Article 1 Definitions

The following terms will be expressed throughout these terms and conditions in the hereby defined manner, unless explicitly stated otherwise.

• Service provider: Presis, provider of services and/or goods, from here on out to be referred to as “Presis”
• Client: the counterparty to Presis.
• Agreement: the agreement to provide services.
• In writing: per letter or email.

Article 2 General

1. These terms and conditions are valid for every offer, quotation and agreement between Presis and a client for which Presis has declared these terms and conditions applicable, unless explicitly and in writing stated otherwise by the parties involved.
2. The following terms and conditions are also applicable on all agreements with Presis, for which third parties are to be involved for the execution of said agreements.
3. Potential deviations from these terms and conditions are only valid when explicitly agreed upon by both parties in writing.
4. The applicability of potential purchase or other conditions from the client are explicitly rejected.
5. In the case that one or more of the provisions in these terms and conditions are declared void or destroyed, the other provisions in these terms and conditions remain completely applicable. Presis and client will then deliberate and agree upon new provisions to replace the void c.q. destroyed provisions, whereby the purpose and scope of the original provisions are maintained as much as possible.

Article 3 Offers and quotations

1. All offers are without obligation, unless there is a period of acceptance stated within the offer.
2. The quotations made by Presis are without obligation; they are valid for the duration of 30 days, unless stated otherwise. Presis is merely bound to quotations in case the acceptance of said quotation is confirmed by the counterparty in writing within 30 days, unless explicitly stated otherwise.
3. The prices in the aforementioned offers and quotations are excluding VAT and other governmental charges, as well as potential costs to occur in the context of the agreement, including shipping- and administration charges, unless stated otherwise.
4. Presis is not bound by the acceptance of an offer, if said acceptance deviates (on subordinated points) from the offer as included in the quotation. In which case the agreement will not be concluded in accordance with the deviating acceptance, unless stated otherwise by Presis.
5. A composited quotation does not obligate Presis to execute a section of the assignment in return for a corresponding part of the quoted price.
6. Offers or quotations are not automatically valid for future assignments.
   (See also: Explanation by article under 2)
7. Presis cannot be held to apparent written errors in quotations.

Article 4 Execution of the agreement

1. Presis will execute the agreement to the best insight and ability, in accordance with the requirements of good workmanship. To the extent of the general technical progression at that point in time.
2. Presis reserves the right to leave the performance of specific activities to third parties when seen fit, in case this is required to faithfully execute the agreement.
3. The client is responsible for the timely provision of any and all information that Presis has indicated as necessary, or information that the client should reasonably recognize as required for the execution of the agreement. In the event that said information required for the execution of the agreement is not provided to Presis in a timely manner, Presis reserves the right to suspend the execution of the agreement and/or charge the client for the extra costs arisen from the delay according to usual rates.
4. Presis is not accountable for damage of any kind caused by Presis assumption of incorrect and/or incomplete information provided by the client, unless this incorrectness or incompleteness should have been known to Presis.
5. In case it is agreed upon that the agreement shall be executed in phases, Presis reserves the right to suspend the execution of components belonging to a subsequent phase until the client has approved of the previous phases results in writing.
6. In the event that Presis or third parties engaged by Presis are required to perform activities in the context of the assignment on the premises of the client or on a location designated by the client, the client is to provide free facilities as reasonably desired by the employees in question.
7. The client indemnifies Presis against any claims made by third parties that suffer damages in connection with the execution of the agreement and which are attributable to the client.

Article 5 Modification of the agreement

1. In the event that, during the execution of the agreement, it becomes apparent that a change or addition to the activities is required to successfully carry out the agreement, both parties will timely and by mutual consultation amend the agreement in writing.
2. In the event that both parties agree that the agreement is to be altered or complemented, this could have an effect on the time of completion of the agreement. Presis will inform the client of this alteration as soon as possible.
3. In the event that the alterations of or additions to the agreement bear any financial and/or qualitative consequences, Presis will inform the client beforehand in writing.
4. In the event that a fixed honorarium has been agreed upon, Presis will indicate the extent to which an alteration or addition to the agreement will exceed said honorarium.
5. In deviation to paragraph 3, Presis cannot charge any additional costs in the event that the alterations or additions to the agreement are the result of circumstances attributable to Presis.

Article 6 Contract duration; period of execution

1. The agreement between Presis and a client is valid for an indefinite period of time, unless the nature of the agreement dictates otherwise or both parties explicitly agree otherwise in writing.
2. If a term for the completion of certain activities is agreed upon during the term of the agreement, then this is never a strict deadline. The client must therefore provide Presis with a written notice of default. In the event that the period of execution is exceeded.

Article 7 Honorarium

1. Both parties can agree upon a fixed honorarium when establishing the agreement.
2. In the event that a fixed honorarium is not agreed upon, the honorarium shall be determined based on the actual hours expended. The honorarium shall be calculated according to Presis conventional hourly rates, valid for the period in which the activities are performed, unless a deviated hourly rate is agreed upon.
3. The honorarium and potential cost estimates are excluding VAT.
4. During assignments with a duration of more than three months, the due costs will be charged periodically.
5. In the event that Presis and the client have agreed upon a fixed honorarium or hourly rate, Presis is nevertheless entitled to an increase of said honorarium or rate.
6. Furthermore, Presis is entitled to reasonable pass on increases in price, if the rates of for example wages have been increased in between the time of offer and time of delivery. Presis is obligated to prove said increases by means of written evidence.
7. In addition, Presis is allowed to increase the rates, honoraria, costs and/or prices once per calendar year based on the CBS-index for Zakelijke Dienstverlening (business services).
8. Moreover, Presis is allowed to increase the honorarium if, during the execution of the activities, it becomes apparent that the original agreed upon or expected quantity of work has been insufficiently estimated at the time the agreement was made, and this is not attributable to Presis, given that Presis cannot reasonably be expected to perform the agreed upon activities in return for the original agreed upon honorarium. Presis will inform the client of the intention to increase the honorarium or rate in the occurrence of such an event. Presis will include the size of the increase and the date upon which the increase shall commence in said information.

Article 8 Payment and collection costs

1. Payment should be made within 30 working days after the invoice date, in the by Presis indicated manner in the currency in which declared.
2. Objections to the amount of the declarations do not suspend the payment obligation.
3. In the event that the client fails to complete payment within the period of 30 working days, the client is in default by operation of law. The client is then due an interest of 1% per month, unless the legal interest is higher in which case the legal interest is applicable. The interest on the due and payable will be calculated from the moment the client is in default to the moment of payment of the full amount.
4. In the event of liquidation, bankruptcy, confiscation or suspension of payment, the claims of Presis on the client are immediately due and payable.
5. Presis reserves the right to stretch the payments made by the client firstly in deduction of costs, secondly in deduction of due interest and lastly in deduction of the principal amount and the accrued interest.
6. Presis can, without being in default as a result, reject an offer for payment, in the event that the client appoints a different order of attribution. Presis can reject full repayment of the principal, in the event that the outstanding and accrued interest as well as the costs are not also paid.
7. If the client is in default with regard to fulfilling one or more of his obligations, then all reasonable costs to attain extrajudicial quittance are on behalf of the client. In the event that the client defaults in the timely payment of a sum of money, he forfeits an immediately due and payable reimbursement of extrajudicial collection costs of 15% of the amount due. This with a minimum of €40,00.
8. In the event that Presis has accrued higher costs, which were deemed reasonably necessary, these costs will also be eligible for reimbursement.
9. Any reasonable judicial and execution costs incurred are also for the account of the client.
10. The client owes interest on the collection costs incurred.

Article 9 Retention of title

1. All goods delivered by Presis, including possible designs, sketches, drawings, films, software,(electronic) files, etc., remain the (intellectual and physical) property of Presis until the client has honored the agreement with Presis and all subsequent obligations thereof.
2. The client is not authorized to pledge the goods falling under the retention of title, or to encumber them in any other manner.
3. In the event that a third party seizes the delivered goods falling under the retention of title or wants to establish/assert rights thereon, the client is obligated to inform Presis as soon as can reasonably be expected.
4. The client commits to insure (as well as keep insured) the delivered goods falling under retention of title for fire, explosion and water damage as well as theft, and to make this insurance policy available for inspection upon first request.
5. Goods delivered by Presis, which fall under the retention of title as determined by the provisions of 1. of this article, are only to be resold in the context of normal business operations and never to be used as a means of payment.
6. In case Presis wants to exercise its retention of title as defined in this article, the client already gives Presis or third parties appointed by Presis unconditional and irrevocable permission to enter the facilities where property of Presis is located and to repossess said properties.

Article 10 Warranty and delivery

1. For products with a warranty, the warranty of the products/supplier applies. Presis will try to mediate between the client and the producer/supplier, but eventually drops out.
2. To the extent that indications, usage instructions or maintenance instructions with regard to delivered products are indicated, the client commits to follow said indications and instructions. In any case, the warranty provisions will lapse if acted contrary to these regulations.
3. Presis is not liable for any damage as a result of neglecting to follow the instructions and regulations as stated in article 2.
4. Storage and transportation of products to the agreed upon transfer location are at the risk of Presis. In the event that products are damaged during storage or transportation, Presis will receive a reasonable amount of time to arrange recovery or repairs.
5. Once the delivered products are stored at the client or at a location approved by the client, the client becomes responsible for these products.
6. If the client does not take receival of the goods beyond the will and power of Presis, then he is in default without further notice of default. In this event, Presis is entitled to store the goods at the expense and risk of the client at a location chosen by Presis. Presis is not liable for any damage settlements.
7. Presis is allowed to make partial deliveries.
8. Customs formalities or similar proceedings are at the expense and risk of the client.
9. The client guarantees Presis that the client is in possession of the licenses required to import or transit the purchased goods, and the client safeguards Presis for any claims and fines in that regard.
10. Presis is not in default by merely exceeding the never fatal delivery time, unless intent or guilt on the side of Presis is the case.
11. Presis and the client agree upon the method of delivery and payment in advance.
12. The client is obliged to perform (have performed) a careful inspection upon delivery of the goods with respect to the amount, size and quality of the products. If no individual has been designated to do so, the driver of the vehicle receiving the goods on behalf of the client is expected to inspect and accept the delivery on behalf of the client.
13. The client is obliged to ensure the preservation of the goods as a careful agent at all times. The client is not free to return the goods before Presis has agreed to this in writing.

Article 11 Complaints, investigation, advertisements

1. Complaints about work performed are to be reported by the client in writing to Presis within 8 days after discovery, but no later than 14 days after the concerned work has been completed. The notice of default must describe the shortcomings in as detailed as possible, so that Presis is able to respond adequately.
2. Presis will receive a sufficient amount of time and access from the client to determine the cause of the complaint and, if necessary, correct it.
3. In the event that a complaint is justified, Presos will still carry out the work as agreed upon, unless this has become demonstrably pointless for the client. The latter must be made known by the client in writing.
4. If it is no longer possible or useful to perform the agreed upon work, Presis will only be liable within the boundaries of article 15.

Article 12 Cancellation

1. Both parties can terminate the agreement at any time. With regard to contracts for a definite period, the end date is the cancellation date. With regard to contracts for an indefinite period, a notice period of one full calendar month applies.
2. If the agreement is terminated prematurely by the client, Presis is entitled to compensation for any plausible loss of occupation that has arisen, unless there are facts and circumstances underlying the cancellation that can be attributed to Presis. Furthermore, the client is obliged to pay the invoices for any work performed up until the termination. The provisional results of the work performed up until the termination will therefore be made available to the client with reservation.
3. In the event that the agreement is terminated prematurely by Presis, Presis will ensure the transfer of work still to be performed to third parties in consultation with the client, unless there are facts and circumstances underlying the cancellation that are attributable to the client.
4. In the event that the transfer of work involves additional costs for Presis, these will be charged to the client.

Article 13 Suspension and dissolution

1. Presis is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if: – The client does not or not fully comply with the obligations under the agreement. – after the conclusion of the agreement, Presis becomes aware of circumstances that give good reason to fear that the client will not fulfill the obligations. In case there is good reason to fear that the client will only partially or improperly fulfill the obligations, the suspension is only permitted insofar as the shortcoming justifies it. – when the agreement was concluded, the client was requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient.
2. Furthermore, Presis is authorized to dissolve the agreement or have it dissolved if circumstances of such a nature arise that fulfillment of the agreement becomes impossible or can no longer be required according to standards of reasonableness and fairness, or otherwise if circumstances of such a nature arise that unaltered maintenance of the agreement cannot reasonably be expected.
3. In the event that the agreement is dissolved, the claims of Presis on the client are immediately due and payable. If Presis suspends fulfillment of the obligations, it will retain its rights under the law and the agreement.
4. Presis always reserves the right to claim damages.

Article 14 Return of items made available

1. In the event that Presis has made items available to the client through performance of the agreement, the client is obligated to return the delivered goods in their original state within 14 days, without defects and in full. If the client does not comply with this obligation, all resulting costs are on his account.
2. In the event that the client, after an exhortation to that effect, for whatever reason still fails to fulfill the obligation referred to in paragraph 1., Presis is entitled to recover the resulting damages and costs, including replacement costs, from the client.

Article 15 Liability

1. In the event that Presis is liable, this liability is limited to what is regulated in this clause.
2. In the event that Presis is liable for direct damages, then that liability will be limited to a maximum of two times the declaration amount, only for the part of the assignment to which the liability applies, limited to a maximum of €1000 (Sedge: one thousand euros). The liability is at all times limited to the maximum settlement amount provided by the insurer of Presis, plus the deductible excess of Presis.
3. Contrary to what is stipulated under section 2. of this article, in case of an assignment with a term longer than six months, liability is further limited to the fee part owed over the last six months.
4. Direct damages exclusively means: – the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions; – any reasonable costs incurred to uphold the defective performance of Presis to the agreement, unless these cannot be attributed to Presis; – reasonable costs incurred to prevent or limit damages, insofar as the client demonstrates that these costs have led to the limitation of direct damages as referred to in these terms and conditions.
5. Presis is never liable for indirect damages, including consequential damages, loss of profit, missed savings and damages due to business interruption.
6. The limitations on liability for direct damages as defined by these terms and conditions do not apply if the damage is due to intent or gross negligence by Presis or its subordinates.

Article 16 Indemnities

1. The client safeguards Presis from claims made by third parties regarding the rights of intellectual properties on materials and data provided by the client, used in the execution of the agreement.
2. In the event that the client provides Presis with information carriers, electronic files or software etc., the client guarantees that these information carriers, electronic files or software are free of viruses and defects.

Article 17 Risk transitions

1. The risk of loss or damage to items subject to the agreement transitions to the client when these have been legally and/or factually delivered and thereby within the power of the client or of a third party appointed by the client.

Article 18 Force majeure

1. Parties involved are not bound to fulfill any obligations, in the event that they are impeded as a results of circumstances not due to fault, and is not for their account under law, a legal act, or any current opinion.
2. In these terms and conditions, force majeure is understood to mean, in addition to that which is defined in law and case law, all external causes, foreseen or unforeseen, over which Presis has no influence, but as a result of which Presis is unable to fulfill its obligations. This includes strikes within the Presis company.
3. Presis also has the right to invoke force majeure if the circumstances that prevent (further) fulfillment occurs after Presis should have fulfilled its obligations.
4. Parties can suspend the obligations under the agreement during a period of force majeure. In the event that this period continues beyond two months, each party is entitled to dissolve the agreement, without obligation to pay compensation to the other party.
5. Insofar Presis has, at the time of the occurrence of the force majeure event, partially fulfilled its obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, Presis is entitled to invoice the parts fulfilled or to be fulfilled separately. The client is obliged to pay this invoice as if it were a separate agreement.

Article 19 Confidentiality

1. Both parties are obliged to maintain confidentiality of all confidential information (including personal information) that they have obtained from each other or from a third source under their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.
2. If, on the basis of a statutory provision or a court decision, Presis is obliged to provide confidential information to third parties designated by law or the competent court, and Presis cannot rely on a legal or recognized or permitted by the competent court right of refusal, then Presis is not obliged to pay compensation or indemnification and the other party is not entitled to dissolve the agreement on the grounds of any damages resulting from this.
3. Presis publishes a separate Privacy Statement on its website.

Article 20 Intellectual property and copyrights

1. Without prejudice to the other provisions determined in these terms and conditions, Presis reserves the rights and authorities vested in Presis under the Dutch Copyright Act and other legislation and case law on intellectual property.
2. All documents provided by Presis, such as reports, advice, agreements, designs, sketches, drawings, software etc., are exclusively intended for the client’s use and may not be reproduced, published, edited or distributed to any third party, unless the nature of the documents provided dictates otherwise.
3. Presis reserves the right to use the knowledge gained through the execution of the work for other purposes, as long as no confidential information is disclosed to third parties.

Article 21 Samples and models

1. In the event that a sample or model has been shown or provided to the client, it is presumed to have been provided solely as an indication, unless it has been explicitly agreed upon that the product to be delivered will correspond to this.
2. In the case of an assignment relating to real-estate, any indication of the surface area or other dimensions and indications are presumed to be intended as only an indication, without the need for the product to be delivered to comply.

Article 22 Non-takeover personnel

1. During the term of the agreement as well as up until one year after its termination, the client will in no way, except after good business consultation with written agreement on this matter has occurred with Presis, employ or hire, directly or indirectly, employees of Presis or of companies that Presis has appealed to for the implementation of this agreement and who are (have been) involved in the execution of this agreement.

Article 23 Disputes

1. The judge in the place of business of Presis has exclusive jurisdiction to hear disputes, unless the sub district court judge has jurisdiction. Nevertheless, Presis retains the right to submit the dispute to the court that has jurisdiction according to the law.
2. Parties will only appeal to the courts after they have made every effort to settle a dispute by mutual agreement.

Article 24 Applicable law

1. Dutch law applies to every agreement between Presis and the client.
   Article 25 Alteration, explanation and location of the conditions
   In the event that the content and scope of these terms and conditions are explained, the Dutch text will always be decisive.
2. The most recently filed version or the version that applied at the time the agreement was concluded always applies.