1. General

Date: April 1, 2024
Version 1.0

1.1

In these Engatta Terms & Conditions (hereinafter to be called: ‘Terms’), the following notions in these Terms and related documents will have the following meaning:

• Agreement: any agreement and/or legal relationship(s) of any nature between Parties in respect of the provision of the Services, any amendment thereof or supplement thereto, as well as all acts related to performance of the Agreement(s);
• Customer: any person or legal entity with whom Engatta wishes to enter into, enters into or has entered into a legal relationship;
• Engatta: the private company with limited liability with which Customer has entered or is entering into an Agreement;
• Order: any request by Customer to Engatta to enter into an Agreement concerning the provision of Services;
• Party or Parties: Customer and/or Engatta; proposal: any proposal and/or offer by Engatta to Customer concerning the provision of Services as well as matters relating thereto;
• Services: all services to be made available in any way by or on behalf of Engatta and/or activities to be carried out, of whatever nature for Customer;
• Supplier: supplier(s), subcontractor(s) or licensor(s) of Engatta.

1.2

These Terms shall apply to all Proposals, Orders and/or Agreements. Parties agree and recognize explicitly that no other general (and/or special) purchasing, delivery or other conditions shall apply thereto than these Terms. These Terms may only be deviated from with prior explicit permission from Engatta and agreement in writing on this matter between Parties.

1.3

Should one or more provision of these Terms be null and void or be nullified, the remaining provisions o f these Terms shall remain in full force and Parties shall consult in order to agree new provisions to replace the null and void or nullified provision(s), whereby as far as possible the objective as well as the nature and tenor of those provisions shall be taken into consideration.

1.4

Engatta is entitled to unilaterally change the General Terms & Conditions. The updated Terms also apply to existing agreements. The updated Terms come into effect 30 (thirty) days after publication, unless the customer objects in writing within this period.

2. Agreement

2.1

All Proposals of Engatta shall be without engagement and shall consequently only be deemed to be an invitation to place an Order, except if a term of validity is stated expressly in the Proposal. If a term of validity i s not stated in the Proposal, then the Proposal is valid for a period of fourteen (14) calendar days, thereafter the Proposal will legally expire.

2.2

An Agreement shall only be considered as valid and concluded when and after (i) Engatta has expressly confirmed said Agreement or an Order by post, e-mail or other means of (digital) communication customary in the market, or (ii) Engatta carries out acts from which it is apparent that Engatta has accepted the Order and/or acknowledges or executes the Agreement.

2.3

If there is a question of supplementary work, Engatta shall so advise Customer at the earliest opportunity and will advise him of the consequences thereof in terms of prices, fees, specifications, schedules and terms. Amendments and/or supplements desired by Customer to deliveries of Services agreed between Parties shall only take effect after approval in writing by Engatta. As supplementary work is considered: any amendments and/or supplements that, in Engatta’s view, may lead to such deliveries becoming more difficult or extensive. This supplementary work shall - in the case that Engatta accepts the desired difficulty or extension - be invoiced to Customer separately, also if Parties had previously agreed a fixed price.

2.4

Engatta retains the right to outsource and/or transfer its rights and obligations from any Agreement wholly or in part. Customer shall not have the right to cancel and/or transfer any Agreement (wholly or in part).

3. Services

3.1

Engatta shall make available qualified persons for the delivery of Services and shall make every effort to carry out delivery to the best of its knowledge and ability. Engatta will deliver Services during business days, unless otherwise explicitly agreed upon between Parties in writing.

3.2

All schedules and terms mentioned by Engatta and/or agreed with Engatta have been described and planned to the best of its knowledge on the basis of the information and circumstances known to Engatta when the Agreement was concluded. Engatta shall make every effort to adhere to said schedules and terms; the occasional exceeding of such term or schedule shall not be considered an attributable shortcoming of Engatta. In the case that there is a risk of exceeding such term or it has already been exceeded, Partie s shall consult as soon as possible.

3.3

In case Engatta provides Services and/or products of one or more Supplier, the terms and conditions of the said Supplier shall apply to the related Services and/or products of such Supplier(s), replacing the provisions herein that deviate from those Supplier terms and conditions. Customer shall accept the said terms and conditions of such Suppliers, which shall be available for inspection by Customer at the offices of Engatta, and which terms and conditions will be send to Customer by Engatta at Customer’s request, except where these were already provided together with the Services and/or products or where these terms and conditions were already known to Customer. If and insofar as the said terms and conditions of a Supplier are deemed not to apply to the relationship between Customer and Engatta or are declared inapplicable, for any reason whatsoever, the provisions of these Terms shall apply, with the exception of the previous two sentences.

3.4

Except for the provisions of these Terms and the Agreement, all other explicit or implied stipulations, warranties, conditions and obligations, whether ensuing from the law or not, in respect of fulfillment by Engatta of their obligations arising from any Agreement, shall be excluded, to the extent as permitted by law.

4. Fee and payment

4.1

Customer has the obligation to pay fees to Engatta for the Services rendered, such in conformity with the provisions of the Agreement and these Terms. Fees, prices and rates are expressed in Euro (EUR) and are exclusive of VAT and other government levies and taxes that are or may be due, unless otherwise stated by Engatta in writing.

4.2

All invoices of Engatta will be paid integrally and not later than thirty (30) calendar days after the date of the invoice. Payment shall take place without any set-off, deduction or suspension. Any objections to any invoice or fee invoiced shall be made known to Engatta in a timely manner in writing, which is before the due date of the related invoice or immediately after the moment Customer reasonably could have discovered the objection.

4.3

Per 1 January of each year, Engatta is authorized to adjust the then applicable fee(s), prices and rates in accordance with the applicable index figure for CAO wages (per hour including special remunerations) Producer Price Index for enterprises, as published by the Central Bureau for Statistics ( www.statline.cbs.nl).

4.4

If Customer does not pay the amounts due within the period of thirty (30) calendar days after the date of the invoice, then Customer shall be in default. In the event of a default (i) Engatta (in addition to its other rights to which it is entitled) will be authorized to suspend the execution of the Agreement concerned or part thereof without a prior notice of default being necessary, and (ii) Customer shall be due and pay to Engatta the amount due accumulated with interest of at least one and a half (1.5) percent per month or the statutory trade interest rate, as well as debt collection costs.

5. Obligations customer

5.1

Customer is obliged to timely and adequately provide all access, facilities, equipment, software and licenses thereto, and information which Engatta will reasonably need for the proper execution of any Agreement (and/or that may be useful in any other way), without charging Engatta in this respect. Customer shall also give Engatta all necessary and adequate cooperation required for the proper execution of any Agreement and shall give Engatta instructions (on security and other relevant subjects) likewise without any charge to Engatta.

5.2

If Customer does not (adequately) or timely comply with the provisions of Article 5.1 then Engatta shall in any case have the right to suspend execution of the Agreement concerned and Engatta shall have the right to charge for the costs thereby incurred according to the current prices and fe es valid at that time. Customer holds Engatta indemnified against claims by third parties suffering damage in connection with the execution of any Agreement that is the consequence of acts or omissions of Customer.

5.3

Customer shall be exclusively responsible for the information provided to Engatta by Customer and the selection, use, security, back-up action and application of Services delivered by Engatta, within and outside Customer’s organization, unless previously and unambiguously otherwise agreed between Parties in writing. Customer has the obligation to only use the Services within the boundaries of the terms of the Agreement, these Terms and the applicable laws and regulations. Customer shall procure to advise Engatta immediately of any material or other relevant changes in Customer’s organization or the information provided by Customer.

6. Confidentiality & non-acquisition of staff

6.1

Each Party shall treat all information of a confidential nature received from the other Party, including information relating to commercial, strategic, financial, technical and/or other information and/or knowledge relating to the other Party with the strictest confidence and shall make no statements concerning this to third parties. Such information shall in any case be considered as confidential if this is so indicated by one of the Parties. Parties shall reciprocally be held to take adequate measures and precautions to maintain the secrecy of such confidential information.

6.2

Deviation from the provisions of Article 6.1 may only take place if (i) said information was already generally known in public prior to entering into this Agreement, (ii) said information is disclosed with prior written permission from the other Party and/or (iii) said information must be disclosed to meet a deci sion to that effect by a judicial authority, in which case the Party who is forced to disclose shall so notify the other Party in advance.

6.3

To the extent that personal data of Customer, Engatta and/or third parties are involved, such information shall be processed in a proper, careful and safe manner within the limits of the statutory regulations and the rightful objectives of Engatta and Customer respectively. Beyond the normal business activities of the one Party, that one Party shall otherwise not process any personal data of any nature and/or provide these to third parties other than with the prior and unambiguous permission of the other Party and/or to the extent that the law provides otherwise. Customer is explicitly responsible for any and all (personal) data pr ovided to Engatta by Customer and for the use thereof by Engatta within its ordinary course of business. Each Party shall arrange for its own appropriate technical and organizational measures to protect personal data from loss or from any form of unlawful processing.

6.4

Each Party engages in respect of the other Party, during the term of any Agreement and for one (1) year after termination (irrespective of the reason for termination and/or who initiated such termination) and/or expiry thereof, not to employ, either directly or indirectly (either for himself or for the benefit of others) staff or other co-workers of the other Party who have been involved in execution of said Agreement, Party, nor to have aforementioned staff or co-workers work for them in any other manner, such with the exception of prior, explicit written permission from and agreement with that other Party. In the case of infringement of the provisions of Article 6.4 the infringing Party shall owe other Party, among other things, an immediately due and payable fine of EUR 50.000 (fifty thousand Euro) per infringement, without prejudice to the right of said other Party to recover the entire damage from the infringing Party.

6.5

All rights of intellectual property of Customer to data and information of Customer are and will remain the property of Customer. All rights of intellectual property of Engatta and its Suppliers to all data and information regarding the Services, including the technical documentation, are and will remain the property of Engatta. Customer shall acquire no rights whatsoever other than explicitly described in these Terms and/or any Agreement, or unambiguously confirmed in writing by Engatta to Customer.

7. Limitation of Liability

7.1

Engatta’s total liability arising from or related to the Agreements, Terms, Proposals and/or the performance thereof, is described exhaustively in the provisions of Article 7 and its paragraphs; beyond the cases mentioned in this Article 7 and the paragraphs thereof, Engatta shall not be subject to any further liability for compensation, irrespective of the nature of the claim(s) concerned. Any right of Customer to compensation shall only arise if Customer reports such damage to Engatta in detail in writing, as early as possible after it occurs (but in any case within ten (10) business days after Customer has become aware of such damage, or should have been so aware).

7.2

If and to the extent that any action or omission of Engatta should result in death or bodily injury, Engatta shall be liable for a maximum sum of EUR 100.000 (hundred thousand Euro) per event, whereby a series of connected events shall count as a single event, such with the exception of intention or gross negligence on the part of the management of Engatta.

7.3

Except in cases of intention or gross negligence on the part of the management of Engatta, Engatta shall not be liable for (i) indirect damage (including but not limited to consequential loss, loss of profit, missed savings, damage to data files and damage due to business interruption) as well as (ii) any other damage exceeding the total sum (excluding VAT) invoiced by Engatta to Customer and paid by Customer to Engatta within the period of six (6) months directly prior to the event causing such ‘other damage’, whereby the aforementioned (total) sum to be paid shall not exceed EUR 250.000 (two hundred and fifty t housand Euro). Under ‘other damage’ as referred to in the previous sentence shall exclusively be understood: (i) reasonable costs incurred by Customer (a) in order to determine the cause and extent of that ‘other damage’, (b) to prevent or limit such ‘other damage’ provided that these reasonable costs have actually led to the prevention or limitation of the ‘other damage’, and (c) to ensure that the performance of Engatta meets the Agreement concerned, to the extent that such Agreement has not been dissolved by Customer, and (ii) damages as described in clause 7.1, and (iii) material damage to goods or other matters belonging to Customer or third parties that are directly connected to Services delivered by Engatta, such excluding damage to software and data files.

8. Termination

8.1

Each Party will be entitled to terminate the Agreement with immediate effect, without any further notice of default and without any prior judicial intervention, by registered letter, if the other Party (i) applies for suspension of payments or is declared bankrupt, or (ii) the other Party is a legal entity and this legal entity is dissolved.

8.2

The Agreement can be terminated in writing by Engatta entirely or partially, without any further declaration of default to Customer and without any judicial intervention, if Customer fails in (timely) observing any obligation on account of the Agreement (including but not limited to payment of amounts due by the Customer ) and after fourteen (14) days have passed after the date of a written notice of default to Customer, all this without prejudice to the other rights Engatta is entitled to.

8.3

If at the time of termination Customer has already taken delivery of any Services of Engatta, these and the related obligation to pay shall not be subject to undoing. Any pending invoice prior to termination in connection with the already delivered Services, will remain due and shall be payable forthwith at the time of termination, without prejudice to any other rights accruing to Engatta.

9. Law & forum

9.1

The laws of the Netherlands shall exclusively apply to these Terms, Proposals and Agreements and/or the performance thereof. The application of the United Nations Convention on Contracts for the International Sale of Services dated 11 April 1980 is hereby explicitly excluded. All disputes arising from the Terms, Proposals and Agreements and/or the performance thereof and/or rela ted thereto shall exclusively be laid before the competent court in Arnhem, unless (i) Engatta as plaintiff or petitioning Party elects for the competent court of the domicile or place of business of Customer or unless (ii) Parties specifically agree in writing on a binding ruling or arbitration in the relevant case.