General Terms and Conditions Equanimo

Contractor: Equanimo, established in Voorburg, Chamber of Commerce (KvK) number 98333895.
Client: The natural person or legal entity that gives the Contractor the order to perform work.
Agreement: Any agreement between Client and Contractor regarding the provision of services.

These conditions apply to all quotations, offers, and agreements of Contractor.
Purchase conditions of the Client are expressly rejected, unless agreed otherwise in writing.

All quotations are without obligation and valid for 14 days.
The Agreement is concluded at the moment Contractor receives the quotation signed by Client, or actually commences execution.
Notwithstanding paragraph 2: if Contractor indicates within two working days after receipt of acceptance that he is no longer available, the Agreement is not concluded.

Contractor has a best efforts obligation and cannot guarantee that the intended result will be (fully) achieved.
Contractor performs the work as an independent entrepreneur. There is expressly no employment relationship (relationship of authority).
Client is and remains responsible for adequate backups of its systems and data, and for its internal security policies. Contractor will only be granted access to systems insofar as necessary for the assignment.

If during execution it appears necessary to amend the assignment, parties will consult on this matter.
Additional work will be invoiced according to Contractor's customary hourly rate, unless parties agree in writing on a different (fixed) price for this additional work.

Rates are exclusive of VAT.
Travel and accommodation costs are not included in the rate and will be charged separately, unless agreed otherwise in writing.
Costs of third parties (such as software licenses or hired specialists) will only be incurred after consultation with and approval by the Client and will be invoiced separately.
Invoicing takes place monthly in arrears, unless agreed otherwise in writing. The payment term is 14 days after the invoice date.
If the payment term is exceeded, the Client is in default by operation of law and statutory commercial interest is due.

All intellectual property rights regarding works developed by Contractor rest with Contractor, unless transfer has been agreed upon in writing.
Client shall in any case obtain the right of use for the purpose for which the assignment was granted.

Contractor is not liable for damages resulting from incorrect or incomplete information provided by the Client.
Contractor is not liable for indirect damages, including: consequential damages, lost profits, lost savings, loss of data, and damages due to business stagnation.
For direct damages, liability is limited to a maximum of the amount invoiced for the relevant assignment. For assignments with a duration longer than three months, liability is limited to the invoice amount of the last three months.
In all cases, liability shall never exceed the amount actually paid out by the professional liability insurance of Contractor.
The limitations above do not apply in cases of intent or deliberate recklessness on the part of Contractor.
Any claim for damages expires if it is not reported in writing to Contractor within 60 days after discovery of the damage.

In case of force majeure (including illness of Contractor, cyber-attacks, or technical failures), obligations are suspended.
If the force majeure continues for longer than 30 days, both parties may terminate the agreement without compensation. Work already performed will, however, be settled.

Both parties are obliged to maintain confidentiality regarding all confidential information obtained from each other.
This obligation shall remain in force even after termination of the Agreement, unless a legal duty or court order compels disclosure.

If Contractor processes personal data in the execution of the assignment, parties will conclude a data processing agreement in accordance with the General Data Protection Regulation (GDPR).

Agreements (both fixed and indefinite term) may be terminated prematurely by both parties observing a notice period of one calendar month.
Contractor may suspend the execution of the work or terminate the agreement with immediate effect if Client fails to meet payment obligations, is granted a suspension of payments (surseance van betaling), or files for bankruptcy.

All legal relationships are exclusively governed by Dutch law. Disputes shall be submitted to the competent court in the district where Contractor is established.