General terms and conditions Starcheck BV

These terms and conditions are a translation of the Dutch-language terms and conditions of Starcheck BV. In the event of disputes, only the Dutch terms and conditions apply.

Definitions

The following definitions apply in these terms and conditions:

1. Starcheck: Starcheck B.V.
2. Client: the natural or legal person who has instructed Starcheck to perform work.
3. Activities: all activities that have been commissioned or that are performed or should be performed by Starcheck for other reasons directly related to the assignment.

Article 1 – General

These terms and conditions apply to all offers, agreements, and all ensuing commitments from Starcheck B.V. and all its affiliated companies, acting together under the name ‘Starcheck’ and established in 5616LZ Eindhoven at the Kastanjelaan 400.

These terms and conditions have been filed at the Chamber of Commerce in Eindhoven under number 65631951.

Deviations from these conditions can only be made in writing and then only apply to the specific agreement to which the deviations relate.

In the event of a conflict between the terms and conditions of Starcheck and those used by the client, the terms and conditions of Starcheck apply exclusively to the assignment.

An assignment can be given orally or in writing. Proof of an assignment includes written notification by the client, written confirmation of the assignment by Starcheck, and, in the case of an oral assignment, cognizance by the client of the fact that Starcheck started the work without the client directly protesting in writing.

Article 2 – Offers, assignments

1. Offers from Starcheck must be considered as a whole and are valid for 30 days or so much longer or shorter than stated therein but are always made without obligation.
2. The prices stated in an offer are exclusive of VAT unless stated otherwise.
3. If the service is provided by Starcheck on an hourly basis, the hours actually spent will be charged. The time administration used by Starcheck is considered correct, subject to proof to the contrary.
4. If no agreements have been made between parties about the payment of an assignment, the usual hourly rate applies at Starcheck.
5. Starcheck reserves the right to separately charge travel, accommodation, office, or material costs incurred, insofar as these exceed the usual costs.
6. How the assignment must be carried out is determined in consultation with the client.
7. An assignment is not strictly limited to the activities that were specifically named when it was granted but also includes all those activities whose execution reasonably fits within the scope of the assignment.
8. After a consultation, Starcheck reserves the right to refuse an assignment.

Article 3 – Quality

1. Starcheck will carry out the assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. If and in so far required for the proper execution of the assignment, Starcheck has the right to have certain work done by third parties.
3. With regard to assignments involving assessment or psychological research, Starcheck complies with the professional code of the Netherlands Institute of Psychologists, NIP for short. This professional code can be found at the internet address www.psynip.nl.
4. With regard to advisory activities, Starcheck adheres to the code of conduct of the Association of Organizational Experts and Advisors, or OOA for short. This code of conduct can be found on the internet address www.ooa.nl.
5. With regard to training activities, Starcheck complies with the professional code of the Dutch Association of Training Officers, in short NVO2. This professional code can be found on the internet address www.nvo2.nl.
6. The client is obliged to provide the necessary cooperation for the performance of Starcheck.
7. The client ensures that all data that Starcheck indicates is necessary or that the client should reasonably understand to be necessary for the execution of the assignment is provided to Starcheck promptly. If the information required for the execution of the assignment is not provided to Starcheck in time, Starcheck has the right to suspend the execution of the assignment and/or to charge the client for the extra costs resulting from the delay following the usual rates.
8. Starcheck is not liable for damage of whatever nature caused by Starcheck starting from incorrect and/or incomplete data provided by the client unless it should have been aware of this inaccuracy or incompleteness.

Article 4 – Change

1. If during the execution of the assignment it appears that for proper execution, it is necessary to change or supplement the work to be performed, both parties will adjust the assignment accordingly on time and in mutual consultation.
2. Changes to orders are only binding if these changes have been accepted by Starcheck.
3. If both parties agree that the assignment is changed or supplemented, the time for completion of the implementation may be affected. Starcheck will inform the client of this as soon as possible.
4. If the change or supplement to the assignment can have financial and/or qualitative consequences, Starcheck will consult with the client about this.

Article 5 – Cancellation

1. Cancellation by the client of agreements concluded with Starcheck can only take place by means of a registered letter addressed to Starcheck or via e-mail to supportdesk@starcheck.nl.
2. The cancellation procedure is started as soon as Starcheck has received such a message.
3. If a letter as referred to in the previous paragraph reaches Starcheck, the client is legally liable for a claim that is immediately due and not recoverable by the following levels:

A. For assignments with an amount of less than € 5,000.00

Cancellation Fee

• Within 2 days before the start of the assignment: 100% of the agreed amount;
• 3 to 7 days before the start of the assignment: 75% of the agreed amount;
• 8 to 14 days before the start of the assignment: 50% of the agreed amount;
• more than 14 days before the start of the assignment: 25% of the agreed amount.

B. For assignments with an amount between € 5,000.00 and € 12,500.00

Cancellation Fee

• Within 5 days before the start of the assignment: 100% of the agreed amount;
• 6 to 14 days before the start of the assignment: 75% of the agreed amount;
• 15 to 30 days before the start of the assignment: 50% of the agreed amount;
• more than 30 days before the start of the assignment: 25% of the agreed amount.

C. For assignments with an amount of more than € 12,500.00

Cancellation Fee

• Within 14 days before the start of the assignment: 100% of the agreed amount;
• 15 to 30 days before the start of the assignment: 75% of the agreed amount
• 31 to 60 days before the start of the assignment: 50% of the agreed amount
• more than 60 days before the start of the assignment: 25% of the agreed amount

4. All amounts mentioned are exclusive of VAT. Applying a cancellation procedure is not a safeguard against any material and immaterial damage suffered by Starcheck and suffered by the client. The costs incurred by Starcheck and obligations already entered into which it can no longer cancel will be borne entirely by the other party.

Article 6 – Complaints

1. Complaints must be made to Starcheck by registered letter and at the latest within 14 days after the defect has been established. This letter must at least state the nature of the complaint and / or the defect, how it was found, and the cause thereof.
2. The client loses all rights and powers that were at its service on the grounds of a defect if it has not complained within the aforementioned periods and in the manner indicated above, and it has not allowed Starcheck to repair the defects.

Article 7 – Intellectual Property

1. Unless otherwise agreed, Starcheck retains the copyrights, as well as all other intellectual property rights on the materials provided by Starcheck, including designs, sketches, images, drawings, models, algorithms, mappings, libraries, software, and quotations. These documents remain the property of Starcheck and may not be copied, shown to third parties, or used or reproduced in any other way without the express written permission of Starcheck, regardless of whether costs have been charged to the client for this.
2. Starcheck reserves the right to use the knowledge gained through the execution of the assignment for other purposes, insofar as no confidential and client-identifiable information is disclosed to third parties.
3. The client is prohibited without the prior written permission of Starcheck that products, including algorithms, libraries, mappings, computer programs, system designs, working methods, processes, models, advice, and (model) contracts, have (or have them reproduced), published, exploited or exploited, available to third parties.
4. Making such available is, however, permitted if this is done to obtain an expert opinion on the activities of Starcheck; in that case, the client is obliged to stipulate written confidentiality for the benefit of Starcheck from the person from whom that expert opinion is requested.

Article 8 – Confidentiality

1. Starcheck is prohibited, either during the present agreement or after its termination, in any way whatsoever, directly or indirectly, in any form whatsoever and any form whatsoever, from disclosing any confidential information that Starcheck has provided by the client. Has been made available, or Starcheck has obtained information made available to Starcheck by the client.
2. This obligation of confidentiality also applies to the client towards Starcheck.
3. Information is considered confidential if this is communicated by the other party or if this results from the nature of the information.

Article 9 – Liability

1. The liability of Starcheck for all direct damage suffered by the client and exclusively related to or caused by non-timely, improper or improper execution of the work is limited to a maximum of the amount of the fee, excluding VAT, that Starcheck has charged or will charge in the context of the assignment in question, whereby for the definition of the limits of an assignment and the determination of the amount of the fee, the administration of Starcheck will provide binding evidence. For assignments with a lead time longer than six months, a further limitation of the liability referred to here applies to a maximum of the invoice amount for the last six months. In addition to the foregoing, the liability for the direct damage described here is, in any case, limited to a maximum of € 100,000 per assignment and a maximum of € 100,000 per year.
2. Except in the case of intent or gross negligence on the part of Starcheck, the latter is not liable for any indirect damage suffered by the client in connection with or caused by an error in the performance of work, including indirect damage including consequential damage and stagnation in the regular course of affairs in the client’s company.
3. If there is damage for which Starcheck is liable, it has the right at all times to undo the damage if and to the extent that this is possible.
4. Starcheck is not liable for damage, loss, or destruction of documents during transport or during dispatch by mail, regardless of whether the transport or dispatch is carried out by or on behalf of the client, Starcheck or third parties, nor for loss or corruption of data in communication by telefax and / or e-mail.
5. If information or documents from the client that Starcheck has in its possession are lost or damaged, Starcheck is not liable.
6. Any claims from the client must be submitted within three months of discovering the damage, failing which the client has processed his rights.

Article 10 – Payment, compensation

1. Payment must be made within 30 days after the invoice date by transferring the amount due, stating the invoice number. After this period, default occurs by operation of law.
2. From the due date, Starcheck reserves the right to charge 1% interest per month, increased by € 375.00 administration costs per reminder.
3. All judicial and extrajudicial costs incurred by Starcheck to achieve compliance with the obligation of the client are at the expense of the client.
4. Payments made by the client are first and foremost to settle all interest and costs owed, and secondly, the invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.
5. Payment must be made without discount or settlement.
6. Claims of Starcheck against the client are immediately due and payable in the following cases:

in the case of debt restructuring, liquidation, bankruptcy, or suspension of payment of the client;

1. if Starcheck becomes aware of circumstances that give it a good reason to fear that the client will not meet its obligations after the order has been issued;
2. if Starcheck has asked the client at the conclusion of the agreement to provide security for compliance and this security is not provided or is insufficient.
3. In the cases mentioned under 10.6, Starcheck is authorized to suspend further execution of the assignment or to terminate the agreement, all this without prejudice to Starcheck’s right to claim compensation.

Article 11 – Force majeure

1. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood by law and jurisprudence, all external, unforeseen causes over which Starcheck cannot influence, but as a result of which Starcheck is unable to meet its obligations.
2. Starcheck’s obligations are suspended during force majeure.
3. If Starcheck is prevented by force majeure from completing the agreement, Starcheck can, without any obligation to pay compensation and without prejudice to its further rights, dissolve this agreement without legal intervention.
4. The client will at all times, also in the event of force majeure, pay Starcheck the fees owed to Starcheck for services already provided and investments under this agreement.

Article 12 – Applicable law

All offers, agreements, and all ensuing commitments from Starcheck are exclusively governed by Dutch law.

Article 13 – Change

Starcheck is authorized to make changes to these terms and conditions. These changes take effect at the announced time of entry into force. Starcheck will send the amended conditions to the client in time. If no time of entry into force has been notified, changes will become effective vis-à-vis the client as soon as the change has been notified to him.