Rootsteps General Terms and Conditions

Registered with the Chamber of Commerce in The Hague under number 88003892 with VAT number NL004521495B58.

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Article 1: definitions

1.1 “Customer”: any legal person or person, or his/her representative (s), agent (s), legal successor (s) and beneficiaries, who has entered into an agreement

go or who wants to enter into an agreement with Rootsteps.

1.2 “Contractor”: Rootsteps, registered with the Chamber of Commerce in The Hague under number 88003892.

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Article 2: Applicability

2.1 These general terms and conditions apply to all offers, offers, agreements, agreements, deliveries and other activities carried out by or on behalf of the contractor.

2.2 These terms and conditions also apply to all agreements where the Contractor engages third parties to execute that agreement.

2.3 The client's general terms and conditions do not apply to an agreement entered into with the contractor.

2.4 If any provision of the agreement or the general terms and conditions is null and void, the entire agreement is not invalid. In that case, the contractor is entitled to replace this provision with a provision that comes as close as possible to the intention of the void provision, provided that this is not unreasonably burdensome for the client.

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Article 3: Offers and Acceptance

3.1 All offers made by the Contractor are without obligation, unless the Contractor has expressly stipulated otherwise in writing.

3.2 All offers expire 14 days after they have been notified to the client, unless otherwise stated. The contractor is only bound by the offer if the other party confirms its acceptance in writing (by letter or e-mail) within 14 days. If delivery takes place after 14 days, the contractor is entitled to change the lead time or amounts. The prices mentioned in the offers (and offers) do not include VAT, unless otherwise indicated.

3.3 All specifications provided by the contractor with regard to numbers, options and prices have been drawn up with great care. The Contractor cannot rule out deviations and therefore does not give any guarantees in this regard.

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Article 4: Conclusion of the agreement

An agreement is concluded on the day that the client confirms the contractor's offer. This must be done within 14 days after the bid has been made. If this period is exceeded, the contractor is entitled to change the amounts or lead time.

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Article 5: Extra work

5.1 The contractor performs work on the basis of a pre-agreed fixed fee or price agreement. Changes in the project proposal or quote at the request of the client and after the price has been determined may lead to a price adjustment by the contractor. Contractor reserves the right not to make changes and/or corrections at any time.

5.2 The contractor is entitled to charge for additional additions, hardware, tests, meetings and/or performances that take place at the request of the client.

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Article 6: Implementation

6.1 Contractor will execute the agreement to the best of its knowledge and ability. Contractor will make every effort to carry out the work properly. However, the contractor cannot guarantee that the work will always achieve the result desired by the client.

6.2 Contractor has the right to outsource certain activities to external parties.

6.3 The client is obliged to provide the contractor with all information necessary to execute the agreement in a timely manner. The need for data is stated in a request from the Contractor to provide this information or results from the nature of the information that the Client should reasonably understand is necessary for the execution of the agreement. The Client is responsible for the accuracy and completeness of the information provided by him. If the Contractor does not receive the information in time, the Contractor reserves the right to temporarily or permanently terminate the execution of the agreement. A delay caused by the client's failure to provide information in time involves costs that are invoiced by the contractor to the client at the contractor's regular rates.

6.4 The Client ensures that the material that is made public does not violate Dutch laws and regulations and the Dutch Advertising Code and does not infringe the rights of third parties. The information, texts and images provided by the customer must respect intellectual property rights. According to the contractor, the contractor can refuse or terminate the agreement or assignment if the material does not meet these requirements.

6.5 If it has been agreed that the agreement will be executed in phases, the contractor is entitled to suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing and has paid the invoice for them.

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Article 7: Delivery

7.1 If a period has been agreed for the completion of certain activities during the term of the agreement, this period is only an indicative period and never a deadline, unless otherwise expressly agreed in writing.

7.2 If the contractor expects that a certain period will not be met, he will inform the client as soon as possible.

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Article 8: Amendment

8.1 If, during the execution of the agreement, it appears that it is necessary for the quality of the result to change or supplement the work performed, the parties will amend the agreement accordingly in time and in consultation.

8.2 If the parties agree that the agreement will be amended or supplemented, it is possible that the delivery period will be extended, causing the project to be delayed. Contractor will inform the client about this as soon as possible.

8.3 If the changes to or additions to the agreement have financial and/or quality-related consequences, the contractor is entitled to charge the client for the costs thereof. The contractor will inform the client about this in advance.

8.4 A change or addition to the agreement may lead to an adjustment of the pre-agreed rates. The Contractor will inform the Client about the effect on the fee if the changes are made.

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Article 9: Fees

9.1 All prices and estimated costs do not include VAT unless otherwise stated.

9.2 If no fixed fee has been agreed, the fee will be determined on the basis of hours spent. The fee is calculated in accordance with the Contractor's usual hourly rates applicable in the period that the work is carried out, unless a different hourly rate has been agreed.

9.3 For orders that take more than three months, the work performed or services provided will be charged monthly, unless otherwise expressly agreed in writing.

9.4 Prices are based on the factors applicable at the time of issuing or concluding the agreement, including salaries, social and tax charges, premiums, insurance premiums, etc. If there are changes in these or other price-determining factors After the provision or conclusion of the agreement and before the service is completed or before delivery, the contractor is entitled to adjust the prices it charges and invoice the client if at least 3 months have elapsed after the commencement date of the agreement.

9.5 For orders where it has been agreed that the client will use a contractor's product or service under a subscription or license, the use of this will be charged monthly, unless otherwise expressly agreed.

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Article 10: Confidentiality

10.1 The parties have a duty to maintain the confidentiality of all confidential information, concepts, formats or ideas obtained from each other or another source as part of the agreement, whether provided in writing or orally and regardless of who received it. Information is considered confidential if the other party has indicated that this is the case or this results from the nature of the information. Concepts, formats and ideas are always considered confidential.

10.2 The Contractor is allowed to provide the Client's name and logo as a reference and to make it known as such.

10.3 The (personal) data provided to the Contractor via the Contractor's site will be treated confidentially. This information is not provided to third parties.

10.4 The Client gives the Contractor permission to include his personal data in the register of Contractor's personal data that is necessary for its administration. This recording of personal data includes both account and traffic information and is only accessible to the Contractor and is not provided to third parties unless the Contractor is required to do so by law or court order.

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Article 11: Exclusivity

11.1 The Client will not make use of other parties to execute the agreement. The contractor therefore receives the exclusive right to carry out the assignment when entering into the agreement.

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Article 12: Intellectual Property Rights

12.1 The copyrights and other intellectual property rights to all services and items developed by the Contractor are owned by the Contractor, unless otherwise expressly agreed in writing. The Client is aware of this and will not infringe these rights.

12.2 All information provided by the Contractor, such as (digital) reports, concepts, data, checklists, advice, formats, designs, sketches, software, applications, etc. are intended for use by the client only. The Client is not allowed to publish and/or reproduce information received from the Contractor in any form, including selling, editing, making available, distributing and integrating (whether or not after processing) into networks, unless such disclosure and/or reproduction is permitted in writing by the Contractor and/or such disclosure and/or reproduction results from the nature or purpose of the agreement with the Contractor.

12.3 Contractor reserves the right to use the knowledge gained from the work carried out for other purposes, provided that no confidential information from the client is disclosed to third parties.

12.4 The Client indemnifies the Contractor against all third-party claims with regard to intellectual property rights with regard to the disclosure and/or reproduction of the texts, images or other information provided by or on behalf of the client to the Contractor.

12.5 If the client acts in violation of paragraphs 1 and/or 2 of this article, the client owes an immediately due and payable penalty of three times the amount stipulated for that agreement, without prejudice to Rootsteps' right to compensation.

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Article 13: Contract duration and termination

13.1 An agreement is entered into for an indefinite period of time, unless the parties have expressly agreed otherwise in writing.

13.2 A fixed-term agreement cannot be terminated prematurely.

13.3 After the term of the agreement for a certain period, the contract period will be automatically extended by the same period if the client has not terminated the agreement in writing or has not observed a notice period of two (2) months.

13.4 The Contractor can terminate the agreement in whole or in part without notice of default and without judicial intervention if the Client is granted a suspension of payment (whether or not provisional), if the Client's bankruptcy has been filed for bankruptcy or if his/her company is liquidated or terminated other than for the purpose of rebuilding or merging companies. Due to termination, the Contractor is never obliged to pay any compensation for these reasons. If the client has already received performance upon termination of the agreement, this performance and the relevant payment obligation will not be cancelled, unless the contractor is in default with regard to that performance. Amounts invoiced by the Contractor for items delivered or performed prior to termination in the execution of the agreement are fully due and payable subject to the provisions of the last sentence and become immediately due and payable at the time of termination.

13.5 If the Client wants to cancel an agreement for whatever reason after it has been concluded and the Contractor has agreed to this cancellation, the Client owes 75% of the order price (excluding VAT) in cancellation costs, without prejudice to the Contractor's right to full compensation for damage, including lost income.

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Article 14: Payment

14.1 Payment must be made within 14 days of the invoice date, in the manner specified by the contractor, in the invoiced currency, without any discount or settlement. The client is not entitled to compensation or suspension. The currency day indicated on the contractor's giro/bank statement is decisive and is therefore considered a payment day.

14.2 Connectivity and management agreements, as well as other subscriptions, are invoiced in advance per month, quarter or year, as agreed.

14.3 Maintenance contracts and licenses are pre-invoiced monthly, quarterly, or annually.

14.4 The Client is in default without a reminder after the expiry of the last payment term of 14 days after the expiration of the invoice date. The Client is in default from that date and owes interest of 1% per month on the due amount, unless the statutory interest rate is higher, in which case the statutory interest will apply from the time of the default.

14.5 In the event of liquidation, bankruptcy or suspension of payment, the contractor's claims and the client's obligations towards the contractor become immediately due and payable.

14.6 The amounts stated on the invoice are deemed to have been approved by the client, unless the client objects in writing within 5 days of the invoice date.

14.7 All reasonable costs incurred in obtaining an extrajudicial settlement or settlement in court will be borne by the client if the client is in default of one or more of its obligations. The contractor is entitled to charge extrajudicial collection costs of 15% of the outstanding amount with a minimum of €250 excluding VAT, without prejudice to its right to claim the full collection costs from the client.

14.8 The Contractor is entitled to (temporarily) decommission products and services and/or restrict the use of products and services if the Client fails to fulfil an obligation towards the Contractor, after the Client has been informed of this and has sent the Contractor a letter of summons, or if the Client breaches these general terms and conditions of delivery. The Contractor will inform the Client about this in advance, unless this cannot reasonably be expected of the Contractor. During this closure, the obligation to pay the amounts due remains. The products and services will be made available again after the client has fulfilled its obligation within the period set by the contractor and the amount of €100, - excl. VAT for making the products and services available again has been paid.

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Article 15: Liability

15.1 Unless there is intent or gross negligence on the part of the Contractor, the Contractor is not liable for any damage suffered by the Client or any third party as a result of a shortcoming by the Contractor or its employees or third parties engaged by the Contractor, expressly not including intentional acts or gross negligence on the part of third parties engaged by the contractor.

15.2 The Contractor is never liable for damage suffered by the Client caused by: a) errors in advice, materials and/or automated files provided by the Contractor; b) data and reports and data provided by the Client are not (anymore) available. c) due to images, texts, images or other data provided by the Client and/or unlawful use thereof by the Client; d) for the content of advertisements or publications by other customers or authors or third parties in the same or another edition, section and/or elsewhere in the electronic service, which could impair the purpose of the publication intended by the customer; e) due to a failure in the electronic services of the contractor and third parties, such as providers, network operators or other telecommunications networks, and a violation of the obligations of the contractor's suppliers. f) a faulty and/or slow and/or non-working and/or technically defective internet connection; g) non-functioning fulfillment by the Client of the obligations, guarantees or statements mentioned in the agreement or these terms and conditions.

15.3 If the Contractor is liable for damage suffered by the Client (taking into account the previous paragraphs), this liability is always limited to a maximum of the invoice value of that specific part of the agreement to which the liability relates. Liability for any form of consequential loss, including lost profit, business interruption, reputational damage or lost profit, is expressly excluded.

15.4 Any complaint regarding the (non) execution of any order must be clearly specified by the client and must be submitted to the contractor in writing within 14 days of it arising or becoming known. Claims or damages that are not reported within this period will not be dealt with and/or reimbursed. In any case, the limitation period for all legal claims of the Client against the Contractor expires after one year, starting on the day that the relevant obligation under the agreement becomes due and/or the event that caused damage has occurred.

15.5 Contractor advises to the best of his knowledge. However, the contractor assumes no liability for advice provided. Advice provided never releases the client from his obligation to investigate the suitability of the goods to be delivered and/or services to be provided for the intended purpose.

15.6 The contractor also excludes any liability with regard to the operation and any (consequential) damage if the client or a third party makes changes to the software or hardware supplied by the contractor.

15.7 Rootsteps' liability will never exceed the amount paid out by Rootsteps liability insurance.

15.8 The condition for any right to compensation is always that the client reports the damage in writing to Rootsteps as soon as possible after its occurrence. Any claim for compensation against Rootsteps expires just twelve months after the claim arose.

15.9 Rootsteps is not liable for damage caused by auxiliary persons as referred to in article 6:76 of the Dutch Civil Code.

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Article 16: Force majeure

16.1 Contractor is not liable in the event of force majeure. In these general terms and conditions of delivery, force majeure includes, in addition to what is provided by law and case law, all external causes, foreseen and unforeseen, over which the Contractor has no influence, but which prevent the Contractor from fulfilling its obligations. In any case, force majeure includes: strike, excessive staff absenteeism, fire, business and technical failures within the office or with external parties engaged by the Contractor, failure to have sufficient information or provide incorrect information (at the Contractor's discretion), or the lack of sufficient cooperation from the client.

16.2 In the event of force majeure, the Contractor is entitled to regard the agreement (in whole or in part) as dissolved and/or to terminate the agreement (in whole or in part), or to cancel the order without being obliged to pay any compensation to the client. In that case, the Contractor is obliged to inform the Client immediately.

16.3 If the Contractor is able to partially fulfill its obligations when the force majeure occurs, he is entitled to invoice the part already performed and/or to be performed separately and the Client is obliged to pay this invoice as if there was a separate agreement.

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Article 17: Transfer, changes and additions to the agreement

17.1 Neither party is entitled to transfer the rights and obligations under this agreement without written permission from the other party. Changes and additions to this agreement are only valid if they have been agreed in writing between the parties.

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Article 18: Development of software and applications

18.1 If no specifications or a design of the software and applications to be developed were provided to the Contractor at the conclusion of the agreement, the parties will specify in consultation and in writing which software will be developed and how this will take place. Contractor will develop the software with care based on the data to be provided by the client. Client ensures the accuracy, completeness and consistency of this information. If the parties have agreed to use a development method that is characterized by the design and/or development of parts of the software subject to further prioritization to be determined in the execution of the agreement, this prioritization will take place in consultation between the parties.

18.2 The Contractor is entitled, but not obliged, to examine the data, specifications or designs provided by it for accuracy, completeness or consistency and can suspend the agreed work until the client has resolved this.

18.3 The Client is only entitled to use the software in its own company or organization. The source code of the software and the technical documentation that was created during the development of the software can be made available to the client if and insofar as this has been expressly agreed in writing, in which case the client is entitled to make changes to this software. In the event that the Contractor can be legally obliged to provide the source code and/or technical documentation to the Client, the Contractor is entitled to charge a reasonable fee for this.

18.4 The right to use applications and software is not transferable. The Client is not allowed to sell, lease, sublicense, dispose of or establish a limited right to software and carriers of this software or to make them available to third parties in any way or for any purpose, or to provide a third party with access (remote or otherwise) to the software or have a third party host it, even if the third party in question is solely for the benefit of the software. used by the client. The Client will not change the software, other than in the context of correcting errors. The Client will not use the software in the context of data processing for third parties (“time-sharing”). The source code of the software and the technical documentation created with the development of the software will not be made available to the client, even if the client wants to pay for it. The Client acknowledges that the source code is confidential and that it contains Contractor's trade secrets.

18.5 Contractor is not liable for the security of the data that is stored.

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Article 19: Applicable law

19.1 All agreements between client and contractor are governed by Dutch law.

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Article 20: Location of these general terms and conditions

20.1 These terms and conditions can also be downloaded from the Rootsteps website: rootsteps.nl

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