General Terms and Conditions of Yolk

Definitions
In these general terms and conditions the following definitions apply:

1.1 Assignment: an agreement for services within the meaning of Article 7:400 et seq. of the Dutch Civil Code whereby one party, the contractor (Yolk BV), undertakes vis-à-vis the other party, the customer, to perform consultancy work (or have such work performed) for the customer’s organization. The engagement agreement is recorded in writing and contains (among other things) a description of the work to be performed.

1.2 Contractor: Yolk BV that has entered into an agreement with the client to provide products and/or services.

1.3 Principal: The natural or legal person or non-profit institution with whom the contractor concludes an agreement for the provision of products and/or services.

1.4 Parties: The Principal and the Contractor.

1.5 Agreement: Any mutual acceptance of delivery of one or more products and/or services of the Contractor.

General
2.1 These General Terms and Conditions shall apply to any agreement or other legal relationship between the Contractor and the Principal.

2.2 By signing an agreement with the contractor, the client declares that he has taken note of the general conditions of the contractor and that he agrees to these general conditions.

2.3 Deviations from the general terms and conditions will only be possible if they are expressly included in an agreement between the contractor and the client.

2.4 General terms and conditions of the customer or third parties are not binding on the contractor and do not apply.

Offer and acceptance
3.1. All offers by the Contractor to the Client are without obligation.

3.2 Offers or quotations made by the Contractor will be valid for 30 days unless otherwise stated.

3.3 An agreement shall be established between the contractor and the client when the client accepts an offer made by the contractor by e-mail, online signature or otherwise in writing. If the client fails to do so, but nevertheless verbally agrees to the contractor commencing work on the assignment, the contents of the offer will be deemed to have been agreed.

3.4 A composite quotation will not oblige the contractor to perform part of the assignment at a corresponding part of the quoted price.

3.5 Offers or quotations shall not automatically apply to future assignments.

Commencement and execution of agreement
4.1. The contractor shall make every effort to perform the agreement carefully and independently, to promote the client’s interests to the best of his knowledge and to strive for a result that is good and useful for the client. To the extent necessary, the contractor shall keep the client informed of the progress of the work. Should the contractor fail to meet a deadline, this will be reported to the client in a timely manner and the next steps will be mutually agreed upon.

4.2 If and to the extent required for the proper performance of the agreement, the contractor shall be entitled to have certain work performed by third parties.

4.3 The client will ensure that all information which the contractor indicates to be necessary or which the client should reasonably understand to be necessary for the performance of the agreement is provided to the contractor in good time. If the data required for the performance of the Agreement are not provided to the Contractor in time, the Contractor will be entitled to suspend the performance of the Agreement and/or to charge the Principal the additional costs resulting from the delay in accordance with its usual rates.

4.4 The contractor shall not be liable for any loss or damage, of whatever nature, resulting from the fact that the contractor has relied on incorrect and/or incomplete data provided by the client.

Amendments to the Agreement
5.1. If during the performance of the Agreement it appears that for a proper performance it is necessary to change or supplement the work to be performed, the parties will timely and in mutual consultation amend the Agreement accordingly.

5.2. If the parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the execution. The contractor will inform the client of this as soon as possible. Said amendment or supplement to the Agreement will not entitle the Client to compensation for damages.

5.3. If the amendment or supplement to the agreement will have financial and / or qualitative consequences, the contractor will inform the client in advance. The Supplier is entitled to charge the Client additional costs.

Duration and conclusion of the agreement
6.1. The duration of the agreement can be influenced, apart from the effort of the contractor, by all kinds of factors, such as the quality of the information obtained by the contractor and the cooperation provided. Accordingly, the Contractor cannot indicate in advance exactly how long the lead time for performing the Agreement will be. Deadlines by which work must be completed are therefore only deadlines if this has been agreed in writing.

6.2 In the financial sense, the agreement is concluded as soon as the final invoice is approved by the client. The client must notify the contractor of this within a period of thirty days from the date of the final invoice. If the Client does not respond within this period, the final invoice will be deemed approved.

Interim termination of the agreement
7.1. The parties may unilaterally terminate the agreement prematurely if one of them is of the opinion that the execution of the assignment can no longer take place in accordance with the assignment agreement and any subsequent additional agreements. The other party must be notified of this in writing, giving reasons. The contractor or the client may only exercise the authority to terminate early if, as a result of facts and circumstances beyond the control of the terminating party or which cannot be attributed to him, completion of the assignment cannot reasonably be required. The contractor thereby retains the right to payment of the invoices for work performed up to that time, whereby, if possible and subject to reservation, the preliminary results of the work performed up to that time will be made available to the client. Insofar as this involves additional costs, these will be charged.

7.2 In the event that one of the parties becomes bankrupt, applies for a moratorium or discontinues its business operations, the other party has the right to terminate the assignment without observing a notice period, all this with retention of rights.

Suspension and dissolution

8.1. The contractor has the right to temporarily or completely take delivered products and/or services out of use and/or restrict their use if the client does not comply with the agreement and obligation towards the contractor or acts in violation of these general conditions.

8.2 Contractor is authorized to suspend the performance of the obligations or to dissolve the agreement if:

A: Client fails to fulfill or fails to fully fulfill its obligations under the agreement.

B: After the conclusion of the agreement the contractor learns of circumstances that give good reason to fear that the client will not fulfill the obligations.

C: Client was requested to provide security for the fulfillment of his obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient.

Payment
9.1. Payment by the Client must be made, without deduction, discount or set-off, within the agreed terms, but in no event later than thirty days after the invoice date. Payment must be made by means of transfer to a bank account designated by the contractor.

9.2 If the client fails to pay within thirty days of the invoice date, the contractor will be entitled, after giving the client at least one reminder to pay, to charge the client statutory interest from the due date until the date of full payment, without further notice of default and without prejudice to the contractor’s other rights.

9.3 All judicial and extrajudicial (collection) costs reasonably incurred by the Contractor as a result of the Principal’s failure to fulfill its payment obligations will be borne by the Principal.

9.4 If the Principal desires an audit by a registered accountant in connection with an invoice, cooperation will be provided. The costs of such an audit shall be borne by the Client.

9.5 If, in the Contractor’s opinion, the Principal’s financial position or payment record gives cause to do so, the Contractor will be entitled to demand that the Principal immediately furnish (additional) security in a form to be determined by the Contractor. If the client fails to provide the required security, the contractor will be entitled, without prejudice to its other rights, to immediately suspend the further performance of the agreement and all amounts owed by the client to the contractor on any account whatsoever will be immediately due and payable.

9.6 In the event of an assignment given jointly, to the extent that the consultancy work has been performed for the joint clients, the clients will be jointly and severally liable for payment of the invoice amount regardless of the name of the invoice.

Intellectual property
10.1. Models, techniques, instruments, including software and other products of the mind that have been used for the performance of the Agreement or have been included in the advice or research result are and will remain the property of the Contractor, insofar as they do not already belong to third parties. Publication, further use or further distribution may therefore be made only after written permission has been obtained from the contractor.

10.2 The client will have the right to multiply documents for use in his own organization, to the extent appropriate within the purpose of the agreement. In the event of interim termination of the agreement, the foregoing shall apply mutatis mutandis.

Liability and indemnification
11.1 The contractor shall only be liable for damage resulting from an attributable shortcoming in the performance of the agreement, insofar as it is the result of the contractor’s failure to exercise the due care, skill or professionalism which may be relied upon in the context of the agreement concerned.

11.2 Such liability shall be limited to the amount paid out by the Contractor’s liability insurer for the case in question. If, for whatever reason, the liability insurer does not pay out, the contractor’s liability will be limited to the amount of the fee charged for the performance of the agreement.

11.3 Any claims by the client in this sense must be made within one year of the discovery of the damage, failing which the client shall have processed his rights. A further condition for liability is that the client notifies the contractor in writing immediately after the discovery of a defect, and the contractor shall at all times be entitled, if and to the extent possible, to undo or limit the client’s damage by repairing or improving the defective product or service.

Force majeure
12.1. The contractor is not liable if a failure is not attributable to the contractor and is the result of force majeure. In these general conditions, force majeure includes but is not limited to (in addition to what is understood in law and jurisprudence in this respect): transport and/or communication failures and stagnation at third parties on which the contractor depends, expressly including suppliers of cloud services, communication links and other parts of the information technical infrastructure used by the contractor.

12.2. During force majeure, the delivery and other obligations of the Contractor shall be suspended.

Confidentiality
13.1. The Contractor shall observe due care and secrecy vis-à-vis third parties not involved in the performance of the Agreement with respect to all confidential data or competitively sensitive information of the Client that has come to its knowledge in the context of the Agreement, unless the Contractor has a statutory or professional duty to disclose, the Contractor is required to defend itself before a (disciplinary) court, the Client has released the Contractor from the duty of secrecy, or the information has been obtained from public sources. The Contractor shall take all precautions necessary within the scope of the Agreement to protect the Client’s interests.

13.2 The client shall not, without the written consent of the contractor, disclose to third parties the approach, method, content of advice or opinions of the contractor, nor make available or otherwise disclose his reports or other material, written or otherwise, unless the client is under a legal or professional obligation to disclose.

Applicable law
14.1. All offers made and agreements concluded under these terms and conditions shall be governed exclusively by Dutch law.