General Terms and Conditions

General Sales and Delivery Conditions of Expose IT

Art. 1. - Definitions

1. 'Expose IT' means the private limited company Expose IT B.V, the private limited company Cloud Expo B.V, its legal successors under general or special title, as well as any third parties and/or (legal) persons affiliated with them.
2. 'Client' means the natural person or legal entity that wishes to conclude or has concluded a contract with Expose IT.
3. 'Fair' means any occasion where Expose IT provides physical space and/or opportunities to the client for the purpose of sales, information provision, or promotion by the client.
4. These general conditions apply to all offers, sales, and deliveries of goods and services made by Expose IT. If Expose IT does not always demand strict compliance with these terms, no (implicit) waiver of rights can be derived from this. Deviating provisions can only be agreed upon in writing and only for individual assignments.

Art. 2. - Offers/Prices

1. All offers and quotes made by Expose IT are non-binding, even if a response period is included in an offer or quote. The amounts mentioned are stated in euros, unless otherwise specified.
2. All prices quoted are exclusive of VAT and additional costs, such as transport, quality control, and any levies, unless explicitly agreed otherwise.
3. If the client acts as an agent, authorized representative, or intermediary on behalf of a third party who will actually purchase the services from Expose IT, the client is jointly liable for fulfilling the contract.
4. All prices used by Expose IT may be adjusted annually. Furthermore, Expose IT has the right to adjust any price reasonably if its costs, such as but not limited to personnel costs, auxiliary persons/organizations, or rent, have significantly increased since the price was set.
5. If Expose IT provides the client with a sample, model, image, brochure, (test)object, (color) sample, report, or similar item as an indication of the actual goods to be delivered, this is deemed to be provided only as a general indication, unless Expose IT explicitly states that a certain characteristic of such an object is guaranteed. Expose IT is not obliged to provide the client with test reports or test data of its products. Expose IT has the right to charge costs for the items and data referred to in this article.

Art. 3. - Execution and Delivery

1. The provision of services occurs, unless agreed otherwise, at a location chosen by Expose IT.
2. The client and Expose IT will mutually determine one or more (execution) deadlines for fulfilling the contract. Expose IT aims to adhere to these dates and/or (execution) deadlines as much as possible, but these are never fatal, nor is Expose IT liable for any damage to the client if the contract is fulfilled on a different date and/or (execution) deadline than agreed. If the client nonetheless expresses complaints about the dates and/or (execution) deadlines, the complaint period referred to in art. 6 applies. If no end date has been agreed for the delivery of ongoing services, the contract is deemed to be entered into for an indefinite period.
3. If access to the client's (business) location(s) is required for the agreed manner of providing services by Expose IT, the client must ensure a safe (work) environment where, if necessary, free use can be made of items reasonably required for fulfilling the contract. The client shall at all times follow the instructions of Expose IT regarding the execution of the contract.
4. If the client does not take delivery of the performance on the agreed dates or does not allow Expose IT to provide its services on the agreed dates, all resulting consequences, including any additional costs such as accommodation or transport costs, are entirely at the client's risk, even if the delivery is hindered by circumstances within the client's sphere of risk.
5. Expose IT is entitled to provide and invoice the services purchased by the client in (time)parts. Expose IT has the right to suspend the execution of a part until the client has inspected and/or approved the previous part in writing. Shortcomings indicated by the client in such a partial performance do not give the right to suspend payments or acceptance of other parts.
6. Expose IT has the right to have the work performed wholly or partially by third parties.
7. The client ensures that all data that Expose IT indicates is necessary or that the client should reasonably understand is necessary for the execution of the contract is provided to Expose IT in a timely manner. If the required data for executing the contract is not provided to Expose IT on time, Expose IT has the right to charge the client for the extra costs arising from the delay according to the then usual rates. The execution period does not commence until the client has provided the data to Expose IT.
8. If it becomes apparent before or during the execution of the contract that it is necessary to modify or supplement it for a proper execution, the parties will timely and in mutual consultation make adjustments to the contract. If the contract is modified, whether or not at the request of the parties or competent authorities, the originally agreed nature, scope, content, price, or term of the performance may be affected. The client accepts the possibility of such a mid-term amendment to the contract in advance.

Art. 4. - Payment

1. Expose IT has the right to require an advance payment from the client at any time. Expose IT may suspend the performance under any circumstances until the relevant advance payment is received in Expose IT's designated bank account.
2. Payment of invoices must be made within fourteen days after the invoice date. The client waives any right to set off its payment obligation towards (in connection with any (alleged) claim of the client against) Expose IT. The client is not entitled to suspend its obligations.
3. If the client fails to timely fulfill its payment obligation, it is in default by operation of law. The occurrence of the client's default makes any other claims of Expose IT against the client immediately due and payable. After the client defaults, Expose IT is entitled to charge 1.5% interest per month on the outstanding amount from the day the client is in default until the total payment is made. A part of a month will be counted as a full month.
4. If the client fails to timely fulfill its payment obligation, the client incurs an immediately due penalty of 15% of the relevant invoice amount. This penalty applies in addition to sections 3 and 5 and the right of Expose IT to recover its actual damages from the client.
5. The client shall fully reimburse all (extrajudicial) costs of Expose IT arising from any defective performance of the contract by the client, attorney fees included.
6. If conservatory or executory third-party seizure is imposed on Expose IT to the detriment of the client, Expose IT is entitled to charge €250.00 excl. VAT as immediately payable reimbursement for the costs of handling the third-party seizure to the client.
7. All obligations of the client become immediately due if the client is declared bankrupt, applies for provisional suspension of payments, or if the client is a natural person, submits a request for admission to the WSNP, or loses the authority over its assets or portions thereof through seizure, guardianship, or otherwise, unless the curator or administrator acknowledges the obligations arising from the contract as a debt of the estate.
8. The client is not allowed to encumber any (partial) claims against Expose IT with a security interest or to transfer them to third parties or to encumber them in a similar manner. This provision aims at property law effects as referred to in art. 3:83 paragraph 2 BW.
9. Expose IT is always entitled, in accordance with the provisions of art. 2:346 paragraph 1 sub e BW, to submit a request for an inquiry regarding the client (and the group to which it belongs).

Art. 5 - Termination and Force Majeure

1. Expose IT is entitled to terminate the contract with the client without stating a reason (prematurely), without being liable for any damages incurred by the client as a result. Already delivered partial performances will be paid by the client to Expose IT in proportion to the extent to which the performance has been executed relative to the entire performance.
2. During the execution of the contract, the (non-fatal as well as any agreed fatal) delivery dates and/or (execution) deadlines referred to in art. 3 subsection 2 are extended by the period during which Expose IT is prevented from fulfilling its obligations due to force majeure.
3. Force majeure on the part of Expose IT occurs if Expose IT is prevented from fulfilling its (preparatory) obligations under the contract after the conclusion of the contract due to, for example, (civil) war, war danger, terrorism, riots, molest, vandalism, fire, water damage, flooding, strikes, company occupations, epidemics, import and export barriers, government measures, defects in machinery, physical or mental illness of important persons before the contract, interruptions in the supply of data and utility services, all in the broadest sense and both in the business of Expose IT and with third parties from whom Expose IT must acquire the necessary goods wholly or partially, as well as during storage or during transport, whether or not managed in-house, and also due to all other causes that arise outside the fault or risk sphere of Expose IT.
4. Expose IT also has the right to invoke force majeure if the circumstance preventing (further) performance occurs after Expose IT was due to fulfill its obligations or while the contract has already been partially executed.
5. If the delivery of the agreed performance is delayed by more than two months due to force majeure, both Expose IT and the client are entitled to terminate the contract in writing. In that case, Expose IT is entitled to compensation for the performances already provided and incurred costs.

Art. 6. - Guarantees and Complaints

1. Expose IT guarantees that its performance is suitable for normal use and experience and that it complies with the applicable legal requirements in the Netherlands during the normal usage period, provided that the client has used the performance according to the given instructions. If a performance delivered by Expose IT was performed by a third party and delivered to the client by Expose IT without substantive modification, the guarantee that Expose IT provides on that product is limited to the guarantee provided by that third party.
2. 2. The client is obliged to inspect the delivered performance upon delivery for quality, quantity, accuracy, and other important characteristics, etc.
   a. Complaints regarding any visible or apparent defect concerning the performance of Expose IT must be communicated in writing to Expose IT no later than eight days after delivery.
   b. Complaints regarding any non-visible or apparent defect concerning the performance of Expose IT must be reported to Expose IT immediately after discovery and otherwise no later than eight days thereafter in writing.
   
   If the client does not report a complaint in a timely manner as indicated in this article, the client's right against Expose IT regarding the alleged defect in the performance will expire.
3. 3. Any form of guarantee on a performance will expire if a defect arises as a direct or indirect result of negligent or improper use or application thereof. This also applies if changes to the performance have been made by the client or by third parties without the written consent of Expose IT.
4. The client cannot invoke art. 6:228 and 6:230 paragraph 1 BW.

Art. 7. - Liability

1. If Expose IT is liable on any basis, that liability is limited to what is arranged in this provision.
2. Expose IT is not liable for any damage of any kind occurring because Expose IT relied on incorrect and/or incomplete data provided by or on behalf of the client.
3. Any liability of Expose IT for indirect damage to the client (and/or third parties), including consequential damage, reputational damage, lost profits, missed savings, and (business) stagnation, is excluded.
4. Expose IT is only liable for direct damage to the client (and only if the default is reported as specified in art. 6). This liability never exceeds the amount that Expose IT's insurer pays out in the given case. If the insurance does not pay out for any reason or if the insurance is absent in the given case, the compensation will be a maximum of twice the invoice amount (excluding VAT) of the (partial) performance that caused the damage, with the understanding that Expose IT's liability in such a case will never exceed €5,000.00.
5. Direct damage is understood to mean only:
   
   a. the reasonable costs necessary to determine the cause and extent of the damage, insofar as the determination concerns damage in the sense of these provisions;
   b. the reasonable costs incurred to ensure that the defective performance of Expose IT meets the contract, unless the defect is not attributable to Expose IT;
   c. reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to the limitation of direct damage as referred to in these general conditions.
6. The client cannot invoke art. 7:404, 7:407 paragraph 2, and 7:409 BW. Furthermore, the client will indemnify Expose IT against all (liability) claims made by third parties in connection with the contract against Expose IT. The client is obliged, at Expose IT's request, to provide all (written) information desired by Expose IT regarding the (history and relationship with the) third party. If Expose IT is addressed by third parties, the client is obliged to assist Expose IT both in and out of court and to do everything necessary for a successful legal defense. If the client fails to do so, then Expose IT is entitled to take action itself without prior notice of default. All costs and damages incurred by Expose IT will be borne by the client.
7. If it is established that the client's complaint is unfounded, the costs incurred as a result, including investigation costs, will be entirely at the client's expense.
8. The limitations of liability for direct damage included in these provisions do not apply if the damage is attributable to intent or gross negligence on the part of Expose IT or its subordinates.

Art. 8. - Intellectual Property and Privacy

1. Without prejudice to what is otherwise provided in these general conditions, Expose IT retains the rights and powers that Expose IT holds under copyright law and all other intellectual property laws and regulations. No permission to use Expose IT's intellectual property may be derived from the contract between Expose IT and the client, unless explicitly stated.
2. All documents provided by Expose IT, such as designs, sketches, drawings, software, reports, advice, agreements, etc., as well as items are intended solely for use by the client and may not be reproduced, disclosed, or made known to third parties by the client without the prior written consent of Expose IT, unless otherwise follows from the nature of the provided documents. The client is not allowed to register itself or a third party as a rights holder or owner of any intellectual property of Expose IT.
3. Expose IT reserves the right to use the knowledge obtained through the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.
4. In the event of a breach of the provisions in paragraphs 1 and 2 of this article as well as in art. 9, the client incurs an immediately due penalty of €10,000 per individual infringement as well as a penalty of €750 per day (part) that the infringement occurs or has occurred. This penalty applies in addition to Expose IT's right to recover its actual damages from the client.
5. Expose IT uses digital communication and cloud computing in the context of executing the contract with the client. Expose IT is the data controller for the processing of personal data and processes personal data in accordance with legal obligations and its privacy statement. It takes appropriate organizational and technical measures to secure the data. Expose IT is not liable for data loss or unauthorized access to data that occurs despite the measures taken by Expose IT. Expose IT is also not liable for data loss or unauthorized access, even if this occurs during the transfer of data over public networks or through the use of networks and systems of third parties. The client agrees that Expose IT uses digital communication means and services, including cloud services, for the storage and transfer of data.

Art. 9. - Confidentiality

1. The client is obliged to keep all information that he obtains as a result of the (business) relationship with Expose IT, whether intended or not, confidential, particularly all possible financial data and all forms of intellectual property, which Expose IT might (theoretically) wish to keep confidential.
2. If the client engages third parties who may become aware of the information referred to in paragraph 1, the client will impose a contractual confidentiality obligation on these third parties, which is at least equal to that agreed here.
3. The confidentiality obligation does not apply if a party is obliged to disclose information due to a statutory provision or a judicial ruling that has the force of res judicata.

Art. 10 - Exhibitions

1. 1. In addition to all other articles of these general conditions, the rules of this article apply to agreements related to exhibitions, without any inferences contrary to other articles of these general conditions.
2. 2. If the client terminates an agreement regarding an exhibition (and/or does not physically appear at the exhibition), Expose IT is entitled to demand the following part of the agreed contract value from the client:
   - more than 365 days before the agreed start date of the exhibition: 25%;
   - between 365 and 62 days before the agreed start date of the exhibition: 50%;
   - between 62 and 31 days before the agreed start date of the exhibition: 75%;
   - less than 31 days before the agreed start date of the exhibition: 100%.
   
   This compensation is forfeited in addition to Expose IT's right to claim its actual damages.
3. The client is always required to follow the (house) rules of the location where the exhibition takes place as well as the instructions of Expose IT. The client prevents danger and/or inconvenience to third parties, especially regarding items placed by the client in/on/at the space provided by Expose IT.
4. Expose IT has the right to change the agreed characteristics of the exhibition, such as the (preparation) dates, the location, the theme, the promotion, the floor plan, and/or the actual occurrence of an exhibition, at its discretion without being liable to the client.
5. The client is not allowed to allow the space provided to it at an exhibition to be used for free or for payment by third parties.
6. Mobile sales or promotions outside the space provided by Expose IT is prohibited both at the location of the exhibition and in the immediate vicinity.
7. The client is responsible for adequately insuring its interests and risks.
8. The client will leave the space provided by Expose IT clean and vacant after the agreed usage period, failing which Expose IT is entitled to do so itself without prior notice and charge the client for all associated (cleaning, transport, and/or storage) costs.

Art. 11. - Final Provisions

1. All agreements to which these provisions apply are governed by Dutch law. The applicability of the Vienna Sales Convention is excluded. Any dispute between the parties will be submitted exclusively to the competent court in the Dutch place of establishment of Expose IT. Only Expose IT also has the right to designate the court that is competent according to legal provisions.
2. Without prejudice to the provisions in paragraph 1 of this article, the client and Expose IT agree that, only if Expose IT wishes, a dispute will be submitted to an arbitration institution of Expose IT's choice.
3. If and to the extent that these general conditions are found to be in conflict with any mandatory provision of national or international legislation, only this provision will be considered as not agreed and these general conditions shall otherwise remain binding on the parties. In such a case, the parties undertake to agree on a new provision that corresponds as closely as possible to what the parties intended in the non-binding provision.
4. Expose IT can change and/or supplement these general conditions at any time and declare the new version applicable to the client, provided that Expose IT observes a notice period of two months after written notification of the amendment to the client. The client will be bound by the new conditions at the end of that notice period, unless it has terminated the contractual relationship with Expose IT by that date.
5. If these general conditions have been translated into a language other than Dutch, the Dutch language will prevail in the interpretation thereof.