise agreed or stated otherwise in the quotation.

2. The prices of goods are based on the cost prices known at that time. Increases thereof, which could not have been foreseen by the service provider at the time of making the offer or the conclusion of the agreement, may give rise to price increases.

3. With regard to the service, the parties can agree on a fixed price when the agreement is concluded.

4. If no fixed price has been agreed, the rate with regard to the service can be determined on the basis of the hours actually spent. The rate is calculated in accordance with the service provider’s usual hourly rates, applicable for the period in which he performs the work, unless a deviating hourly rate has been agreed.

5. If no rate has been agreed on the basis of the hours actually spent, a target price will be agreed for the service, whereby the service provider is entitled to deviate from this by up to 10%. If the target price is more than 10% higher, the service provider must inform the client in good time why a higher price is justified. In that case, the client has the right to cancel a part of the order that exceeds the target price increased by 10%.

Article 6: Price indexation

1. The service provider is entitled to increase its rates annually on 1 January in accordance with the consumer price index (CPI) for all households.

Article 7: Provision of information by the client

1. The Client makes all information relevant to the execution of the assignment available to the service provider.

2. The Client is obliged to make available all data and documents that the service provider believes it needs for the correct execution of the assignment, in a timely manner and in the desired form and manner.

3. The Client guarantees the correctness, completeness and reliability of the data and documents made available to the service provider, even if they originate from third parties, insofar as the nature of the assignment does not dictate otherwise.

4. If and insofar as the client requests this, the service provider will return the relevant documents.

5. If the client does not make the data and documents required by the service provider available, not timely or properly, and the execution of the assignment is delayed as a result, the resulting additional costs and additional fees will be borne by the client.

Article 8: Withdrawal of assignment

1. The client is free to terminate the assignment to the service provider at any time.

2. If the client withdraws the order, the client is obliged to pay the wages owed and the expenses incurred by the service provider.

3. It is possible to register replacement participants.

Article 9: Execution of the agreement

1. The Service Provider will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

2. The service provider has the right to have work performed by third parties.

3. The execution takes place in mutual consultation and after written agreement and payment of any agreed advance.

4. It is the responsibility of the client that the service provider can start the assignment on time.

Article 10: Contract duration of the assignment

1. The agreement between the client and service provider is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.

2. If the parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a strict deadline. If this term is exceeded, the client must give the service provider written notice of default.

Article 11: Amendment of the agreement

1. If during the execution of the agreement it appears that it is necessary for the proper execution of the assignment to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.

2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. The service provider will inform the client of this as soon as possible.

3. If the amendment or supplement to the agreement is financial and/or qualitative has consequences, the service provider will inform the client about this as soon as possible in writing.

4. If the parties have agreed on a fixed fee, the service provider will indicate to what extent the amendment or supplement to the agreement will exceed this fee has as a consequence.

Article 12: Force majeure

1. In addition to the provisions of Section 6:75 of the Dutch Civil Code, a failure of the service provider in the fulfillment of any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the will of the service provider, as a result of which the fulfillment of its obligations towards the client is wholly or partially prevented or as a result of which the fulfillment of its obligations in cannot reasonably be expected of the service provider. These circumstances are also included failure of suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work stoppages.

2. If a situation as referred to above arises as a result of which the service provider cannot fulfill its obligations towards the client, those obligations will be suspended as long as the service provider cannot meet its obligations. If the situation referred to in the previous sentence is 30 calendar days, the parties have the right to terminate the agreement in writing to dissolve in whole or in part.

3. In the case as referred to in the second paragraph of this article, the service provider is not obliged to pay compensation for any damage, even if the service provider enjoys any advantage as a result of the force majeure situation.

Article 13: Transfer of rights

1. Any party’s rights under this Agreement may not be transferred without the other party’s prior written consent. This provision applies as a stipulation with property law effect as referred to in Article 3:83, second paragraph, Civil Code.

Article 14: Insurance

1. The Client undertakes to deliver goods that are necessary for the execution of the underlying agreement, as well as goods from the service provider that client are present and goods that have been delivered subject to retention of title are adequately insured and insured against fire, explosion and water damage as well as theft.

2. The client shall make the policy of these insurances available for inspection on first request.

Article 15: Retention of title, right of suspension and right of retention

1. The goods present at the client and the goods and parts delivered remain the property of the service provider until the client has paid the entire agreed price has paid. Until that time, the service provider can invoke its retention of title and take back the goods.

2. If the agreed amounts to be paid in advance are not paid or are not paid on time, the service provider has the right to suspend the work until the agreed part has been paid. Then there is creditor default. In that case, a late delivery cannot be invoked against the service provider.

3. The Service Provider is not authorized to pledge or in any other way encumber the items falling under its retention of title.

4. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has the right of retention. In that case, the item will not be delivered until the client has paid in full and in accordance with the agreement.

5. In the event of liquidation, insolvency or suspension of payment of the client, the obligations of the client are immediately due and payable.

Article 16: Joint and several liability

1. If the assignment is given by more than one client, then all clients are jointly and severally liable for the fulfillment of all obligations arising from these general terms and conditions and the present agreement.

Article 17: Liability

1. Any liability for damage arising from or in connection with the execution of an agreement is always limited to the amount that is paid out in the relevant case by the (professional) liability insurance(s) taken out. This amount is increased by the amount of the deductible according to the relevant policy.

2. The limitation of liability also applies if the service provider is held liable for damage resulting directly or indirectly from the improper functioning of the equipment, software, data files, registers or other items used by the service provider in the execution of the assignment.

Article 18: Client’s liability

1. If an assignment is given by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that assignment.

Article 19: Indemnification

1. The client indemnifies the service provider against all claims from third parties that are related to the goods and/or services delivered by the service provider.

Article 20: Complaint obligation

1. The client is obliged to immediately lodge complaints about the work performed in writing to the service provider. The complaint contains a description of the shortcoming that is as detailed as possible, so that the service provider is able to respond adequately.

2. A complaint can in any case not lead to the service provider being obliged to perform other work than has been agreed.

Article 21: Intellectual property

1. Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent law, trademark law, drawings and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, scale models, etc.

2. The said intellectual absolute rights may not be copied, shown to third parties and/or made available or used in any other way without written permission from the service provider.

3. The client undertakes to maintain confidentiality with regard to the confidential information made available to it by the service provider. Confidential information is in any case understood to mean that to which this article relates, as well as company data. The Client undertakes to impose a written confidentiality obligation on its personnel and/or third parties who are involved in the implementation of this agreement.

Article 22: Confidentiality

1. Client keeps the information that he (in whatever form) of Service provider receives and any other information regarding service provider of which he knows or can reasonably suspect that it is secret or confidential, or that it concerns information of which he can expect that the distribution thereof could cause damage to the other service provider, is secret and takes all necessary measures to ensure that it also keeps the said information confidential.

2. The duty of confidentiality referred to in the first paragraph of this article does not apply to information: which at the time the client received this information was already public or has subsequently become public without a violation of any of its obligations duty of confidentiality;

b. of which the client can prove that this information was already in his possession on the time of provision by the service provider;

c. which the client has received from a third party, whereby this third party was entitled to provide this information to the client;

d. that is made public by the client on the basis of a legal obligation.

3. The confidentiality obligation described in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 23: Fine for violation of confidentiality obligation or intellectual property right

1. If the client violates the article of these general terms and conditions regarding confidentiality or intellectual property, the client forfeits an immediately due and payable fine of € 1,000 for each violation and an additional amount of € 100 for each day that that violation continues. No prior notice of default or legal proceedings are required for the forfeiture of this fine. Nor does it have to be of any form of damage.

2. Forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of the service provider, including its right to claim compensation in addition to the fine.

Article 24: Applicable law and competent court

1. On this agreement between service provider and client only Dutch law applies.

2. All disputes arising from offers and agreements, by whatever name, will be subject to the judgment of the civil court. The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation. The competent court in this case is the court in The Hague.

3. If one or more provisions of these general terms and conditions are regarded as unreasonably onerous in legal proceedings, the other provisions will remain in full force and effect.