Terms and conditions

In these terms and conditions, the following definitions apply: Sobolt – Sobolt B.V.; and Counterparty – the client (whether or not including its employees), or the party with whom Sobolt has concluded an agreement or with whom Sobolt is negotiating the conclusion of an agreement.

The description of work relating to the services and/or products that form part of the agreement between both parties will be set out in an agreement, order confirmation, service level agreement and/or a separate addendum. This description of work cannot be changed substantively without the approval of both parties. To deliver the services within the agreed time frame and budget, Sobolt must be able to rely on the timely cooperation of the counterparty. While the services are being delivered, priorities may change or unexpected matters may arise, which may make changes to the services and products necessary.

The counterparty will pay Sobolt on a fixed and/or variable basis related to the services as described in the description of work. The payment schedule forms part of the agreement between both parties. In the event of unforeseen work that is necessary for the successful delivery of the services and/or products, Sobolt may reasonably charge the counterparty additional costs at an hourly rate of €125. The prices stated in offers, agreements and invoices are exclusive of VAT and any other government levies, unless explicitly stated otherwise. All invoices must be paid within 30 days of the invoice date, unless explicitly agreed otherwise.

The fees as described in the contract are based on the price level at the time the agreement is signed. Unless explicitly stated in the agreement, Sobolt is entitled to adjust the fees annually to the price level then applicable, where this adjustment results from a change in the price level then applicable and/or indexation. All prices are stated in euros unless explicitly agreed otherwise.

The contractor respects the privacy of its counterparties and users. Sobolt makes reasonable efforts to protect the privacy of its counterparties and follows Dutch and European legislation and guidelines in doing so. Sobolt cannot be held liable in the event of a breach of the counterparty's privacy.

The parties agree that all confidential information provided by either party in relation to the services and products to be delivered remains confidential. While delivering the services and products, the contractor will use confidential information and publicly available information. This information has not been independently verified; Sobolt is therefore not responsible for the accuracy and/or completeness of the confidential information and/or the publicly available information.

Sobolt is the rightful owner of all data and deliverables developed during the project as described in the contract. All software, applications, code and all other tangible and intangible property used and/or developed during the project remain the property of the contractor. The counterparty is not entitled to use the intellectual property for the development of services and/or products and/or materials outside the scope of the project, as described in the description of work, without prior written permission. Sobolt is entitled to use all data developed before and during the project, as described in the description of work, outside the scope of the project.

The work delivered by Sobolt to the counterparty is confidential and is in principle intended for internal use only, unless the nature of the service is such that distribution is explicitly its purpose, or unless explicitly agreed otherwise. The counterparty will not disclose materials and/or Sobolt's name without prior consent. Sobolt will not disclose the deliverables to the counterparty (this relates only to the final deliverables and not to the materials and/or intellectual property used to create them) and/or the counterparty's name without the counterparty's consent, with the exception of the use of the counterparty's name in press releases and/or other public announcements.

The counterparty is at all times responsible for its decisions, actions, use of deliverables and application of the applicable laws and regulations. Sobolt indemnifies the counterparty against all losses, liability, damage, costs and expenses insofar as these are the direct, legally established and incontrovertible consequence of Sobolt's gross negligence or wilful misconduct in performing the services and delivering services and products. The counterparty agrees to indemnify and hold the contractor harmless against any losses (including the cost of time invested) relating to services and products (including any losses of the counterparty, its agents or representatives or third parties, and any losses suffered by the contractor in taking part in legal, regulatory or administrative proceedings relating to the services and products), except insofar as those losses are determined by a final, non-appealable court ruling to result from Sobolt's gross negligence or wilful misconduct in performing the services.

This agreement takes effect on the date on which the initial agreement between both parties is signed and continues until the end date of the agreement, or until a newly agreed date as the result of a contractual extension. In the event of termination, the client will pay Sobolt for the work performed up to and including the termination date.

These general terms and conditions apply as an addendum to all written agreements between Sobolt and the counterparty, unless agreed otherwise in writing. These general terms and conditions are governed by Dutch law.