Article 1 – Definitions

Automation Lab, established in Helmond, Kanaaldijk Zuid Oost 20, registered with the Dutch Chamber of Commerce under number 90852877, is referred to in these general terms and conditions as the service provider.

The counterparty of the service provider is referred to in these general terms and conditions as the client.

The parties are the service provider and the client jointly.

The agreement refers to the service agreement between the parties.

Article 2 – Applicability of the General Terms and Conditions

These terms and conditions apply to all quotations, offers, activities, agreements, and deliveries of services or goods by or on behalf of the service provider.

Deviations from these terms and conditions are only valid if expressly and in writing agreed upon by the parties.

Article 3 – Payment

Invoices must be paid within 14 days of the invoice date, unless the parties have agreed otherwise in writing or a different payment term is stated on the invoice.

Payments must be made without any right of suspension or set-off by transferring the amount due to the bank account specified by the service provider.

If the client fails to pay an invoice within the agreed term, the client is legally in default without any notice of default being required. From that moment, the service provider is entitled to suspend its obligations until the client has fulfilled its payment obligations.

If the client remains in default, the service provider will proceed with collection. All costs related to collection are borne by the client.

If the client is in default, the client owes statutory (commercial) interest, extrajudicial collection costs, and other damages in addition to the principal amount. Collection costs are calculated in accordance with the Decree on Compensation for Extrajudicial Collection Costs.

In the event of liquidation, bankruptcy, attachment, or suspension of payment of the client, the service provider’s claims against the client become immediately due and payable.

If the client refuses to cooperate with the execution of the assignment by the service provider, the client remains obliged to pay the agreed price.

Article 4 – Offers and Quotations

Offers made by the service provider are valid for a maximum of one month, unless a different acceptance period is stated in the offer. If the offer is not accepted within that period, it lapses.

Delivery times stated in quotations are indicative and do not entitle the client to dissolution or compensation in case of exceeding them, unless expressly agreed otherwise in writing.

Offers and quotations do not automatically apply to repeat orders. This must be expressly agreed upon in writing by the parties.

Article 5 – Prices

Prices stated in offers, quotations, and invoices are exclusive of VAT and other government levies, unless expressly stated otherwise.

Prices for goods are based on cost prices known at the time. Increases in these costs that could not reasonably be foreseen at the time of the offer or conclusion of the agreement may lead to price increases.

For services, the parties may agree on a fixed price when concluding the agreement.

If no fixed price is agreed, the fee for services will be determined based on the actual hours spent, calculated according to the service provider’s customary hourly rates applicable during the period in which the work is performed, unless a different hourly rate has been agreed.

If no hourly rate has been agreed, a target price will be agreed upon. The service provider may deviate from this by up to 10%. If the target price is expected to be exceeded by more than 10%, the service provider must inform the client in time and explain why the higher price is justified. In that case, the client has the right to cancel the part of the assignment exceeding the target price plus 10%.

Article 6 – Price Indexation

The agreed prices and hourly rates are based on the price level applicable at the time the agreement was entered into. The service provider is entitled to adjust prices annually.

Adjusted prices, rates, and hourly wages will be communicated to the client as soon as possible.

Article 7 – Provision of Information by the Client

The client shall make all information relevant to the execution of the assignment available to the service provider.

The client is obliged to provide all data and documents deemed necessary by the service provider for proper execution of the assignment in a timely manner and in the desired form.

The client guarantees the accuracy, completeness, and reliability of the data and documents provided, even if originating from third parties.

The client indemnifies the service provider against any damage resulting from failure to comply with the above.

At the client’s request, the service provider will return the relevant documents.

If the client fails to provide the required information properly or in time, resulting in delays, all resulting additional costs and fees will be borne by the client.

Article 8 – Withdrawal of Assignment

The client may terminate the assignment at any time.

Upon withdrawal, the client remains obliged to pay the fees for work already performed and expenses incurred by the service provider.

Article 9 – Execution of the Agreement

The service provider will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

The service provider may engage third parties to perform the work.

Execution takes place after mutual consultation and written approval and payment of any agreed advance.

The client is responsible for ensuring that the service provider can commence the assignment in a timely manner.

Article 10 – Duration of the Agreement

The agreement is entered into for an indefinite period unless otherwise agreed in writing or implied by the nature of the agreement.

Agreed deadlines for completion are never fatal deadlines. In case of delay, the client must give written notice of default.

Article 11 – Amendment of the Agreement

If during execution it becomes necessary to change or supplement the work, the parties will adjust the agreement accordingly by mutual consultation.

Such changes may affect the completion date; the service provider will inform the client as soon as possible.

If changes have financial or qualitative consequences, the service provider will inform the client in writing.

If a fixed fee was agreed, the service provider will indicate whether and to what extent the amendment results in an overrun.

Article 12 – Force Majeure

A failure to perform is not attributable to the service provider if caused by circumstances beyond its control, including failures of suppliers, power outages, computer viruses, strikes, weather conditions, and work stoppages.

Obligations are suspended for the duration of the force majeure. If the situation lasts longer than 30 calendar days, either party may dissolve the agreement in writing.

The service provider is not liable for any damages in such cases.

Article 13 – Set-off

The client waives the right to set off any debt owed to the service provider against any claim against the service provider.

Article 14 – Suspension

The client waives the right to suspend performance of any obligation arising from this agreement.

Article 15 – Transfer of Rights

Rights under this agreement may not be transferred without prior written consent of the other party. This clause has proprietary effect as referred to in Article 3:83(2) of the Dutch Civil Code.

Article 16 – Limitation of Claims

Any claim for damages expires 12 months after the event giving rise to liability, without prejudice to Article 6:89 of the Dutch Civil Code.

Article 17 – Nature of the Agreement

The agreement is a service agreement.

Article 18 – Insurance

The client must adequately insure all goods required for execution of the agreement, including goods of the service provider present at the client’s premises.

The client must provide proof of insurance upon request.

Article 19 – Liability

The service provider is not liable for damage unless caused by intent or gross negligence.

Any liability is limited to the amount of the fee or the payout under the applicable liability insurance, including the deductible.

This limitation does not apply in cases of intent or deliberate recklessness.

Article 20 – Client Liability

If an assignment is granted by multiple persons, each is jointly and severally liable.

If an assignment is granted by a natural person on behalf of a legal entity, that person may be personally liable if considered a policymaker.

Article 21 – Indemnification

The client indemnifies the service provider against all third-party claims related to goods or services provided.

Article 22 – Complaints

Complaints must be submitted in writing without delay and must contain a detailed description.

A complaint never obliges the service provider to perform additional work beyond what was agreed.

Article 23 – Retention of Title, Suspension, and Right of Retention

All delivered goods remain the property of the service provider until full payment has been made.

The service provider may suspend work if advance payments are not made.

In case of insolvency or suspension of payment, all obligations become immediately due.

Article 24 – Intellectual Property

All intellectual property rights remain with the service provider unless agreed otherwise in writing.

Use, reproduction, or disclosure without written consent is prohibited.

The client must maintain confidentiality and impose confidentiality obligations on involved staff and third parties.

Article 25 – Confidentiality

Confidential information must be kept secret during the agreement and for three years thereafter, subject to statutory exceptions.

Article 26 – Penalty for Breach of Confidentiality

A breach results in an immediately payable penalty of €5,000 per violation plus €500 per day, without prejudice to the right to claim damages.

Article 27 – Non-Solicitation of Personnel

The client may not hire or engage employees of the service provider during the agreement and for one year thereafter, unless otherwise agreed in writing.

Article 28 – Amendment of Terms

The service provider may amend these terms at any time. Minor changes may be implemented immediately; major changes will be discussed in advance where possible.

Article 29 – Governing Law and Jurisdiction

Dutch law applies exclusively.

The Dutch court in the district where the service provider is established has exclusive jurisdiction, unless mandatory law provides otherwise.

Effective as of: 1 January 2025