Article 1: Applicability
1. The private company with limited liability under Dutch law Skyline CDS B.V., established in (4744 RZ) Bosschenhoofd, at Bredasebaan no. 11, Chamber of Commerce number 20144510, is active in consultancy, supply of products, IT services, among other things. These general terms and conditions apply to all offers made by Skyline CDS B.V. and its affiliated companies / and its subsidiaries, to its client, and form an inseparable part of every offer, quotation, agreement and execution of orders and deliveries between Skyline CDS and its client, unless these general terms and conditions are expressly deviated from in writing.
2. The buyer or client will be referred to as: “the Client”.

Article 2: Offers
1. All offers and quotations made by Skyline CDS, in whatever form, are without obligation.
2. Offers made by Skyline CDS are valid for 30 days, unless otherwise agreed in writing.
3. Price lists provided by Skyline CDS are subject to change.

Article 3: Contractual formation
1. The agreement is concluded after Skyline CDS has confirmed an order in writing or after the Client has accepted the offer in writing or has agreed to deviations. The order confirmation is deemed to accurately and completely reflect the agreement unless the Client objects thereto in writing within 5 working days.
2. For deliveries for which, due to the nature and/or scope, no order confirmation is sent, the invoice also serves as an order confirmation. The order confirmation is deemed to accurately and completely reflect the agreement, unless the Client objects thereto in writing within five working days of the invoice date.
3. Additions and amendments to the agreement are binding on Skyline CDS only to the extent that they have been confirmed by it in writing. Offers or quotations do not automatically apply to future orders.
4. Skyline CDS is entitled, if it deems this necessary or desirable, to engage third parties for the correct execution of the order given to it. The costs of engaging third parties will be passed on to the Client.

Article 4: Prices
1. Unless and to the extent otherwise agreed in writing, all prices and rates are in euros and exclusive of VAT and other government levies, as well as exclusive of any costs to be incurred in the context of the agreement, including travel and lodging, shipping and administrative costs. Skyline CDS is entitled to pass on the relevant charges and costs to the Client. Skyline CDS is entitled to impose a 25% mark-up on those costs.
2. Prices are based on prices existing during the offer. Prices are subject to interim changes without this giving the Client the right to terminate the agreement.

Article 5: Payment
1. Payment must be made within a period of 30 days from the invoice date and without the Client being entitled to claim set-off or suspension. If the Client is in default, all actual costs incurred to obtain payment will be borne by the Client.
2. Payment must be made in a lump sum, unless payment in instalments has been agreed.
3. If the Client fails to pay the amounts due within the agreed period, the Client will be in default by operation of law. In that case, Skyline CDS will be entitled to charge statutory (commercial) interest and extrajudicial collection costs on the entire amount due in 2 accordance with the Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
4. If the Client fails to fulfil any obligation arising from the agreement or fails to do so in time, enters into a debt settlement with its creditors, applies for suspension of payment, goes into liquidation, closes or transfers its business, if an attachment is levied against it or if on reasonable grounds fulfilment by the Client can no longer be expected, any claim of Skyline CDS against the Client will be immediately due and payable in full. Skyline CDS will then also be entitled to terminate the agreement to the extent not yet (fully) executed, without further notice of default or judicial intervention being required, and to take back the items already delivered but not yet paid for and to withdraw permission to use software following a licence acquired, all this without prejudice to Skyline CDS’s right to payment or compensation and its right to suspend performance of the agreement.
5. Immediately on Skyline CDS’s request, the Client will be obliged to provide security for fulfilment of its obligations under the agreement. Skyline CDS may not make such a request on unreasonable grounds.

Article 6: Additional work
1. If, at the request or with the prior consent of the Client, Skyline CDS has performed work or delivered another performance that goes beyond the content or scope of the original agreement, such work or performance will be compensated by the Client in accordance with the agreed rates and, in the absence thereof, in accordance with Skyline CDS’s usual rates. Skyline CDS is not obliged to comply with any such request and may require the conclusion of a separate written agreement.
2. Additional work will – to the extent possible – be communicated to the Client by Skyline CDS as early as possible. The Client is deemed to have agreed to the execution of the additional work, the associated costs and, if necessary, the adjusted delivery time, unless the Client objects in writing before the start of the execution of the additional work and in any case within 7 days after the notification by Skyline CDS.
3. Additional work and an adjusted delivery time do not give the Client the right to terminate the agreement early.

Article 7: Complaints
1. The Client may no longer claim a defect in the performance if it has not complained in writing to Skyline CDS within 14 days after it discovered or reasonably should have discovered the defect.
2. Complaints regarding defects with respect to whole or partial deliveries must be brought to the attention of Skyline CDS in writing, specifying the delivery or invoice number.
3. The Client will provide all cooperation necessary to investigate the complaint, including by giving Skyline CDS the opportunity to investigate all relevant circumstances associated with the complaint. If the Client fails to cooperate or the investigation is otherwise not (or no longer) possible, the complaint will not be considered.
4. The Client is obliged to immediately cease the use, handling, processing and/or installation of the items in question and to do everything reasonably possible to prevent (further) damage.

Article 8: Retention of title
1. All items delivered to the Client will remain the property of Skyline CDS until full payment of all amounts, including any interest and costs owed by the Client for the items delivered or to be delivered or services rendered or to be rendered under any contract and/or the failure of the Client to provide after-sales services.
2. As long as the Client has not fully fulfilled its obligations to Skyline CDS, the Client is obliged to ensure careful handling of the items and to insure them against the usual risks and does not have the right to encumber, rent out, give in use and/or create a pledge (whether undisclosed or not) on the delivered items other than after written permission from Skyline CDS.
3. If and as long as Skyline CDS owns the items, the Client will immediately notify Skyline CDS when the items are seized (or threatened to be seized) or when the items (or any 3 part thereof) are otherwise claimed. In addition, the Client will (in that case) inform Skyline CDS where the items, of which Skyline CDS is the owner, are located. In the event of attachment or (provisional or final) suspension of payment, the Client will immediately inform the attaching bailiff or administrator of the (proprietary) rights of Skyline CDS. The Client guarantees that any attachment of the items will be lifted immediately.

Article 9 Delivery
1. Delivery of the products takes place carriage paid. From the time of delivery, the risk of loss, damage, etc. will pass to the Client.
2. The delivery time of the products is determined on the basis of the data and circumstances known to Skyline CDS at the time the agreement was concluded. Stated delivery deadlines will never be considered as a strict deadline (‘fatale termijn’). If a change in the data and/or circumstances, regardless of its foreseeability, results in a delay, the delivery date will be delayed accordingly, without prejudice to the provisions below regarding force majeure. In the event of late delivery, Skyline CDS must be given written notice of default, whereby it must be offered a reasonable period for delivery.
3. Exceeding the delivery time given by Skyline CDS for whatever reason will not entitle the Client to compensation.

Article 10: Liability and indemnification
1. Any liability is limited to the amount paid out by Skyline CDS’s business liability insurer in the relevant case, plus the excess payable by the insured under the policy conditions. If the damaging event is not covered under Skyline CDS’s business liability insurance, any liability of Skyline CDS will be limited to the amount owed by the Client to Skyline CDS with respect to the service provided and/or product delivered from which the liability arises. In the event of a continuing performance agreement, any liability of Skyline CDS is limited to a maximum of the average amount invoiced to the Client in the last three months.
2. Skyline CDS is not liable for consequential loss.
3. The Client indemnifies Skyline CDS against all claims from third parties that are in any way related to the work for the Client, including the reasonable costs of legal assistance, except for gross negligence or intentional misconduct on the part of Skyline CDS.

Article 11: Force majeure
1. Skyline CDS is not obliged to fulfil any obligation to the Client if it is prevented from doing so by a force majeure situation. During the period that the force majeure continues, Skyline CDS may suspend its obligations under the Agreement.
2. If, in the event of force majeure, the performance of the agreement by Skyline CDS is delayed or barred, Skyline CDS will be entitled to terminate all or part of the agreement without this entitling the Client to compensation. If this period exceeds two months, the Client will also be entitled to terminate the agreement. The value of the work performed by Skyline CDS until then will be reimbursed by the Client. If work resumes, Skyline CDS will be entitled to issue new invoices.

Article 12: Confidentiality
1. The parties are mutually obliged to maintain complete confidentiality towards third parties regarding confidential (business) information provided to each other. The Client is obliged to take measures so that this confidentiality is observed by its employees.

Article 13: Intellectual property
1. The Client is not permitted, without prior express written permission from Skyline CDS, to copy, reproduce or modify products and/or services and the associated documentation, the intellectual property rights of which are held by with Skyline CDS, both during the term and after termination of the agreement. Nor is the Client permitted to give third parties the opportunity to do so.

Article 14: Penalty clause
1. In the event of failure to comply with the provisions of Articles 12 and 13, the Client will be liable to pay an immediately payable penalty to Skyline CDS of €50,000 per violation, plus €5,000 per day that such violation continues, whereby each disclosure or communication to third parties or infringement of intellectual property rights of Skyline CDS is regarded as a separate violation.

Article 15: Suspension, set-off and termination
1. Each party can only terminate an agreement if the other party attributably fails to fulfil one or more essential obligations, the other party has received a written notice of default that is as detailed as possible, setting a reasonable period for compliance and compliance within this period is not forthcoming.
2. Skyline CDS may in any case suspend its obligations under the agreement with immediate effect and without prior notice of default being required (including by blocking or disabling one or more services (temporarily or permanently, in whole or in part)) and terminate the agreement in the following circumstances:
a. the Client no longer meets the preconditions applicable to the service in question (including the preconditions included in the current service description);
b. the actual use of the items and/or services does not conform to the agreement, does not correspond to the normal use to which the applicable rates are geared, or deviates substantially from the use that can reasonably be expected;
c. Skyline CDS has sent a reminder to the Client and the Client has not fulfilled its payment obligation even after the deadline specified in the reminder has passed;
d. Skyline CDS has requested the Client to provide (additional) security and the Client has not provided the desired security within the period specified by Skyline CDS;
e. the Client causes damage to the business, services, network or other telecommunications networks;
f. circumstances arise, beyond the control of Skyline CDS, that make performance of the agreement impossible or disproportionately difficult.
3. The Client is not entitled to setoff or suspension.
4. Either party may terminate the agreement with immediate effect, and without prior notice of default being required, in the event of:
a. a request for debt restructuring;
b. suspension of payments
c. bankruptcy; or
d. liquidation

Article 16: Conversion
1. If one or more provisions of these general terms and conditions are null and void, or are annulled, the remaining provisions will continue to apply.
2. The parties undertake to replace the non-binding provisions with such provisions that are binding and deviate as little as possible – in view of the purpose and purport of this agreement – from the non-binding provisions.

Article 17: Applicable law and competent court
1. The agreement concluded between the user and the other party is exclusively subject to Dutch law.
2. All disputes arising from or related to the agreement to which these conditions apply will be settled by the competent section of the Court of Zeeland-West-Brabant, Middelburg location.