General terms and conditions for services provided by Yookr B.V.

article 1. General

1. These terms and conditions shall apply to every offer, quotation and agreement between Yookr B.V., hereinafter referred to as “Yookr”, and a Client to which Yookr has declared these terms and conditions applicable, insofar as these terms and conditions have not been deviated from explicitly and in writing by the parties.
2. The present terms and conditions shall also apply to agreements with Yookr, the execution of which requires the involvement of third parties by Yookr.
3. These general terms and conditions are also written for the employees of Yookr and its management.
4. The applicability of any purchase or other conditions of the Client is expressly rejected.
5. If one or more of the provisions in these general terms and conditions are, at any time, wholly or partially void or annulled, the provisions of these general terms and conditions shall remain fully applicable. Yookr and the Client will then consult to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and meaning of the original provisions.
6. If any ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must take place ‘in the spirit’ of these provisions.
7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation is to be assessed in the spirit of these general terms and conditions.
8. If Yookr does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Yookr would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

Article 2 Quotations and offers

1. All quotations and offers of Yookr are without obligation, unless the quotation sets a deadline for acceptance. If no acceptance period is set, the quotation or offer cannot in any way confer any rights if the product to which the quotation or offer relates is no longer available in the meantime.
2. Yookr cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or part thereof, contain an obvious mistake or slip of the pen.
3. The prices stated in an offer or quotation are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping administration costs, unless stated otherwise.
4. Indien de aanvaarding (al dan niet op ondergeschikte punten) afwijkt van het in de offerte of de aanbieding opgenomen aanbod dan is Yookr daaraan niet gebonden. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, Yookr shall not be bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Yookr indicates otherwise.
5. A composite quotation shall not oblige Yookr to perform part of the assignment at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 Duration of contract; terms of execution, passing of risk, execution and amendment of contract; price increase

1. The agreement between Yookr and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing.
2. If a deadline has been agreed or specified for the performance of certain work or for the delivery of certain goods, this shall never be a deadline. If a deadline is exceeded, the Client should therefore give Yookr written notice of default. Yookr should thereby be given a reasonable period of time to still execute the agreement.
3. Yookr will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. All based on the state of the art known at the time.
4. Yookr has the right to have certain work performed by third parties. The applicability of Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
5. If work is performed by Yookr or third parties engaged by Yookr within the framework of the assignment on the premises of the Client or a location designated by the Client, the Client shall provide the facilities reasonably required by these employees free of charge.
6. Delivery is made ex company of Yookr. The Client is obliged to take delivery of the goods at the time they are made available to him. If the Client refuses to take delivery or fails to provide information or instructions necessary for delivery, Yookr shall be entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation shall pass to the Client at the time when goods are made available to the Client.
7. Yookr is entitled to execute the agreement in several phases and invoice the part thus executed separately.
8. If the agreement is executed in phases, Yookr may suspend the execution of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
9. The Client shall ensure that all data, which Yookr indicates are necessary or which the Client should reasonably understand are necessary for the execution of the agreement, are provided to Yookr in a timely manner. If the data required for the execution of the agreement are not provided to Yookr in time, Yookr shall have the right to suspend the execution of the agreement and / or charge the Client for the additional costs resulting from the delay according to the then usual rates. The execution period shall not commence until after the Client has made the data available to Yookr. Yookr is not liable for damages, of any kind, due to Yookr having relied on incorrect and/or incomplete data provided by the Client.
10. If, during the execution of the agreement, it appears that for a proper execution of the agreement it is necessary to modify or supplement it, the parties will timely and in mutual consultation adapt the agreement. If the nature, scope or content of the agreement is changed, whether or not at the request or indication of the Principal, of the competent authorities et cetera, and the agreement is thereby changed in qualitative and/or quantitative terms, this may have consequences for what was originally agreed. This may also increase or decrease the originally agreed amount. Yookr will provide an advance quotation thereof as much as possible. An amendment to the agreement may furthermore change the originally specified period of execution. The Client accepts the possibility of amending the agreement, including the change in price and term of execution.
11. If the agreement is amended, including a supplement, Yookr shall be entitled to execute it only after the person authorised within Yookr has given his/her consent and the client has agreed to the price and other conditions stated for the execution, including the time to be determined for execution. Failure to execute or not immediately execute the amended agreement shall not constitute a default by Yookr and shall not be a ground for the Client to terminate or cancel the agreement.
12. Without being in default, Yookr can refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences, for instance for the work to be performed or goods to be delivered in that context.
13. Should the Client be in default in the proper fulfilment of what he is obliged to do towards Yookr, the Client shall be liable for all damages on the part of Yookr caused directly or indirectly as a result.
14. If Yookr agrees on a fixed fee or fixed price with the client, Yookr shall nevertheless be entitled to increase this fee or price at all times without the client in that case being entitled to dissolve the agreement for that reason, if the increase of the price results from a power or obligation under the law or regulations or finds its cause in an increase in the price of raw materials, wages, etcetera or on other grounds that were not reasonably foreseeable at the time the agreement was concluded.
15. If the price increase other than as a result of an amendment to the agreement exceeds 10% and takes place within three months of the conclusion of the agreement, only the Client entitled to invoke title 5, section 3 of Book 6 of the Dutch Civil Code will be entitled to dissolve the agreement by written declaration, unless Yookr
    • is then still willing to perform the agreement based on what was originally agreed;
    • if the price increase results from a power or an obligation incumbent on Yookr under the law;
    • if it is stipulated that delivery will take place more than three months after the conclusion of the agreement;
    • or, on delivery of an item, if it has been stipulated that delivery will take place more than three months after the purchase.

Article 4 Suspension, dissolution and early termination of the agreement

1. Yookr is authorised to suspend the fulfilment of its obligations or to dissolve the agreement if the Client fails to fulfil its obligations under the agreement, fails to do so in full or in a timely manner, circumstances come to Yookr’s knowledge after the conclusion of the agreement give good grounds to fear that the Client will not fulfil its obligations if upon conclusion of the agreement the Client was requested to provide security for the fulfilment of its obligations under the agreement and such security fails to materialise or is insufficient or if, due to the delay on the part of the Client, Yookr can no longer be required to fulfil the agreement against the originally agreed conditions.
2. Furthermore, Yookr is authorised to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be required of Yookr.
3. If the agreement is dissolved, Yookr’s claims against the Client shall be immediately due and payable. If Yookr suspends the fulfilment of its obligations, it shall retain its claims under the law and agreement.
4. If Yookr proceeds with suspension or dissolution, it shall in no way be obliged to compensate for damage and costs thereby incurred in any way.
5. If the dissolution is imputable to the Client, Yookr shall be entitled to compensation for damages, including costs, incurred directly and indirectly as a result.
6. If the Client fails to fulfil its obligations ensuing from the agreement and this non-fulfilment justifies dissolution, Yookr will be entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any damages or indemnification, while the Client will be obliged to pay damages or indemnification on account of non-fulfilment.
7. If the agreement is terminated prematurely by Yookr, Yookr will, in consultation with the client, take care of transferring work still to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of the work involves additional costs for Yookr, these will be charged to the Client. The Client shall be obliged to pay these costs within the term specified for this purpose, unless Yookr indicates otherwise.
8. In case of liquidation, of (application for) suspension of payment or bankruptcy, of attachment -if and insofar as the attachment has not been lifted within three months- at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client can no longer dispose freely of its assets, Yookr shall be free to terminate the agreement with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. Yookr’s claims against the Client shall in such case be immediately due and payable.
9. If the Customer cancels a placed order in full or in part, the work that was performed and the items ordered or prepared for it, plus any supply and delivery costs thereof and the working time reserved for performance of the agreement, shall be charged in full to the Client.

article 5 Force majeure

1. Yookr is not obliged to fulfil any obligation towards the Client if it is hindered to do so as a result of a circumstance that is not due to fault, and is neither for its account by virtue of the law, a legal act or generally accepted practice.
2. In these general terms and conditions, force majeure means, besides what is understood in this respect in the law and jurisprudence, all external causes, foreseen or unforeseen, over which Yookr has no influence, but which prevent Yookr from fulfilling its obligations. This includes strikes at the company of Yookr or third parties. Yookr also has the right to invoke force majeure if the circumstance preventing (further) fulfilment of the agreement occurs after Yookr should have fulfilled its commitment.
3. Yookr may suspend its obligations under the agreement during the period of force majeure. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.
4. Insofar as Yookr has already partially fulfilled its obligations under the agreement or will be able to fulfil them at the time of the commencement of the force majeure, and independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, Yookr shall be entitled to separately invoice the part already fulfilled or to be fulfilled respectively. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs

1. Payment shall always take place within 14 days of the invoice date, in a manner to be indicated by Yookr in the currency invoiced, unless otherwise indicated in writing by Yookr. Yookr is entitled to invoice periodically.
2. If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. The Client will then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate is due. The interest on the amount due will be calculated from the moment the Client is in default until the moment of payment of the full amount due.
3. Yookr has the right to have the payments made by the Client firstly go to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and the current interest. Yookr may, without thereby being in default, refuse an offer of payment if the Client designates a different order for the allocation of payment. Yookr can refuse full repayment of the principal sum, if this does not also include the accrued and current interest and collection costs.
4. The Client shall never be entitled to set off the amount he owes Yookr. Objections to the amount of an invoice do not suspend the payment obligation. The Client not entitled to invoke Section 6.5.3 (Articles 231 to 247 Book 6 of the Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
5. If the Client is in breach or default in the (timely) fulfilment of its obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if Yookr has incurred higher collection costs that were reasonably necessary, the actual costs incurred shall be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client shall also owe interest on the collection costs due.

Article 7 Retention of title

1. Anything delivered by Yookr within the framework of the agreement remains the property of Yookr until the customer has duly fulfilled all obligations arising from the agreement(s) concluded with Yookr.
2. The goods delivered by Yookr, which pursuant to paragraph 1. subject to retention of title may not be resold and may never be used as a means of payment. The Customer is not authorised to pledge or otherwise encumber anything subject to retention of title.
3. The Client must always do everything that can reasonably be expected of him to secure Yookr’s property rights. If third parties seize the delivered goods under retention of title or wish to establish or assert rights thereon, the Client shall be obliged to inform Yookr thereof immediately. Furthermore, the Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as theft and to submit the policy of this insurance to Yookr for inspection upon first request. In the event of any insurance payment, Yookr shall be entitled to these tokens. Insofar as necessary, the Client undertakes vis-à-vis Yookr in advance to lend its cooperation to everything that might (turn out to) be necessary or desirable in that context.
4. In case Yookr wishes to exercise its property rights as indicated in this article, the client shall in advance give unconditional and irrevocable permission to Yookr and third parties to be appointed by Yookr to enter all those places where Yookr’s properties are located and to take them back.

Article 8 Guarantees, investigations and complaints, limitation period

1. The goods to be delivered by Yookr meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in normal use in the Netherlands. In the event of use outside the Netherlands, the Client must verify for himself whether it is suitable for use there and meets the conditions imposed on it. In such a case, Yookr may set other conditions regarding the goods to be delivered or activities to be performed.
2. The Client is obliged to examine the delivered goods, or have them examined, immediately at the time the goods are made available to him or the relevant work has been carried out, respectively.
3. In doing so, the Client shall examine whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements the parties have agreed in this respect. Any visible defects should be reported in writing to Yookr within seven days of delivery. Any non-visible defects must be reported in writing to Yookr immediately, but in any case at the latest within fourteen days of their discovery. The notification should contain as detailed a description of the defect as possible, so that Yookr is able to respond adequately. The Client must give Yookr the opportunity to investigate a complaint (or have it investigated).
4. If the Client complains in time, this does not suspend his payment obligation. In such a case, the Client shall also remain obliged to take delivery of and pay for the otherwise ordered goods and what he has instructed Yookr to do.
5. If a defect is reported later, the Client is no longer entitled to repair, replacement or compensation.
6. If it has been established that a good is defective and a timely complaint has been made in this respect, Yookr shall replace or take care of repair of the defective good within a reasonable period of time at the discretion of Yookr. In case of replacement, the Client shall be obliged to return the replaced item to Yookr and transfer ownership of it to Yookr, unless Yookr indicates otherwise.
7. If it is established that a complaint is unfounded, the costs incurred as a result, including research costs, on the part of Yookr as a result, shall be borne in full by the Client.
8. Notwithstanding the legal limitation periods, the limitation period of all claims and defences against Yookr and the third parties involved by Yookr in the execution of an agreement shall be one year.

Article 9 Liability

1. Should Yookr be liable, this liability shall be limited to what is regulated in this provision.
2. Yookr is not liable for damages, of any kind, caused by Yookr’s reliance on incorrect and/or incomplete data provided by or on behalf of the Client.
3. Should Yookr be liable for any damage, Yookr’s liability shall be limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
4. In any case, Yookr’s liability shall always be limited to the amount paid out by its insurer where appropriate.
5. Yookr shall only be liable for direct damages.
6. Direct damage is exclusively understood to mean the reasonable costs incurred to establish the cause and extent of the damage, insofar as the establishment relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have Yookr’s faulty performance meet the agreement, insofar as they can be attributed to Yookr, and reasonable costs incurred to prevent or limit damage, insofar as the Customer proves that these costs have led to the limitation of direct damage as referred to in these general terms and conditions. Yookr shall never be liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business stagnation.
7. The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence of Yookr or its executive subordinates.

Article 10 Indemnification

1. The Client shall indemnify Yookr for possible claims of third parties, who suffer damage in connection with the execution of the agreement and whose cause is attributable to others than Yookr. Should Yookr be sued by third parties on that account, the client is obliged to assist Yookr both extra-judicially and judicially and immediately do all that may be expected of him in that case. Should the Client fail to take adequate measures, Yookr shall, without notice of default, be entitled to do so itself. All costs and damages incurred on the part of Yookr and third parties as a result shall be entirely at the expense and risk of the Client.

Article 11 Intellectual property

1. Yookr reserves its rights and powers under the Copyright Act and other intellectual laws and regulations. Yookr is entitled to use the knowledge gained by the execution of an agreement on its side for other purposes as well, to the extent that no strictly confidential information of the Client is brought to the knowledge of third parties. All scripts, graphics and code used for the Client’s services remain the property of Yookr. The latter properties are transferred to Yookr upon termination of an agreement. The Client’s use of any maintenance system provided by Yookr is only valid at the time of the agreement and may be terminated by Yookr at any time and without notice if there is reason to do so. Damage to the maintenance system due to negligence or improper use will be the responsibility of the Client. It is prohibited for Client to transfer the provided username and password to third parties without Yookr’s consent.

Article 12 Applicable law and disputes

1. All legal relationships to which Yookr is a party shall be governed exclusively by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The court in Yookr’s place of business has exclusive jurisdiction to take cognisance of disputes, unless the law imperatively prescribes otherwise. Nevertheless, Yookr has the right to submit the dispute to the court with jurisdiction according to the law.
3. The parties will only resort to court after making every effort to settle a dispute by mutual agreement.

Article 13 Location and amendment of terms and conditions

1. These terms and conditions are published on Yookr’s website.
2. The last filed version or the version valid at the time of the conclusion of the legal relationship with Yookr shall always apply.
3. The Dutch text of the general terms and conditions is always decisive for their interpretation.