Terms and Conditions

Drawn up on 1 September 2019 — Ster Software b.v., Chamber of Commerce 75474913

Definitions

Ster Software: Ster Software b.v., established in Beemte Broekland, registered with the Chamber of Commerce under no. 75474913.
Client: the party with whom Ster Software has entered into an agreement.
Parties: Ster Software and the client together.
Consumer: a client who is also an individual acting as a private person.

Applicability of these general terms and conditions

These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Ster Software.
The parties can only deviate from these terms and conditions if they have expressly agreed to do so in writing.
The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the client or of third parties.

Offers and quotations

Offers and quotations from Ster Software are without obligation, unless expressly stated otherwise.
An offer or quotation is valid for a maximum of 2 weeks, unless a different acceptance period is stated in the offer or quotation.
If the client does not accept an offer or quotation within the applicable period, the offer or quotation lapses.
Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed otherwise in writing.

Acceptance

Upon acceptance of a quotation or offer without obligation, Ster Software reserves the right to withdraw the quotation or offer within 3 days of receipt of the acceptance, without the client being able to derive any rights from it.
Verbal acceptance by the client only binds Ster Software after the client has confirmed it in writing (or electronically).

Prices

All prices used by Ster Software are in euros, exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.
Ster Software may at any time change all prices it uses for its products or services, on its website or made known in any other way.
Increases in the cost prices of products or parts thereof that Ster Software could not foresee at the time of making the offer or the conclusion of the agreement may give rise to price increases.
The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
Ster Software may offer services on a ‘no cure no pay’ basis.
In the case of no cure no pay, the client’s payment obligation arises at the moment the agreed result has been achieved.

Consequences of late payment

If the client does not pay within the agreed term, Ster Software is entitled to charge interest of 1% per month from the day the client is in default, whereby part of a month is counted as a whole month.
When the client is in default, he also owes extrajudicial collection costs and any compensation to Ster Software.
The collection costs are calculated on the basis of the Dutch Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
If the client does not pay on time, Ster Software may suspend its obligations until the client has met his payment obligation.
In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the client, Ster Software’s claims against the client are immediately due and payable.
If the client refuses to cooperate with the performance of the agreement by Ster Software, he is still obliged to pay the agreed price to Ster Software.

Right of reclamation

As soon as the client is in default, Ster Software is entitled to invoke the right of reclamation with regard to the unpaid products delivered to the client.
Ster Software invokes the right of reclamation by means of a written or electronic notification.
As soon as the client has been informed of the invoked right of reclamation, the client must immediately return the products to which this right relates to Ster Software, unless the parties make other arrangements in this regard.
The costs of retrieving or returning the products are at the expense of the client.

Right of suspension

Unless the client is a consumer, the client waives the right to suspend the performance of any obligation arising from this agreement.

Right of retention

Ster Software can invoke its right of retention and in that case keep products of the client in its possession until the client has paid all outstanding invoices owed to Ster Software, unless the client has provided sufficient security for those costs.
The right of retention also applies on the basis of earlier agreements under which the client still owes payments to Ster Software.
Ster Software is never liable for any damage that the client may suffer as a result of the use of its right of retention.

Set-off

Unless the client is a consumer, the client waives his right to set off a debt owed to Ster Software against a claim on Ster Software.

Retention of title

Ster Software remains the owner of all delivered products until the client has fully complied with all his payment obligations towards Ster Software under any agreement whatsoever concluded with Ster Software, including claims regarding shortcomings in performance.
Until that time, Ster Software can invoke its retention of title and take back the goods.
Before ownership has passed to the client, the client may not pledge, sell, dispose of or otherwise encumber the products.
If Ster Software invokes its retention of title, the agreement is deemed dissolved and Ster Software has the right to claim compensation, lost profits and interest.

Insurance

The client undertakes to adequately insure and keep insured the following items against, among other things, fire, explosion and water damage as well as theft:
- delivered items that are necessary for the performance of the underlying agreement
- items of Ster Software present at the client’s premises
- items delivered under retention of title
At Ster Software’s first request, the client will make the policy of these insurances available for inspection.

Storage

If the client takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the client.
Any additional costs resulting from premature or late acceptance of products are entirely at the expense of the client.

Warranty

When the parties have entered into an agreement of a service-providing nature, it only contains best-efforts obligations for Ster Software, not obligations of result.
The warranty with regard to products only applies to defects caused by faulty manufacture, construction or material.
The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the client, or when the cause of the defect cannot be clearly established.
The risk of loss, damage or theft of the products that are the subject of an agreement between the parties passes to the client at the moment they are legally and/or actually delivered, or at least come into the power of the client or of a third party who receives the product on behalf of the client.

Performance of the agreement

Ster Software performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Ster Software has the right to have the agreed services (partially) performed by third parties.
The performance of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the client.
It is the responsibility of the client that Ster Software can start the performance of the agreement on time.
If the client has not ensured that Ster Software can start the performance of the agreement on time, the resulting additional costs and/or additional hours are at the expense of the client.

Provision of information by the client

The client makes available to Ster Software all information, data and documents relevant to the correct performance of the agreement, in a timely manner and in the desired form and manner.
The client guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
If and insofar as the client so requests, Ster Software will return the relevant documents.
If the client does not make available the information, data or documents reasonably required by Ster Software, or does not do so on time or properly, and the performance of the agreement is delayed as a result, the resulting additional costs and additional hours are at the expense of the client.

Duration of the agreement

The agreement between Ster Software and the client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
If an agreement has been entered into for a definite period, it will be tacitly converted into an agreement for an indefinite period after expiry of the term, unless 1 of the parties terminates the agreement with due observance of a notice period of 2 month(s), or a consumer terminates the agreement with due observance of a notice period of 1 month, in which case the agreement ends by operation of law.
If the parties have agreed on a term for the completion of certain work within the duration of the agreement, this is never a strict deadline. If this term is exceeded, the client must give Ster Software written notice of default.

Termination of an agreement for an indefinite period

The client can terminate an agreement entered into for an indefinite period at any time with due observance of a notice period of 2 months.
A consumer has the right to terminate an agreement for an indefinite period with due observance of a notice period of 1 month.

Intellectual property

Ster Software retains all intellectual property rights (including copyright, patent law, trademark law, drawing and design rights, etc.) to all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless the parties have agreed otherwise in writing.
The client may not copy the aforementioned intellectual property rights (or have them copied), show them to third parties and/or make them available or use them in any other way without the prior written permission of Ster Software.

Confidentiality

The client keeps confidential any information he receives from Ster Software (in whatever form).
The same applies to all other information concerning Ster Software of which he knows or can reasonably suspect that it is secret or confidential, or of which he can expect that its dissemination could harm Ster Software.
The client takes all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 confidential.
The confidentiality obligation described in this article does not apply to information:
- that was already public before the client learned of it, or that later became public without this being the result of a breach of the client’s confidentiality obligation
- that is made public by the client on the basis of a legal obligation
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination.

Penalty clause

If the client violates the article of these general terms and conditions on confidentiality or on intellectual property, he forfeits to Ster Software an immediately payable penalty of € 5.0001.000 for each violation and in addition an amount of 5% of the aforementioned amount for each day that the violation continues.
No prior notice of default or judicial proceedings are required for the forfeiture of this penalty. Nor does any form of damage need to have occurred.
The forfeiture of the penalty referred to in the first paragraph of this article does not affect Ster Software’s other rights, including its right to claim compensation in addition to the penalty.

Indemnification

The client indemnifies Ster Software against all claims from third parties related to the products and/or services delivered by Ster Software.

Complaints

The client must examine a product delivered or a service provided by Ster Software for any shortcomings as soon as possible.
If a delivered product or provided service does not meet what the client could reasonably expect from the agreement, the client must inform Ster Software of this as soon as possible, but in any case within 1 month of discovering the shortcomings.
Consumers must inform Ster Software of this no later than 2 months after discovering the shortcomings.
The client provides the most detailed possible description of the shortcoming, so that Ster Software is able to respond adequately.
The client must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this can in any case not lead to Ster Software being obliged to perform work other than what has been agreed.

Notice of default

The client must submit notices of default to Ster Software in writing.
It is the responsibility of the client that a notice of default actually reaches Ster Software (in time).

Joint and several liability of the client

If Ster Software enters into an agreement with several clients, each of them is jointly and severally liable for the full amounts they owe to Ster Software under that agreement.

Liability of Ster Software

Ster Software is only liable for any damage suffered by the client if and insofar as that damage was caused by intent or deliberate recklessness.
If Ster Software is liable for any damage, it is only liable for direct damage arising from or related to the performance of an agreement.
Ster Software is never liable for indirect damage, such as consequential damage, lost profit, missed savings or damage to third parties.
If Ster Software is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance and, in the absence of (full) payment by an insurance company of the amount of the damage, the liability is limited to the (part of the) invoice amount to which the liability relates.
All images, photos, colours, drawings and descriptions on the website or in a catalogue are only indicative, only apply approximately and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry period

Every right of the client to compensation from Ster Software lapses in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Section 6:89 of the Dutch Civil Code.

Right of dissolution

The client has the right to dissolve the agreement if Ster Software imputably fails to fulfil its obligations, unless this shortcoming, given its special nature or minor significance, does not justify dissolution.
If fulfilment of the obligations by Ster Software is not permanently or temporarily impossible, dissolution can only take place after Ster Software is in default.
Ster Software has the right to dissolve the agreement with the client if the client does not fully or timely fulfil his obligations under the agreement, or if Ster Software has become aware of circumstances that give it good grounds to fear that the client will not be able to properly fulfil his obligations.

Force majeure

In addition to the provisions of Section 6:75 of the Dutch Civil Code, a shortcoming of Ster Software in the fulfilment of any obligation towards the client cannot be attributed to Ster Software in a situation independent of Ster Software’s will, as a result of which the fulfilment of its obligations towards the client is wholly or partially prevented or as a result of which the fulfilment of its obligations cannot reasonably be required of Ster Software.
The force majeure situation referred to in paragraph 1 also includes — but is not limited to —: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); breach of contract and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work interruptions.
If a force majeure situation occurs as a result of which Ster Software cannot fulfil 1 or more obligations towards the client, those obligations will be suspended until Ster Software can fulfil them again.
From the moment a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing, in whole or in part.
In a force majeure situation, Ster Software does not owe any compensation, even if it enjoys any advantage as a result of the force majeure situation.

Amendment of the agreement

If, after the conclusion of the agreement, it appears necessary for its performance to amend or supplement its content, the parties will adjust the agreement accordingly in good time and in mutual consultation.

Amendment of the general terms and conditions

Ster Software is entitled to amend or supplement these general terms and conditions.
Amendments of minor importance can be made at any time.
Ster Software will discuss major substantive changes with the client in advance as much as possible.
Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

Rights of the client under an agreement between the parties cannot be transferred to third parties without the prior written consent of Ster Software.
This provision applies as a clause with effect under property law as referred to in Section 3:83(2) of the Dutch Civil Code.

Consequences of nullity or voidability

If one or more provisions of these general terms and conditions prove to be null and void or voidable, this will not affect the other provisions of these terms and conditions.
In that case, a provision that is null and void or voidable will be replaced by a provision that comes closest to what Ster Software had in mind when drafting these terms and conditions on that point.

Applicable law and competent court

Every agreement between the parties is exclusively governed by Dutch law.
The Dutch court in the district where Ster Software is established / practises / has its office has exclusive jurisdiction to hear any disputes between the parties, unless the law mandatorily prescribes otherwise.

Drawn up on 1 September 2019.