General Terms And Conditions

Version March 2022

Data Masterminds B.V. General Terms and Conditions,

which conditions are registered and filed with the Chamber of Commerce under Chamber of Commerce number 70022526

  1. DEFINITIONS

In these general terms and conditions, the terms below have the following meaning:

Data Masterminds: the user of the Conditions, namely the private limited liability company Data Masterminds B.V., with its registered office in Amsterdam, registered in the Trade Register of the Chamber of Commerce under number 70022526;

Other Party: the natural persons and/or legal entities who have an Agreement with Data Masterminds or have entered into an Agreement with Data Masterminds;

Party/Parties: Data Masterminds or Other Party (or both);

Agreement: the agreements between the Parties for the performance of Work by Data Masterminds (periodically or otherwise) for the Other Party, of any kind, in accordance with the provisions of Data Masterminds’ offer accepted by the Other Party and/or the documents entered into by the Parties (including the Framework Agreement, Work Order, and/or Service Level Agreement);

Framework Agreement: the framework agreement for services entered into in writing by the Parties;

Work Order: the separate agreement sent by Data Masterminds to the Other Party by e-mail, which is entered into by the Parties in addition to the provisions of the Framework Agreement and the Conditions with regard to the Work to be performed specifically per Work Order by or on behalf of Data Masterminds, and may consist of one or more modules;

Service Level Agreement: the separate (periodic) agreement entered into by the Parties with a description of the ‘service levels’ to be provided, such as the performance requirements set for the services and the performance indicators and standards;

Conditions: these general terms and conditions;

Work: all work to be performed by or on behalf of Data Masterminds based on the Agreement;

Fee: the payment owed by the Other Party to Data Masterminds for work of any kind performed by Data Masterminds for the Other Party;

In writing/written: By letter, by fax, by electronic mail or by bailiff’s writ;

Points card: a credit balance provided by Data Masterminds to the Other Party for payment for a pre-agreed number of hours which the Other Party can use to pay for the Work, as detailed in Clause 11 of these Conditions;

Managed service: a service provided by Data Masterminds for the purpose of managing, monitoring, controlling and improving the data platform environment of the Other Party.

 

GENERAL INFORMATION AND THE APPLICABILITY OF THE CONDITIONS

    1. The Conditions apply to and form an integral part of every Agreement (as well as amendments and additions thereto) between the Parties of any kind.
    2. It is only possible to deviate from the content of the Conditions if the deviations by Data Masterminds have been expressly confirmed in writing to the Other Party.
    3. Once the Parties have entered into a contract under the applicability of the Conditions, the Conditions also automatically apply in full to any subsequent agreement between the Parties, of any kind, unless expressly agreed otherwise in writing with regard to the relevant Agreement between the Parties.
    4. If any clause forming part of the Conditions and/or of the Agreement entered into by the Parties is null and void or is annulled, the remaining provisions of the Conditions and/or the Agreement will remain in effect, and the relevant void or annulled clause is deemed to have been converted into a valid or non-voidable clause, with the content and purport of the void or annulled clause being kept insofar as possible.
    5. Data Masterminds is entitled to amend the Conditions unilaterally. Data Masterminds will inform the Other Party in writing (including electronically) about the amended Conditions in good time, but at least four weeks before they come into effect. The Other Party may then terminate the Agreement within seven days of notification on the date stated in the notification on which the amendment would take effect. In this case, the Other Party cannot claim performance of the Agreement from Data Masterminds.
    6. If the Other Party does not expressly object to the announced changes within the aforementioned seven-day period, the Other Party will be deemed to have tacitly accepted the changes. If the change is prompted by amended statutory provisions or other government-imposed regulations, the amendment will not constitute a reason for the Other Party to terminate the Agreement.
    7. Data Masterminds expressly rejects any general and/or special conditions used by the Other Party, and they therefore do not apply to any Agreement entered into by the Parties of any kind.
    8. The Agreement may consist of several partial assignments. In these Conditions, each partial assignment is regarded as a separate assignment to perform Work. In these Conditions, an assignment should therefore be understood to mean ‘partial assignment’ where appropriate.
    9. Provisions of these Conditions and the Agreement, which by their nature are deemed to continue to apply after termination of the Agreement, also remain valid after the Agreement has ended.
    10. If the Conditions are translated, the content of the Dutch text is decisive or leading in the event of differences (of interpretation) between the content of the Dutch text and the translation.

OFFERS

    1. Offers issued by Data Masterminds, in whatever form, are without obligation unless expressly stated otherwise in the offer. An offer is valid for thirty (30) days after the offer date (quotation date) unless expressly stated otherwise in the offer. Offers can be revoked no later than five (5) working days after the date of receipt by Data Masterminds of the Other Party’s acceptance of Data Masterminds’ offer, without giving any reason and without the Other Party having any right to compensation from Data Masterminds for damage or loss on the part of the Other Party. In the event of revocation, as stated above, no Agreement will be entered into by the Parties with regard to the Work referred to in the relevant offer.
    2. Offers from Data Masterminds are based on the information provided by the Other Party.

AGREEMENT/ASSIGNMENT

    1. The Agreement is formed when:
    • The Other Party has accepted an offer from Data Masterminds, and Data Masterminds has not revoked the offer thus accepted by the Other Party within five (5) working days after the date of receipt as referred to in Clause 3 of these Conditions. The offer and acceptance referred to here will, in any event, be deemed to exist if the Parties have signed a Framework Agreement and have agreed on a Work Order; or
    • if this is earlier – at the time that Data Masterminds has already commenced performance of the Work for the Other Party before this has been laid down in writing.at the request, oral or otherwise, of the Other Party

The Parties are incidentally free to prove that the Agreement was formed otherwise.

    1. The Agreement’s content does not bind Data Masterminds any further than the Work expressly referred to in the Agreement. The description in the Work Order prevails over the content of the Framework Agreement and these Conditions.
    2. Unless expressly agreed otherwise in writing, the Agreement substitutes and replaces all prior proposals, correspondence, agreements or other communications made with regard to the Work, however much they may deviate from or contradict the final Agreement.
    3. The term of the Agreement is agreed in the Framework Agreement, failing which the Agreement is entered into for an indefinite period, commencing on the date on which the Agreement is entered into in accordance with the provisions of paragraph 1.
    4. The Work specifically to be performed by Data Masterminds is recorded in the Work Order(s). If and insofar as the Work consists of several sub-assignments (such as multiple modules), then these sub-assignments can be explicitly split up into several Work Orders at Data Masterminds’ discretion or included as one full assignment in the Work Order. The duration of each Work Order is agreed in the relevant Work Order, and in the absence of an agreed duration, the duration is equal to the duration of the Work Order, whereby the duration of a module is at least one year.
    5. Amendments and additions to the Agreement can only be made validly by means of a written agreement signed by both Parties which is attached to the relevant document of the Agreement and is deemed to form an inseparable part thereof. Additional agreements or changes with regard to the Agreement are therefore only binding on Data Masterminds if and insofar as it has accepted them in writing.

MANNER OF PERFORMING THE ASSIGNMENT

    1. Data Masterminds will perform its Work to the best of its knowledge and ability, observing the due care that can be expected from Data Masterminds, with due observance of what has been agreed between
    2. Data Masterminds determines how and by whom the Work is performed. Data Masterminds is at all times entitled to outsource the performance of the Agreement in whole or in part to third parties under its responsibility. Prior to engaging a third party, Data Masterminds informs the Other Party who will perform the Work on its behalf. In the event of the engagement of third parties, Data Masterminds remains fully responsible towards the Other Party for the quality of the Work and compliance with the agreements made. Article 404 and Article 7:407(2) of the Dutch Civil Code are explicitly precluded.
    3. All persons engaged in the performance of the Work can also invoke the Conditions.
    4. Data Masterminds strives for complete customer satisfaction but in no way guarantees the realisation of a particular result. Therefore, Data Masterminds’ obligation under the Agreement is a best-efforts obligation.
    5. Data Masterminds will use its own materials in the performance of the Work unless expressly agreed otherwise in a Work Order.
    6. If and insofar as Data Masterminds processes personal data made available by or on behalf of the Other Party, Data Masterminds’ privacy policy as stated on https://datamasterminds.com/privacy-policy/

OTHER PARTY’S OBLIGATIONS

    1. The Other Party guarantees the accuracy, completeness and reliability of the data and documents provided to Data Masterminds, even if these come from third parties, unless otherwise ensues from the nature of the Work.
    2. The Other Party is obliged to provide its full cooperation to Data Masterminds in the context of the performance of the Work.
    3. The Other Party is obliged to provide all data, information and documents, which Data Masterminds needs in its opinion to correctly perform the Work in a timely manner in the form desired by Data Masterminds and in the manner desired by Data Masterminds. Furthermore, the Other Party must inform Data Masterminds, without any delay, of all events and circumstances that are occurring or have occurred, which are or may be important for the performance of the Work. This also applies to events and circumstances that only become known to the Other Party after Data Masterminds has started the Work.
    4. Unless the nature of the Work dictates otherwise, the Other Party will deploy or have deployed the staff deemed necessary by Data Masterminds free of charge, unless expressly agreed otherwise in writing between the Parties in order to enable Data Masterminds to perform the Work stated in the Work Order(s). If specific staff is necessary, this will be agreed and laid down in the Work Order(s).
    5. Data Masterminds has the right to suspend the performance of the Agreement, partially or fully, with immediate effect if the Other Party defaults on any obligation arising from the Agreement, including, but not limited to, the obligations referred to in this clause, such until the time that the Other Party has fulfilled its obligations, without any right of the Other Party to compensation by Data Masterminds for damage or loss on the part of the Other Party. Data Masterminds has the right to charge any costs incurred as a result of this delay to the other Party in accordance its usual rates.

DELIVERY

    1. Unless the Parties have expressly agreed otherwise in writing, any terms set in the Agreement within which Data Masterminds must perform the work are rough estimates and never strict deadlines. Therefore, exceeding such a term does not constitute an attributable failure on the part of Data Masterminds and therefore is not a ground for termination of the Agreement. If it proves impossible for Data Masterminds to perform the Work within such a term, the Parties will discuss extending this term. The Other Party is not entitled to compensation from Data Masterminds for loss or costs on the part of the Other Party due to exceeding a delivery term which is not a deadline as referred to above or exceeding a delivery term which is a deadline because of force majeure on the part of Data Masterminds.
    2. If the Other Party owes an advance payment or is required to provide information, data or documents for the performance of the Work then, if a term has been agreed, the term within which the Work must be completed by Data Masterminds does not commence any earlier than after the payment has been received in full, or the information, data or documents have been made fully available to Data Masterminds.
    3. Damage to and loss of completed or delivered works are at the Other Party’s risk from the time the work is made available to the Other Party.

FORCE MAJEURE

    1. If Data Masterminds is unable to perform its obligations under the Agreement, or unable to do so on time, due to force majeure, Data Masterminds has the right to suspend the obligations arising from the agreement for it until the time that Data Masterminds is able to perform these obligations, without Data Masterminds being in default with regard to the performance of those obligations and without being obliged to pay any compensation for loss or costs on the part of the Other Party.
    2. If performance is not possible within a reasonable period, Data Masterminds has the right to terminate the Agreement in whole or in part and with immediate effect. It is exclusively at Data Masterminds’ discretion whether performance of the Work can still take be carried out. In the aforementioned case, Data Mastermind reserves the right to payment for the work performed up to that point, in return for which Data Masterminds undertakes to make the preliminary results of the work carried out up to that point available to the Other Party. If this entails additional costs, these will be charged to the Other Party.
    3. If Data Masterminds has already partially performed its obligations on commencement of the force majeure or can only partially perform its obligations, it is entitled to invoice the part already delivered separately, and the Other Party will be obliged to pay this invoice as if it concerned a separate contract. This does not apply if the part already delivered has no independent value.
    4. Force majeure is understood to mean all circumstances beyond Data Masterminds’ control that prevent the performance of the Work, including but not limited to a shortage of, illness or incapacity of employees of Data Masterminds, impediment, illness or failure to perform with regard to third parties engaged by Data Masterminds, technical failures in systems and/or equipment and/or connections of the Other Party and third parties, pandemics and/or epidemics, government measures and/or other stagnations or causes of them in the normal course of business of Data Masterminds, all in the broadest sense.

FEE, RATES

    1. Data Masterminds’ Fee does not depend on the result of the Work performed unless expressly agreed otherwise in writing between the Parties.
    2. The agreed Fee of Data Masterminds can consist of a predetermined fixed amount per Work Order and/or can be calculated for consultancy work based on rates per unit of time worked by Data Masterminds, whether or not by using the Points Card.
    3. In the case of consultancy work, if a predetermined fixed amount per Work Order has been agreed costs or cost items relating to the Work Order that could not be foreseen in advance by Data Masterminds will be charged to the Other Party on the basis of subsequent calculation.
    4. Data Masterminds’ Fee includes Data Masterminds’ expenses and costs except additional costs necessary for Data Masterminds to perform its Work and/or costs that must be incurred for the purpose of setting up the Managed service. Examples of additional costs are costs for extra virtual or other machines on location and/or in the cloud, costs for the use of cloud services and the purchase of any monitoring solutions from third parties and unless the Parties have expressly agreed otherwise in writing in the Work Order.
    5. All rates are exclusive of Turnover Tax (VAT) and other government levies that may be imposed on Data Masterminds.
    6. Data Masterminds is entitled to change its rates annually, in which respect:
    • an interim rate change will take effect at the earliest after one year has elapsed from the time the Agreement was entered into in accordance with the provisions of Clause 4(1) of these Conditions.
    • Data Masterminds’ most current rates will apply to a new Work Order or the extension of a Work Order.
    1. If measures or government regulations of any kind give rise to changes in and/or an increase in the consultancy work to be performed by Data Masterminds based on the Agreement in the broadest sense, the Parties will consult on the additional costs to be charged by Data Masterminds to the Other Party as a result thereof. If the aforementioned consultations between the Parties do not lead to an agreement, Data Masterminds will be entitled to charge the Other Party for this consultancy work at its usual rates, even if the Other Party has not given its explicit prior consent in the Work Order(s) to carry out these consultancy activities. The Other Party will not be entitled to cancel the Agreement for that reason.

INVOICING AND PAYMENT

    1. Unless the Other Party and Data Masterminds have expressly agreed otherwise in writing, Data Masterminds’ Fee, if necessary increased by invoices from third parties and other costs, will be charged to the Other Party per month, in which respect Data Masterminds is entitled to issue invoices in advance which must be paid by no later than the first day of the relevant month.
    2. Invoices may be sent on paper or electronically. By signing the Framework Agreement, the Other Party accepts that invoices may be sent electronically.
    3. The Other Party must pay amounts owed to Data Masterminds in the context of the Agreement within the payment term agreed in the Work Order(s) however – in the absence of an agreed payment term – in no case later than thirty (30) days after the invoice date. Unless indicated otherwise, payments must be made in euros by transfer to a bank account to be designated by Data Masterminds without any right to discount or set-off, except insofar as it has been established by final arbitral award or court decision that the Other Party has a deductible counterclaim or a ground for suspension against Data Masterminds. The provisions of this paragraph do not apply if payment is made by set-off of the credit on the Points Card.
    4. The payment terms referred to in the previous paragraphs are deadlines as referred to in Article 6:83a of the Dutch Civil Code, so that if amounts have not been paid, or have not been paid in full, after expiry of this term, the Other Party will be in default as referred to in Article 6:81 of the Dutch Civil Code by operation of law, therefore without the need for a further reminder or notice of default from Data Masterminds.
    5. When the Other Party is in default as referred to in the previous paragraph, the Other Party will owe Data Masterminds the statutory interest on the amount owed for the duration of the default without any notification from Data Masterminds being required.
    6. After Data Masterminds has sent at least one reminder/warning (whether or not by e-mail) to the Other Party regarding an unpaid invoice and payment of this invoice also within the period specified therein – or in the absence of a specified period: within a term of eight (8) days after the date of the reminder/warning – is not forthcoming, Data Masterminds will be entitled to outsource the collection of the unpaid invoice to a third party (bailiff, lawyer, etc.).
    7. If an invoice is not paid on time, Data Masterminds will be entitled to charge a minimum fee to the Other Party immediately and without a reminder in accordance with the provisions of Article 6:96 of the Dutch Civil Code. If Data Masterminds takes collection measures to collect its invoices, regardless of whether it does this itself or outsources this, all extrajudicial collection costs incurred by Data Masterminds will in that case be borne in full by the Other Party, which extrajudicial collection costs will be determined in advance by the Parties at fifteen per cent (15%) of the outstanding invoice amount plus the interest as referred to in the sixth paragraph of this clause, with a minimum of EUR 1,000 (in words: one thousand euros), in which respect it is irrelevant whether Data Masterminds has actually had to pay these costs to the third party engaged by it. Furthermore, Data Masterminds remains authorised to claim the extrajudicial collection costs actually incurred by it from the Other Party if these exceed the aforementioned percentage determined by the Parties.
    8. All legal costs that Data Masterminds must incur are also for the account of the defaulting Other Party. The Other Party must pay the legal costs actually incurred, also if these exceed the liquidation rate applied by the relevant court. The Other Party must therefore pay the bill of the lawyer and the bailiff and all possible other legal costs.
    9. Payments made by the Other Party to Data Masterminds – independently of the notification made by the Other Party with a payment – will first be applied to interest and extrajudicial costs owed to Data Masterminds with regard to any invoice as referred to in this clause and then to due and payable invoices from Data Masterminds that have been outstanding the longest.
    10. Data Masterminds is at all times entitled to require the Other Party to immediately furnish security or additional security for the correct fulfilment of its payment obligations, in a form to be determined by Data Masterminds, or to pay a reasonable advance payment or additional advance payment to Data Masterminds, such entirely at Data Masterminds’ discretion. If the Other Party fails to furnish the required security or to pay the required advance, Data Masterminds will be entitled, notwithstanding its other rights, to immediately terminate or suspend the further performance of the Agreement, without the Other Party having any right to compensation from Data Masterminds for loss or costs on the part of the Other Party, and everything that the Other Party owes to Data Masterminds for whatever reason will become immediately due and payable.
    11. If a Work Order is given by multiple parties acting jointly, the Other Parties will be jointly and severally liable for the payment of the amount owed to Data Masterminds under the Agreement, insofar as the Work has been performed for the benefit of the joint Other Parties.
    12. Complaints with regard to a sent invoice must be submitted to Data Masterminds by the Other Party within thirty (30) days of the invoice date, failing which the Other Party will lose any rights it may have. A complaint with regard to an invoice does not suspend the Other Party’s payment obligations.

POINTS CARD

    1. Data Masterminds offers the Other Party the option to pay amounts owed to Data Masterminds under the Agreement by set off with the credit on the Points Card issued by Data Masterminds.
    2. The Parties can set off the Fee against the credit on the Other Party’s Points Card. If the credit on the Points Card turns out to be insufficient for payment of the amount owed by the Other Party to Data Masterminds, the remaining amount must be paid in accordance with the provisions of Clause 10 of these Conditions.
    3. The Points Card is not valid in combination with an offer already issued by Data Masterminds. After the Work has been completed based on an offer already made, additional or new Work can be paid by set off with the credit on the Points Card.
    4. Data Masterminds reserves the right to refuse the purchase of a Points Card or payment with an already purchased Points Card.
    5. After purchase, the Points Card will be valid for a period of one year from the invoice date of the Points Card or – if this is an earlier date – the commencement date of the relevant Work Order. The unused credit on the Points Card will expire after this period unless Data Masterminds has expressly indicated in writing to extend the validity of the credit or the credit could not be used by the Other Party within the validity period due to negligence and/or acts of Data Masterminds. The validity period of a credit may be extended for a period of three months, after which the relevant credit will expire automatically, again subject to extension.
    6. The records of Data Masterminds are decisive for determining the credit on the Points Card, subject to conclusive proof to the contrary from the Other Party.
    7. The Other Party’s rights from the Points Card are exclusive to the Other Party and cannot be transferred to third parties.

CONFIDENTIALITY

    1. Subject to the provisions of the following paragraph, the Parties are mutually obliged, both during and after termination of the Agreement, not to provide third parties in any way with information of a confidential nature in the broadest sense with regard to information made available to the other Party by a Party of whatever nature, including – but not limited to – information regarding the business affairs of the Parties or companies affiliated with them which a Party has become aware of during or as a result of the Agreement and regarding which confidentiality was imposed or of which it knows or should reasonably be aware of the secret or confidential nature.
    2. Exceptions to the confidentiality clause as set forth in the previous paragraph include situations in which:
    • the Party has a legal obligation to disclose;
    • the Party already had the relevant information at its disposal prior to the date on which the Agreement is entered into;
    • the information in question has been lawfully obtained from third parties by the Party;
    • the information in question must be regarded as facts or general knowledge;
    • the Party acts for itself in legal or other proceedings in which the information made available by the other Party is or may be of interest to the Party concerned.
    1. Parties undertake to impose the prohibitions imposed on them under this clause in full on persons working for the Party in question, insofar as they are engaged for the performance of the Agreement. Violation of the prohibitions by one of the persons working for a Party will be attributed to the relevant Party.

INTELLECTUAL PROPERTY

    1. Unless explicitly agreed otherwise in writing, Data Masterminds reserves all rights with regard to products of the mind, in the broadest sense, which it uses or has used in the context of the performance of the Other Party’s Work insofar as these rights ensue from the law. All rights with regard to the Managed service, in the broadest sense, are owned by or accrue to Data Masterminds.
    2. The Other Party is expressly prohibited from providing, reproducing, disclosing to or operating for third parties the products referred to in the first paragraph, including – therefore not exclusively – software, system designs, working methods, advice, model or other contracts and other products of the mind (in the broadest sense).
    3. Data Masterminds grants the Other Party a non-exclusive and non-transferable licence to reproduce and disclose the documents obtained in the context of the performance of the Work for use in its own organisation if and insofar as this corresponds to the purpose for which the assignment was given to Data Masterminds.
    4. If and insofar as expressly agreed in the Work Order(s), notwithstanding the provisions above, the transferable rights with regard to the products of the mind/works produced by Data Masterminds for the Other Party pursuant to the Work Orders in question, including intellectual property rights, will be transferred to the Other Party at the time that the Other Party has performed all payment and other obligations towards Data Masterminds within the scope of the Work Order(s) in question. The provisions of paragraph 2 do not apply to the rights transferred to the Other Party.
    5. In addition to the provisions of the previous paragraph, the Other Party is aware of that fact that Data Masterminds may only have a user right with regard to some components of the result of the Work.
    6. Data Masterminds is not responsible or liable for changes made by or on behalf of the Other Party to products of the mind/works produced by Data Masterminds.

COMPLAINTS

    1. Complaints regarding the Work delivered under the Agreement not being in accordance with the agreement must be submitted in writing to Data Masterminds by the Other Party within thirty (30) days after completion of the Work to which the complaint relates. If the Other Party demonstrates that it could not reasonably have discovered the defect earlier, a complaint must be submitted in writing to Data Masterminds within thirty (30) days after the date of discovery of the defect. If the Other Party has not made a written complaint to Data Masterminds within the aforementioned periods, the Other Party will lose all possible rights with regard to defects that have not been reported in time.
    2. Complaints as referred to in the first paragraph do not suspend the Other Party’s obligation to pays. In that case, the Other Party will also not be entitled to suspend or refuse payment for other Work performed by Data Masterminds.
    3. In the event of a complaint that is justified in Data Masterminds’ opinion, Data Masterminds will improve or reperform the rejected Work free of charge, but if this cannot be expected from Data Masterminds according to the standards of reasonableness and fairness, it will be entitled – such at its discretion – to adjust the Fee charged, or to not or no longer perform the Work in full or in part for a proportionate refund of the Fee already paid by the Other Party.

TERMINATION OF THE AGREEMENT

    1. The possibility and manner of termination of the Agreement is agreed in the Framework Agreement, in the absence which the provisions of this clause of these Conditions will apply.
    2. Agreements that have been entered into for an indefinite time period can be terminated unilaterally by either Party with due observance of the agreed termination conditions.
    3. Notice of termination must be given In Writing at the end of a calendar month, with due observance of a notice period of at least one (1) month.
    4. The end of the Agreement will at all times be suspended until the end of the longest-running Work Order.
    5. An Agreement that has been entered into for a fixed term will be renewed after the expiry of the agreed term for consecutive periods of one year each time unless notice is given that the Agreement will be duly terminated as of the end of the term of the Agreement and with due observance of the termination conditions.
    6. A Work Order cannot be terminated early by giving notice unless expressly stated otherwise in this clause or expressly agreed otherwise in the Work Order concerned.
    7. Notwithstanding the foregoing, Data Masterminds has the right to fully or partially terminate the Agreement or one or more Work Orders/partial assignments early if there are circumstances, acts or behaviour on the part of the Other Party, as a result of which Data Masterminds cannot reasonably be expected to be required to continue to perform the Work.
    8. In addition, Data Masterminds is entitled – in deviation from the foregoing – to terminate the Agreement, or one or more Work Orders/partial assignments, early if there are government changes that affect the Work to be performed pursuant to the Agreement, including amendments to legislation and municipal reorganisations, which adversely affect Data Masterminds. Termination pursuant to this paragraph by Data Masterminds is subject to a notice period of one (1) month unless continuation of the Work during the notice period is not permitted by law.
    9. Both Parties have the right to give notice of termination of the Agreement, or one or more Work Orders/partial assignments, in Writing with immediate effect if:
    • the other Party has defaulted on one or more of its payment or other obligations and does not comply with this within the reasonable term set even after a notice of default;
    • the other Party has been declared bankrupt, or the other Party has been granted a suspension of payments;
    • the Debt Restructuring Natural Persons Act (Wet Schuldsanering Natuurlijke Personen; WSNP) has been declared applicable to the other Party;
    • an out-of-court or other debt restructuring has been declared applicable on the other Party;
    • the other Party ceases its business activities for any reason;
    • or any other circumstance on the part of the other Party that justifies an immediate termination of the Agreement or part of it in the interest of the terminating Party.

The foregoing does not affect the possibility of dissolution of the Agreement by the Parties pursuant to the law.

    1. If Data Masterminds uses a termination option referred to in the preceding paragraph or paragraph 7, the Other Party will be obliged to compensate the loss suffered by Data Masterminds as a result of non-mutual performance of the Agreement.
    2. In the event of the early termination of the Agreement or one or more Work Orders/partial assignments, Data Masterminds reserves the right to payment for the Work performed up to that point, whereby this payment will be immediately due and payable. The preliminary results of the Work performed up to that point will be made available to the Other Party subject to approval. Insofar as this entails additional costs, these will be charged to the Other Party. Furthermore, Data Masterminds reserves the right to claim compensation for the loss it actually suffers, which loss amounts to at least the payments owed by the Other Party to Data Masterminds under the remaining term of the Agreement or Work Order(s)/partial assignment(s) in the event that these are not terminated early.
    3. Upon termination of the Agreement, each of the Parties must immediately hand over to the other Party all goods, items and original documents in its possession that belong to the other Party, subject to the proviso that Data Masterminds has the right to suspend this obligation until all due and payable claims have been paid by the Other Party.

TRANSFER

    1. Data Masterminds is at all times entitled to transfer all claims, powers, rights, privileges and obligations arising from any Agreement with the Other Party to third parties. The Other Party hereby declares that in the event of such a transfer, third parties will be able to exercise all rights granted to Data Masterminds in the Agreements vis-à-vis the Other Party and the Other Party accepts that those third parties will perform the obligations transferred to them and accepts the release of Data Masterminds from these obligations.
    2. The Other Party is not entitled to transfer or in any way encumber its rights and obligations arising from any Agreement with Data Masterminds, in whole or in part, to third parties without the express prior written permission of Data Masterminds, which permission Data Masterminds will not refuse on unreasonable grounds.

LIABILITY

    1. If the Other Party and/or third parties incur damage or loss for which Data Masterminds is liable due to or in connection with the performance of the Work by Data Masterminds and/or third parties engaged by it, that liability will be limited to a maximum of the insured amount as indicated on Data Masterminds’ liability insurance policy. For the application of this clause, a series of related events giving rise to damage or loss will be considered one event/claim.
    2. Data Masterminds is not liable for damage or loss, of whatever nature, that is caused by:
    • the Other Party not informing Data Masterminds in a timely manner, incorrectly and/or incompletely;
    • work assigned to third parties in consultation with the Other Party has not been performed, has not been performed properly and/or has been performed late;
    • the Other Party not allowing Data Masterminds, in the reasonable opinion of Data Masterminds, to repair the Work performed;
    • Data Masterminds having ceased to perform the Work because Data Masterminds cannot reasonably be expected to perform further work,
    • Data Masterminds not performing Work and/or providing information to third parties on the basis of an obligation it has pursuant to legislation and/or regulations.
    1. Data Masterminds is not responsible or liable for changes made by or on behalf of the Other Party to the result of the Work delivered by Data Masterminds.
    2. If Data Masterminds is liable and – insofar as – no payment is made under Data Masterminds’ liability insurance for whatever reason, any liability of Data Masterminds will be limited to an amount corresponding to two (2) times the amount of the Fee of the relevant Work Order, or in the case of a continuous Work Order, an amount corresponding to two (2) times the amount of the Fee for the last calendar year, on the understanding that any compensation obligation of Data Masterminds is at all times capped at an amount of EUR 50,000 (in words: fifty thousand euros).
    3. Data Masterminds does not guarantee the accuracy, completeness and reliability of the data, information and documents made available to the Other Party if they originate from third parties or are obtained via a link on the website of Data Masterminds or a company affiliated with Data Masterminds.
    4. This clause’s provisions also pertain to the liability of Data Masterminds under any guarantees issued by Data Masterminds to the Other Party.

EXPIRY DATES

    1. Insofar as not provided otherwise in the Conditions, legal claims and other powers of the Other Party, for whatever reason, against Data Masterminds in connection with the performance of the Work by Data Masterminds will in any case lapse twelve (12) months after the date on which the Other Party became aware of or could reasonably have been aware of the existence of these rights and powers, but no written claim has been lodged with Data Masterminds in that respect by the Other Party. This term is an expiry date and is therefore not eligible for interruption as referred to in Article 3:317 of the Dutch Civil Code.
    2. In the event that the Other Party has lodged a written claim within the period stated in the first paragraph with Data Masterminds in connection with Work it has performed for the Other Party, any legal claim of the Other Party will also lapse if Data Masterminds has not been brought before the District Court competent pursuant to Clause 20 within twelve (12) months after the date of receipt by Data Masterminds of the relevant written claim by the Other Party. This term is an expiry date and is therefore not eligible for interruption as referred to in Article 3:317 of the Dutch Civil Code.

COMMUNICATION

    1. Data Masterminds will always be able to make legally valid communications, of any kind, to the Other Party in connection with the Agreement via the contact details most recently notified to Data Masterminds in writing by the Other Party. The Other Party will immediately notify Data Masterminds in writing of any changes to its contact details.
    2. Unless expressly agreed otherwise in writing between the Parties, the Parties may communicate with each other electronically in the context of the performance of the Agreement. The Parties acknowledge that the use of electronic means of communication involves risks such as, but not limited to, distortion, delay, damage and theft of electronic files. The Parties hereby establish that Data Masterminds is not liable for damage or loss that may be incurred by the Other Party as a result of the use of electronic means of communication.

APPLICABLE LAW, COMPENTENT COURT

    1. All offers, Work, and additional Agreements between the Parties and the Conditions themselves are exclusively governed by Dutch law.
    2. All disputes arising out of or in connection with an Agreement between the Parties, to which the Conditions apply, or the Conditions themselves and their interpretation or implementation, whether of a factual or legal nature, will in the first instance be subject exclusively to the decision of the competent court in the district in which Data Masterminds has principal place of business (registered office).