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.

General Terms and Conditions Starcheck Definitions
In these general terms and conditions, the following definitions apply:

1. Starcheck: Starcheck B.V.
2. Client: the natural or legal person who has engaged Starcheck to perform services.
3. Services: all activities commissioned or otherwise directly related to the assignment and performed or to be performed by Starcheck.

Article 1 – General
These terms and conditions apply to all offers, agreements, and resulting obligations of Starcheck B.V. and all its affiliated entities, collectively operating under the name ‘Starcheck’, located at Kastanjelaan 400, 5616LZ Eindhoven. These terms and conditions have been filed with the Chamber of Commerce in Eindhoven under number 65631951. Deviations from these terms are only valid if agreed upon in writing and shall only apply to the specific agreement to which they relate. In case of conflict between the general terms of Starcheck and those used by the client, only the terms of Starcheck shall apply. An assignment may be issued orally or in writing. Proof of an assignment may include written confirmation by the client, a written confirmation by Starcheck, or, in the case of an oral assignment, the client’s awareness that Starcheck has commenced the work without immediately objecting in writing.

Article 2 – Offers, Assignments

1. Offers from Starcheck should be regarded as a whole and are valid for 30 days, or such longer or shorter period as indicated therein, but are always made without obligation.
2. The prices stated in an offer are exclusive of VAT, unless stated otherwise.
3. If services are provided by Starcheck on an hourly basis, the actual hours spent will be invoiced. The hours recorded by Starcheck will, unless proven otherwise, be considered accurate.
4. If no agreements have been made between the parties regarding the fee for an assignment, the customary hourly rate at Starcheck will apply.
5. Starcheck reserves the right to charge separately for travel, accommodation, office, or material costs, insofar as these exceed the usual expenses.
6. The method of execution of the assignment will be determined in consultation with the client.
7. An assignment is not strictly limited to the activities explicitly named at the time it was issued but also includes all activities that can reasonably be considered part of the assignment.
8. After consultation, Starcheck reserves the right to refuse an assignment.

Article 3 – Quality

1. Starcheck shall perform the assignment to the best of its knowledge and ability and in accordance with the standards of good workmanship.
2. If and insofar as proper execution of the assignment requires it, Starcheck is entitled to have certain activities performed by third parties.
3. Regarding assignments involving assessments or psychological examinations, Starcheck adheres to the professional code of the Netherlands Institute of Psychologists (NIP). This code can be found at www.psynip.nl.
4. Regarding advisory services, Starcheck complies with the code of conduct of the Dutch Association of Management Consultants (OOA). This code can be found at www.ooa.nl.
5. Regarding training activities, Starcheck follows the professional code of the Dutch Association of Training Professionals (NVO2). This code can be found at www.nvo2.nl.
6. The client is required to provide the necessary cooperation for Starcheck’s performance.
7. The client is responsible for ensuring that all information deemed necessary by Starcheck—or that the client should reasonably understand to be necessary for execution of the assignment—is provided in a timely manner. If such data is not provided on time, Starcheck is entitled to suspend execution and/or charge for any delay-related additional costs according to standard rates.
8. Starcheck is not liable for any damage resulting from incorrect or incomplete information provided by the client, unless Starcheck should reasonably have been aware of the inaccuracies.

Article 4 – Modification

1. If during the execution of the assignment it becomes evident that changes or additions to the work are necessary for proper performance, both parties shall timely and jointly adjust the assignment accordingly.
2. Changes to assignments are only binding if they are accepted by Starcheck.
3. If both parties agree to amend or supplement the assignment, the completion time may be affected. Starcheck will inform the client as soon as possible.
4. If the modification or addition to the assignment may have financial and/or qualitative consequences, Starcheck will discuss this with the client.

Article 5 – Cancellation

1. Cancellation by the client of agreements concluded with Starcheck is only possible by means of a registered letter addressed to Starcheck or via email to supportdesk@starcheck.nl.
2. The cancellation procedure begins once Starcheck has received such a letter or email.
3. If a letter as mentioned in the previous paragraph is received by Starcheck, the client shall, by operation of law, owe an immediately due and non-deductible fee according to the following schedules:

A. For assignments with a fee less than € 5,000.00
Cancellation	Fee
Within 2 days before assignment start 3 to 7 days before assignment start:	100% of the agreed amount 75% of the agreed amount
8 to 14 days before assignment start:	50% of the agreed amount
More than 14 days before assignment start:	25% of the agreed amount
B. For assignments with a fee between € 5,000.00 and € 12,500.00
Cancellation	Fee
Within 5 days before assignment start 6 to 14 days before assignment start:	100% of the agreed amount 75% of the agreed amount
15 to 30 days before assignment start:	50% of the agreed amount
More than 30 days before assignment start:	25% of the agreed amount
C. For assignments with a fee higher than € 12,500.00
Cancellation	Fee
Within 14 days before assignment start 15 to 30 days before assignment start:	100% of the agreed amount 75% of the agreed amount
31 to 60 days before assignment start:	50% of the agreed amount
More than 60 days before assignment start:	25% of the agreed amount

4. All amounts mentioned are exclusive of VAT. The cancellation procedure does not exempt the client from liability for any material or immaterial damage suffered or to be suffered by Starcheck. Any costs already incurred and irrevocable commitments made by Starcheck shall be fully borne by the client.

Article 6 – Complaints Procedure

1. Complaints must be reported immediately and no later than 14 days after the defect is discovered, by registered letter to Starcheck. This letter must include at least the nature of the complaint or defect, how it was discovered, and its cause.
2. The client loses all rights and legal remedies if complaints are not submitted within the aforementioned period and in the prescribed manner, and if Starcheck has not been given the opportunity to rectify the issue.

Article 7 – Intellectual Property

1. Unless otherwise agreed, Starcheck retains the copyright and all other intellectual property rights to the materials provided by Starcheck, including but not limited to designs, sketches, illustrations, drawings, models, algorithms, mappings, libraries, software, and proposals. These materials remain the property of Starcheck and may not be copied, shown to third parties, used, or reproduced in any way without Starcheck’s explicit written permission, regardless of whether the client was charged for them.
2. Starcheck reserves the right to use the knowledge acquired during the execution of the assignment for other purposes, provided that no confidential or client-identifiable information is disclosed to third parties.
3. The client is prohibited from reproducing, disclosing, exploiting, or making available to third parties any products—such as algorithms, libraries, mappings, software programs, system designs, methods, processes, models, advice, and (model) contracts—without prior written consent from Starcheck.
4. However, such disclosure is permitted if it serves to obtain an expert opinion on Starcheck’s work; in that case, the client is required to impose a written confidentiality obligation in favor of Starcheck on the person providing the expert opinion.

Article 8 – Confidentiality

1. Starcheck is prohibited, both during and after termination of this agreement, from disclosing in any way to third parties any confidential information provided by the client or obtained by Starcheck through the client, directly or indirectly, in any form.
2. This confidentiality obligation also applies to the client with respect to Starcheck.
3. Information is deemed confidential if communicated as such by the other party or if the nature of the information makes it reasonably clear that it is confidential.

Article 9 – Liability

1. Starcheck’s liability for all direct damage suffered by the client, caused by or directly related to the non-performance, untimely performance, or improper performance of the assignment, is limited to the amount of the fee, excluding VAT, charged or to be charged by Starcheck for the relevant assignment. For determining the scope of an assignment and the amount of the fee, Starcheck’s administration shall be considered binding evidence. For assignments lasting longer than six months, this liability is further limited to the total fees charged over the last six months. In any case, liability for such direct damage is limited to €100,000 per assignment and €100,000 per year.
2. Except in cases of intent or gross negligence on the part of Starcheck, it shall not be liable for any indirect damage suffered by the client, including but not limited to consequential damage and business interruption.
3. If Starcheck is liable for any damage, it shall at all times be entitled to remedy the damage insofar as possible.
4. Starcheck is not liable for damage, loss, or destruction of documents during transport or postal delivery, whether handled by the client, Starcheck, or third parties, nor for loss or distortion of data through fax and/or email communication.
5. Starcheck is not liable for the loss or damage of information or documents provided by the client.
6. Any claims by the client must be submitted within three months of discovering the damage; failure to do so will result in forfeiture of rights.

Article 10 – Payment, Setoff

1. Payment must be made within 30 days of the invoice date by transferring the amount due with reference to the invoice number. After this period, the client is in default by operation of law.
2. Starcheck reserves the right to charge 1% interest per month from the due date, plus €375.00 administration costs per reminder.
3. All judicial and extrajudicial costs incurred by Starcheck to enforce client compliance are to be borne by the client.
4. Payments by the client shall always first be applied to settle any interest and costs due, and secondly to the oldest outstanding invoices, regardless of the client’s reference to a later invoice.
5. Payment must be made without deduction or setoff.
6. Claims by Starcheck against the client become immediately due and payable in the following cases:
   1. in the event of debt restructuring, liquidation, bankruptcy, or suspension of payment of the client;
   2. if Starcheck becomes aware of circumstances after entering into the agreement that give it good reason to fear that the client will not fulfill its obligations;
   3. if Starcheck has requested the client to provide security at the time of entering into the agreement and such security is not provided or is insufficient.
7. In the cases mentioned under 10.6, Starcheck is entitled to suspend further performance of the assignment or to terminate the agreement, without prejudice to its right to claim damages.

Article 11 – Force Majeure

1. Force majeure in these terms shall, in addition to its legal and jurisprudential meaning, include all external causes beyond Starcheck’s control that prevent it from fulfilling its obligations.
2. During a force majeure situation, Starcheck’s obligations are suspended.
3. If Starcheck is prevented by force majeure from completing the agreement, it may dissolve the agreement without being liable for damages and without court intervention, without prejudice to its other rights.
4. The client shall always pay the fees owed to Starcheck under this agreement for services already rendered and investments already made, even in the event of force majeure.

Article 12 – Applicable Law All offers, agreements, and resulting obligations of Starcheck are governed exclusively by Dutch law.

Article 13 – Amendment Starcheck is entitled to amend these terms and conditions. These amendments shall take effect on the announced effective date. Starcheck will provide the client with the amended terms in a timely manner. If no effective date is mentioned, the amendments will take effect once they are communicated to the client.