Definitions

1. Contractor: Kairos Assistance, established in Groningen, registered with the Chamber of
Commerce under number 89376188, hereinafter referred to as Kairos Assistance.
2. Client: the natural or legal person on whose behalf services are provided and/or work is carried
out and/or goods are delivered.
3. Agreement: the agreement concluded between the Contractor and the Client regarding the
provision of services and/or the performance of work and/or the delivery of goods.
4. Employee: any natural person who performs the agreed work on behalf of Kairos Assistance.

General

5. Providing a (subsequent) assignment to Kairos Assistance implies acceptance of these terms and
conditions.
6. The general terms and conditions apply to every offer, quotation and Agreement between Kairos Assistance and the Client, insofar as the parties have not expressly deviated from these terms and conditions.
7. An order confirmation is deemed to be correct and complete, unless the other party has immediately protested against this in writing. A confirmed proposal via e-mail has the status of order confirmation.
8. Deviations from and exceptions to these terms and conditions, as well as general terms and conditions of the Client, only apply if they have been accepted in writing by an Employee.
9. If one or more provisions of these general terms and conditions are at any time wholly or partially annulled or declared null and void by the court, this will not affect the operation of the other provisions.
10. If no notice period is included in an agreement for an indefinite period, a notice period of one month applies to each of the parties.
11. Dutch law applies to these terms and conditions.

Quotation

12. All quotations and offers from Kairos Assistance are without obligation, unless a term for acceptance has been set in the quotation or offer. If no acceptance period has been set, no rights can be derived in any way from the quotation or offer.
13. Quotations from Kairos Assistance are based on the information provided by the Client. The Client guarantees that he/she has provided Kairos Assistance with all essential information for the design, execution and completion of the assignment in a timely and truthful manner. Kairos Assistance cannot be held to a quotation or offer if the Client can reasonably understand that (a part of) the quotation and offer contains an obvious mistake or error.
14. A composite quotation and offer does not oblige Kairos Assistance to perform part of the quotation and offer against a corresponding part of the stated price.
15. Quotations and offers do not automatically apply to future assignments.

Price and Payment

16. The price is exclusive of tax (VAT) and including expenses incurred such as telecom allowance, travel expenses, computer allowance, mileage allowance, office supplies, postage costs, etc.
17. If Kairos Assistance is faced with (cost) price-increasing circumstances prior to or during the performance of the service due to changes in legislation and regulations or government measures, they may increase the agreed prices/rates in accordance with these changes and will do so prior to indicate payment from the Client.
18. A cancellation of services does not entitle the Client to compensation for any damage. In the event that the Client cancels the Agreement, Kairos Assistance is entitled to claim any costs already incurred from the Client
to take into account.

Terms of payment

19. All invoices will be paid by the Client within 14 days after the date of dispatch of the relevant invoice. Objections to invoices must be submitted in writing within eight days of the invoice date. In the event of disputes about the number of hours spent/charged to the Client, the time registration registered by Kairos Assistance is binding, unless the Client demonstrates that this registration is incorrect.
20. If, for whatever reason, only part of the assignment can be carried out by Kairos Assistance, this does not release the Client from its obligation to pay, after the expiry of the agreed payment term, the amount charged for implementation. The Client always pays the full monthly amount, even if the Employee works fewer hours than agreed.
21. If the agreed payment term is exceeded by the Client, the entire or the remainder of the invoice amount is immediately due and payable in full after a reminder, while Kairos Assistance is furthermore entitled to suspend the performance of ongoing work, orto cancel all existing agreements without notice of default or judicial intervention, without prejudice to the right to additionally claim compensation for the damage suffered.
22. Non (timely) payment also has the consequence that guarantees with the Client will lapse.
23. From the moment that the Client is in default, the Client is also obliged to reimburse all judicial and extrajudicial costs and execution costs incurred in connection with the collection of the invoiced amounts. The extrajudicial costs are set at 15% of the principal sum, with a minimum of € 40.00 excluding VAT, unless the law stipulates otherwise.
24. Payments are first applied to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the accrued interest.
25. Kairos Assistance can, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. Kairos Assistance can refuse full repayment of the principal sum, if the outstanding and accrued interest and collection costs are not also paid.
26. The Client may not set off the amounts owed to Kairos Assistance against any counterclaims that the Client has against them. This also applies if the Client applies for (provisional) suspension of payments or is declared bankrupt.

Agreement

27. After acceptance of the offer, Kairos Assistance will send an agreement to the Client. The Agreement is deemed to have been concluded from the day of written confirmation by the Client.
28. The Agreement is entered into for an indefinite period, unless it follows from the content, nature or purport of the Agreement that it has been entered into for a definite period.

Execution of the agreement

29. Kairos Assistance observes the care of a good contractor in the performance of its work
30. Kairos Assistance assumes a best efforts obligation with the Agreement and therefore does not provide any guarantee regarding the results of the assignment, unless expressly stated otherwise.
31. Kairos Assistance has the right, insofar as the proper performance of the Agreement requires this, to have the Agreement partially performed by third parties. Kairos Assistance will only proceed to do so after consultation with the Client.
32. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
33. If a term has been agreed within the term of the assignment for the completion of certain work, this is never a strict deadline for Kairos Assistance. If the term of execution is exceeded, the Client must give Kairos Assistance written notice of default.

Change of the agreement

34. Changes to the Agreement by the Client that could not be foreseen by Kairos Assistance and that cause additional work, will be passed on to the Client by Kairos Assistance in accordance with the rate agreed in the Agreement. There is also talk of additional work if, as a result of the provision of incorrect or incomplete information by the Client, Kairos Assistance has to reorganize the planned work. Kairos Assistance is entitled to charge the costs for additional work to the Client on the basis of subsequent calculation.
35. As always indicated by Kairos Assistance in the agreement, it is important that the Client takes out a suitable subscription. Kairos Assistance therefore charges an hourly rate of 65 euros excluding 21% VAT for every hour worked outside contract hours.
36. If fewer hours are worked than the agreement, the client owes Kairos Assistance the entire agreed monthly amount. Fewer hours worked cannot be carried over to the next month and are therefore cancelled.
37. If during the execution of an assignment it appears that for proper execution it is necessary to change or supplement the work to be performed, Kairos Assistance will consult with the Client in good time about adjusting the agreed work.
38. If it follows from the aforementioned consultation that agreements made will be adjusted, the agreement will be amended or supplemented accordingly. The new agreements will be confirmed in writing.
39. A change to the assignment can influence the time at which the assignment would have been terminated as well as the amount of the payment.

Cancellation

40. Both parties can terminate the Agreement early in writing at any time with due observance of a notice period of 30 days, unless the parties have agreed otherwise.
41. If the Client terminates prematurely, Kairos Assistance is entitled to compensation due to the loss of capacity that has arisen and can be made plausible, whereby the average monthly invoice amount until then is used as a starting point, unless there are facts and circumstances on which the termination is based.
attributable to Kairos Assistance. The provisional results of the work performed up to that point will be made available to the Client with reservation.
42. If one of the parties becomes bankrupt, applies for suspension of payments or ceases operations, the other party has the right to terminate the Agreement prematurely without observing a notice period.
43. In the event of premature termination by Kairos Assistance, the Client is entitled to cooperation from Kairos Assistance with regard to the transfer of work still to be performed to third parties. If the transfer of the
activities entail additional costs for Kairos Assistance, these will be charged to the Client.

Dissolution and/or power to suspend

44. Kairos Assistance is authorized to suspend the fulfillment of its obligations or to dissolve the Agreement if:
a. The Client does not fulfill the obligations under the Agreement, or does not do so in full or on time, or Kairos Assistance has good grounds to fear that the Client will fall short of those obligations;
b. When concluding the Agreement, the Client has been requested to provide security for the fulfillment of his/her obligations under the Agreement and this security is not forthcoming or is insufficient;
c. there is (an application for) liquidation of the Client, the Client has been granted suspension of payments, the Client has been declared bankrupt, the Natural Persons Debt Rescheduling Act has been declared applicable to the Client or the Client has been placed under guardianship, the Client has free disposal loses all or part of his/her assets or income, the Client sells his/her company or if an attachment is levied against the Client and this attachment is not lifted within 3 months.
45. Kairos Assistance is also authorized to dissolve the Agreement if circumstances arise of such a nature that fulfillment of the Agreement is impossible or if other circumstances arise of such a nature that unchanged maintenance of the Agreement cannot reasonably be assumed by Kairos. Assistance may be required.
46. If Kairos Assistance proceeds to suspension or dissolution, it is in no way obliged to compensate damage or costs incurred in any way as a result.
47. If Kairos Assistance proceeds to dissolve the Agreement, the claims of Kairos Assistance against the Client are immediately due and payable.
48. If the dissolution is attributable to the Client or if Kairos Assistance has to suspend the performance of the Agreement as stated in this article and/or under Article 8.2 of these general terms and conditions, the Client is obliged to pay the resulting direct and indirect damage and costs to Kairos Assistance.
49. Kairos Assistance may at all times require further security, failing which Kairos Assistance may suspend the performance of the Agreement. If this request is not complied with to the satisfaction of Kairos Assistance, Kairos Assistance is entitled to suspend or refuse the performance of all Agreements with the Client, without being obliged to pay any compensation itself and without even waiving its other rights under this Agreement or the law.

Cooperation Client

50. The client will always provide, solicited and unsolicited, all relevant information to Kairos Assistance that it needs for the correct execution of the assignment given to it.
51. If information necessary for the execution of the agreed assignment has not been made available by the Client, has not been made available on time or has not been made available in accordance with the agreements made, or if the Client has not fulfilled its (information) obligations in any other way, Kairos Assistance is authorized to suspend the performance of the Agreement.
52. If additional costs arise for Kairos Assistance for Kairos Assistance as a result of not, not timely or not properly providing personnel, requested data, documents and facilities, then these costs will be borne by the Client.

Liability

53. Kairos Assistance is not liable for damage of any nature whatsoever, caused by the fact that the Contractor relied on incorrect and/or incomplete information provided by or on behalf of the Client.
54. If Kairos Assistance should be liable for any damage, the Contractor’s liability is limited to a maximum of the invoice amount, or the amount paid out by the professional liability insurance taken out by Kairos Assistance insurance, whichever is highest.
55. The liability of Kairos Assistance is in any case always limited to the amount of the payment from its insurer.
56. Kairos Assistance is only liable for direct damage.
57. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to remedy the defective performance of Kairos Assistance comply with the agreement, insofar as these can be attributed to Kairos Assistance and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
58. Kairos Assistance is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.
59. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Kairos Assistance

Force majeur

60. If Kairos Assistance cannot, or cannot timely or properly fulfill its obligations under the Agreement as a result of a cause that cannot be attributed to it, those obligations will be suspended until Kairos Assistance is still able to fulfill them in the agreed manner. . Force majeure is in any case understood to mean illness on the part of Kairos Assistance.
61. If the period in which fulfillment of the obligations of Kairos Assistance is not possible due to force majeure lasts longer than 30 days, the parties are authorized to dissolve the Agreement without the Client having any right to compensation. What has already been performed under the Agreement will then be settled pro rata.

Processing Personal Data

62. Insofar as personal data of a counterparty is processed during the performance of work in the context of the services of Kairos Assistance, this personal data will be processed in a proper and careful manner, in accordance with the Personal Data Protection Act and the General Data Protection Regulation. For further information, Kairos Assistance refers to the Privacy Statement available on the website http://www.kairosassistance.com/privacy-policy.
63. In addition to the previous paragraph 1, Kairos Assistance also notes that appropriate technical and organizational measures will be taken to protect the personal data processed from a counterparty against loss or any other form of unlawful processing, taking into account the current situation. of the technique and nature of the processing.

Complaints

64. Complaints regarding work performed and/or services provided must be submitted in writing within 8 days after the complaint arose. After that period, complaints will no longer be processed and the Client’s right to repair, replacement or compensation will lapse.

Intellectual property

65. All models, works and/or inventions developed by Kairos Assistance for the Client are and remain the property of Client. This also includes all intellectual property rights, including, but not limited to, copyrights, design rights and/or patent rights. However, any models, works and/or inventions developed by Kairos independently and/or not as part of the service to Client shall remain the property of Kairos (‘Kairos IP’).
66. All Kairos IP provided by Kairos Assistance for the Client, such as reports, computer programs, system designs, working methods, advice and contracts, can be used by the Client and can be multiplied by the Client for its own use in its own organization. Kairos IP provided by Kairos Assistance to Client may not be made public, reproduced or exploited or brought to the attention of third parties by the Client without the prior written consent of Kairos Assistance, unless the nature of the documents provided dictates otherwise.

Exceptional provisions

67. The Client and Kairos Assistance undertake to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of the Agreement. Information is considered confidential if this has been reported by the other party or if this follows from the nature of the information.
68. If Kairos Assistance is obliged on the basis of a legal provision or a court decision to provide confidential information to third parties designated by law or the competent court and Kairos Assistance cannot invoke a right of nondisclosure in this respect, Kairos Assistance is not obliged to pay compensation or compensation and the Client is not entitled to dissolve the assignment on the basis of any damage caused by this.
69. The client and Kairos Assistance will impose their obligations under this article on any third parties they may engage.

Third Party Indemnity

70. The Client indemnifies Kairos Assistance against possible claims from third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to others than Kairos Assistance.
71. The Client is obliged to assist Kairos Assistance both in and out of court if Kairos Assistance is held liable on the basis of the first paragraph of this article and to immediately do everything that may be expected of it in that case. If the Client fails to take adequate measures, Kairos Assistance is entitled, without notice of default, to proceed to do so itself. All costs and damage on the part of Kairos Assistance and third parties arising as a result thereof are fully for the account and risk of the Client.

Applicable law

72. All Agreements between Kairos Assistance and the Client are exclusively governed by Dutch law.
73. Without prejudice to Kairos Assistance’s right to submit a dispute to the competent court according to the law, disputes between the parties will in the first instance be submitted to the competent court of the District Court of Noord-Holland, unless the law prescribes otherwise.