Algemene voorwaarden

Article 1. Applicability

1.
These general terms and conditions apply to all negotiations, offers, (additional/follow-up) assignments and agreements, insofar as these relate to the acceptance of projects/assignments from clients, the performance of work for clients and the provision of advice in the broadest sense of the word, as well as all related (preparatory) work for Unvolt BV, and acting in that capacity, Unvolt BV shall provide these general terms and conditions upon the submission of its quotation and/or upon entering into a project agreement, and shall also send or make these conditions available free of charge upon any written request to that effect from an interested party.

2.
Clauses and agreements deviating from these General Terms and Conditions are binding only to the extent that they have been expressly confirmed in writing by Unvolt. These General Terms and Conditions include an amendment clause.

Conditions applied or referred to by the Client shall not apply, unless expressly confirmed in writing by Unvolt. An express written acceptance of these conditions applies exclusively to the agreement in question, unless expressly stated otherwise in writing.

3.
Any client or counterparty who has ever entered into agreements with Unvolt subject to these terms and conditions shall also be deemed to have unconditionally agreed to the applicability of these terms and conditions to all subsequent quotations and advice issued, as well as subsequent agreements concluded with Unvolt, and related (preparatory) work.

Article 2. Definitions

In these General Terms and Conditions, the following is understood to mean:
a. “Unvolt”: all activities of “Unvolt”, which undertakes projects under the collective name “Unvolt” at the request and on behalf of clients and – after consultation with the respective client – ​​one of the (hired subcontractors) employees of Unvolt is entrusted with the execution of the accepted project.

b. ‘Executor’: that (hired) employee who is charged with the execution of the project accepted by Unvolt, and therefore acts under the authority of Unvolt.

c. ‘Client’: any natural person and/or legal entity, or the parent organization of the natural person and/or legal entity, that is required to engage Unvolt for the completion and fulfillment of a (specific and/or specialist) project.

d. ‘Project’: the agreement between Unvolt and the Client, being those activities that must be performed to achieve the project objectives, and which Unvolt undertakes and has carried out under its authority by one or more of its employees and/or third parties.
e. ‘Additional work’: everything that is performed in excess of what has been agreed, in terms of project duration and/or project tasks as agreed in the project agreement.

f. ‘Preliminary cost estimation and preparatory study’: a request from a potential client to Unvolt to estimate the total project costs in advance, to analyze the project tasks to be performed, as well as to select and propose suitable employees of Unvolt for the execution of the project, in order to be entrusted with the execution of the project as Unvolt, after the client’s agreement regarding the costs, tasks, and employee(s) of Unvolt.

g. ‘Exclusivity’: If the Client and Unvolt have agreed on exclusivity, there is always absolute exclusivity.

Article 3. Preparation of quotation

1.
If the project quotation proposed by Unvolt is rejected, Unvolt is in any event entitled to charge a fee of € 100 per hour spent for the cost estimation and preparatory research carried out by it, which shall never exceed 5% of the project fee proposed in the quotation, unless Unvolt has either waived such a fee in advance or waives such a fee after the execution of the work, and in each case by express written notice.

2.
The Client is not entitled to approach, employ, or otherwise have work performed in the company of the (potential) Client, within a period of 12 months following the end of the month in which the offer was rejected, the candidates proposed during the cost estimation and preparatory investigation who are not yet employees of Unvolt at that time but of whom Unvolt has expressed the intention and willingness to employ for the execution of the project if the offer is accepted by the Client, unless Unvolt has granted explicit written permission for this.

Unvolt is entitled to attach further conditions to this consent, including reimbursement of the costs incurred by it, as well as compensation for the work performed, effort, and lost profits, without prejudice to the provisions of paragraph 1 of this article.

Article 4. Quotations

A quotation issued by Unvolt has a validity period of 4 weeks. If the Client accepts the quotation after the expiration of the validity period,
an agreement shall only be formed if Unvolt subsequently agrees to the acceptance.
The latter is evidenced by a written statement to that effect from Unvolt, or by Unvolt commencing the execution of the project agreement.

Article 5. The project/assignment

1.
Both the project objectives and the associated project tasks and project duration are stated in the appendix to the project agreement agreed upon by the parties. By signing this appendix, Unvolt and the Client declare their unconditional agreement with the objectives, tasks, project duration, and executor(s) mentioned in this appendix.

2.
Exceeding the agreed delivery period does not entitle the Client to
cancel the project agreement or to refuse receipt or payment of goods and/or services.

3.
Unvolt is entitled to charge for additional work. Additional work will only be performed by Unvolt if a further written agreement regarding this has been made by the parties in accordance with Article 6, paragraph 2 of these General Terms and Conditions.

The additional work thus agreed upon will automatically form part of the project agreement.

4.
If the duration of the project is not defined and/or no delivery period or periods have been agreed upon, both parties are entitled to terminate the project agreement by giving notice. Notice must be given by registered letter, observing a notice period of 3 calendar months. Projects whose duration is defined cannot be cancelled or terminated prematurely by the Client, unless there is a case of force majeure on the part of the Client as referred to in the Law.

5.
Unvolt is entitled to cancel a project agreement already entered into, in whole or in part, in the event of such a substantive change to the project, at the express request of the Client, that performance can no longer reasonably be expected of Unvolt. Unvolt is entitled to charge the Client for all (future) costs resulting from the cancellation referred to in the preceding sentence. Unvolt must notify the Client of the cancellation in writing. In such cases, the Client is not entitled to claim compensation.

6.
Unvolt shall deliver the agreed project to the Client in accordance with specifications and/or described project objectives. The project shall be deemed accepted if it has not been rejected by registered letter within a period of 5 consecutive working days. Unless otherwise agreed in writing, it is expressly assumed that termination and delivery take place at the same time.

7.
During the assignment, the Client shall refrain from activities that may hinder Unvolt in fulfilling its assignment and/or interfere with its activities. The Client shall not use the services of parties other than Unvolt for the same work. The Client shall not enter into any agreements or conduct any negotiations to that end outside of Unvolt. If an agreement is concluded in violation of the provisions herein, Unvolt shall be entitled to commission and reimbursement of incurred costs and hours, with a minimum of € 25,000.

8.
If, following repeated calls in any form whatsoever, the Client fails to respond to the calls after a period of one month, Unvolt is entitled to invoice the hours worked. If the assignment is nevertheless continued after this settlement, the hours worked will be offset against the commission still to be invoiced.
Unvolt may suspend its activities until the Client has provided the data relevant to the execution of the assignment.
For all assignments/projects requiring the raising of capital, Unvolt has an obligation of effort, not an obligation of result.

Article 6. The contractor/execution

1.
The selection of the contractor(s) may be made in mutual consultation between Unvolt and the Client. By virtue of its employer authority, Unvolt shall provide the contractor with work instructions in the context of the execution of the project. Unvolt delegates to the Client the authority to give the contractor directions regarding the day-to-day operations at the Client, in particular regarding conduct related to working conditions, safety, and compliance with instructions from the Labour Inspectorate concerning the execution site and resources made available by the Client.

2.
The Client is furthermore entitled to formulate additional wishes regarding the (further) execution of the project, which are not included in the project agreement. The contractor shall discuss these wishes with Unvolt immediately. Unvolt will subsequently inform the Client whether the wishes will be implemented, or whether agreements need to be made regarding these additional wishes concerning an additional project fee, an extension of the project duration, and/or the engagement of another (additional) contractor. Only once the proposal has been accepted in writing by the Client will it
be undertaken by Unvolt or the contractor(s) designated by it.

3.
In the event of the absence of the contractor, illness of the contractor and/or employment law measures taken against the contractor (whether or not due to justified complaints by the Client), expressly included herein, for a period of 16 working days or longer, Unvolt is obliged, at its option, either to arrange for an adequate replacement or to agree to and arrange for an extension of the project duration for a period at least equal to the ultimately lost number of working days.

4.
If the failure of the contractor is permanent, which shall in any event be understood to mean a continuous period of at least 8 calendar weeks, and no replacement has been appointed or proposed by Unvolt during this period, or if there is another situation of force majeure on the part of Unvolt, as referred to in Article 7 of these terms and conditions, including impediments by third parties, transport disruptions, extreme weather conditions, domestic unrest, and natural disasters, Unvolt is entitled, even if it would initially have opted for suspension and extension of the project term, to dissolve this project agreement in whole or in part if the failure of the contractor is permanent in the manner referred to in the preceding sentence and no replacement for the contractor has been appointed by Unvolt, or if there is another force majeure situation which continues for longer than 8 consecutive calendar weeks. Dissolution by the Client may take place by means of a written declaration to that effect.

5.
If the agreement is dissolved pursuant to this article, neither party shall be entitled to claim any compensation. However, Unvolt is entitled to charge the Client a corresponding portion of the project fee proportionately for the part of the agreement already executed.

6.
The Client is expressly not entitled, during the duration of the project as well as for one year after completion of the project, to employ or engage the project executor(s), either directly or indirectly, and/or to hire them through the involvement of a project agency other than Unvolt, unless express written permission for this has been granted by Unvolt. If the Client violates the prohibition set forth in the preceding sentence, the Client shall be obliged to pay an immediately due and payable penalty equal to 30% of the executor’s annual income, with a minimum of EUR 11,345.

Notwithstanding the provisions of the preceding sentence, Unvolt is expressly entitled to claim compensation from the Client for actual lost income and damage caused, instead of the penalty fixed between the parties. The Client is not permitted to contact a potential financing party introduced by Unvolt without Unvolt’s involvement, and thus without Unvolt’s approval. Failure to do so will result in a penalty of € 50,000.

Article 7. Force Majeure

1.
In the event of force majeure, Unvolt’s obligations shall be suspended. In such a case, Unvolt shall not be obliged to (further) perform the agreement until this is reasonably possible.

2.
Force majeure within the meaning of the Act shall first and foremost be deemed to include unforeseen circumstances relating to persons and/or materials which Unvolt employs or customarily employs in the performance of the agreement, which are of such a nature that performance of the agreement thereby becomes impossible or so burdensome and/or disproportionately costly that prompt compliance with the agreement by Unvolt cannot reasonably be required by the Client. Such circumstances shall in any event include: strikes, lockouts, obstruction by, or lack of decision-making by, third parties associated with the project, shortages of (potential) contractors, disruptions in the delivery of a finished product, semi-finished product, raw materials and/or auxiliary materials, refusal by already proposed (potential) contractors to commence or continue performing work for the execution of the project, transport disruptions, and extreme weather conditions.

3.
If, upon the occurrence of force majeure as referred to in Article 6, paragraph 4, Unvolt has already partially fulfilled its obligations, Unvolt is entitled to invoice the part of the agreement already performed separately, and the Client is obliged to pay the relevant invoice as if it were a separate transaction.

Article 8. Prices and Rates

1.
Unvolt’s project fee is stated in European currency, unless expressly stated otherwise, and is stated to be exclusive of VAT, office costs, software tools, and other equivalent levies.
Unvolt’s project fees, as mentioned in the project agreement, are based on the price-determining factors known at the time of drafting the project agreement. Unvolt is entitled to adjust the project fee to reflect any changes in price-determining factors that may have occurred in the period between the conclusion of the project agreement and its actual execution or payment by the client. Unvolt always charges a minimum of 5 minutes for its work when recording time.

2.
Unvolt will not refund the file fee paid upon assignment. The commission fee, also known as the success fee, is always calculated on the total (re)financing, regardless of how this is established.
This fee also applies to in-kind contributions in any form.
Additional, or new/replacement assignments from the client will only take place after the preceding assignment has been financially settled by means of a commission fee or an hourly rate.

3.
If a party introduced by Unvolt provides second, additional, or follow-on financing, Unvolt is entitled to charge a commission of 1.5% excluding VAT (in kind) on this financing. 

The compensation referred to under point 3 here also applies if a collaboration is established following a decision not to invest or participate.
The parties will then jointly calculate the economic benefit of the collaboration.

4.
If an assignment is terminated by the Client other than by mutual agreement, Unvolt shall still be entitled, within a period of 24 months after termination of the assignment, to the agreed commission on the total newly obtained (re)financing from the lender proposed by Unvolt.

5.
Changes regarding the importance of the case, urgency, years of experience, and specializations may lead to an (possibly temporary) adjustment of the agreed rate. You will be notified of this as soon as possible, and in principle, the change will not have retroactive effect.

Article 9. Liability

1.
Unvolt is liable for serious errors made by the contractor during the performance of the work belonging to the execution of the project if the Client demonstrates that, despite the authority delegated to him as set out and further described in Article 6, paragraph 1 of these General Terms and Conditions, he could not have prevented said error. Necessary improvements to the execution of the work resulting from errors as referred to in the preceding sentence shall be made by Unvolt without extra costs, insofar as they do not exceed the invoiced portion of the project fee, either by the contractor himself or by another contractor to be designated by Unvolt. Damage caused by the contractor as a result of the error referred to in the preceding sentences shall only be compensated by Unvolt if it concerns personal injury (including damage resulting from death), or if it concerns direct property damage as caused to property belonging to the Client or his personnel. Other damage, such as indirect damage, damage to information files, loss of profit, business interruption, etc., shall expressly not be compensated by Unvolt.

2.
The Client shall not be entitled to make any claims regarding compliance with this article if:
a. he is in default of fulfilling any obligation arising from the project agreement, in particular financial obligations as referred to in Article 11 of these general terms and conditions.

b. the Client has expressly disregarded advice and instructions from
Unvolt and/or its contractor in the context of the execution of the project, or has hindered the contractor from following express instructions and advice from Unvolt, if it is also plausible that this contributed to the serious error that led to damage.

c. the Client has provided Unvolt with incorrect, unclear, or incomplete information. Unvolt bears no responsibility whatsoever for the (numerical) material provided by the Client.

3.
The Client is expressly obliged to indemnify and hold Unvolt harmless against any claim for damages made against Unvolt by third parties, expressly including the Client’s personnel, relating to damage for which Unvolt is not liable pursuant to these provisions. In this regard, Unvolt also bears no responsibility whatsoever—and cannot be held liable—for the (numerical) information provided to it by its Client.

4.
If the project to be executed is of a particularly specialized nature, as established by the parties—as evidenced by an explicit mention thereof in the annex attached to the project agreement—Unvolt shall not be liable for damage caused by the contractor in the context of performing the work for the execution of the project, regardless of the nature and cause of said damage and regardless of the degree of fault present on the part of the contractor with regard to the damage caused.

5.
The Client is not permitted to directly approach any relations of any nature whatsoever of Unvolt, in any form whatsoever. This also applies to parties approached by Unvolt to participate in or finance the project/company. Failure
to do so is subject to a fine of €10,000.00 for each day that the Client continues these discussions, provided that it has received permission from Unvolt to do so. Unvolt shall still charge its commission on any subsequent (other) transactions arising from this that become known afterwards.

Article 10. Obligations of the Client regarding safety

1.
The Client is obliged towards Unvolt, as well as towards the contractor, an employee of Unvolt, to absolutely and fully comply with all statutory and/or supranational obligations incumbent upon the Client in the context of having labor and activities performed in its company, as arising from the (Dutch) Safety Act and the Working Conditions Act, as well as instructions from the Labor Inspectorate or other regulations based thereon.

2.
The Client is furthermore obliged towards Unvolt as well as towards the Contractor to arrange and maintain the location and resources in and/or with which the Contractor will undertake the execution of the project in such a manner, and to provide the Contractor with such instructions regarding the daily course of business—expressly including information regarding any risks associated with the execution of the project at the location designated by the Client for that purpose—that the Contractor is protected against danger to such an extent as can reasonably be required in connection with the execution of the project activities. If the aforementioned obligations have not been fulfilled, the Client shall be liable towards Unvolt for compensation for the damage
suffered by the Contractor, an employee of Unvolt, as a consequence thereof in the execution of the project, unless the Client provides proof that the non-fulfillment
is due to force majeure as referred to in Article 75 of Book 6 of the Dutch Civil Code, or that the damage is attributable to a significant extent to the intent or willful recklessness of the Contractor.

3.
If, as a result of the Client’s failure to comply with the obligations referred to in this article, the contractor sustains such injury during the performance of his work that death results, the Client shall be obliged to pay compensation to the surviving spouse, the children, or the parents of the deceased who were habitually supported by his or her labor, unless the Client provides proof that the non-compliance is due to force majeure as referred to in Article 75 of Book 6 of the Dutch Civil Code, or that the death of the contractor is attributable to a significant extent in part to intent or conscious recklessness on the part of the contractor or an employee of Unvolt.

4.
The Client shall at all times indemnify and hold Unvolt harmless against all claims brought against Unvolt due to the non-performance of the obligations referred to in this article which have the same purport as those laid down in Article 7a:1638x of the Dutch Civil Code with respect to the Client’s own employees.

Unvolt is authorized, but not obliged, to transfer its claims in this regard to the directly interested party(ies) or to assert them against the Client, also on behalf of Unvolt.

Article 11. Payment and consequences of non-payment

1.
The Client is obliged to pay every invoice submitted by Unvolt for the execution of an ongoing project within 14 days of the invoice date, unless expressly agreed otherwise in writing between the Client and Unvolt. An invoice will be drawn up and sent for those projects that cross the year end. Payment thereof will be offset against commission still to be received at the end of the project.

2.
The Client is expressly not entitled to set off outstanding invoices against any claim whatsoever against Unvolt, nor is the Client entitled to apply any discount, unless a payment discount has been offered, or to seize assets from itself to the detriment of Unvolt.

3.
Only payments made directly to Unvolt itself shall discharge the obligation. Payment to suppliers of Unvolt, insofar as the delivered goods relate to the execution of the project, and to employees of Unvolt, the contractors, is not permitted and is not binding upon Unvolt. Such a payment or advance payment can never constitute grounds for a discharge payment or set-off.

4.
If the Client fails to pay within the period specified in paragraph 1 of this article, the Client shall be deemed to be in default by operation of law, and Unvolt shall be entitled, without any demand or further notice of default being required, to compensation in the form of interest equal to the statutory commercial interest from the date on which the invoice should have been paid at the latest. In addition, Unvolt is entitled to charge the Client all extrajudicial and judicial costs (even if exceeding the customarily applied liquidation rate) incurred or to be incurred by Unvolt in order to claim performance, dissolution, or damages pursuant to the agreement from the Client, whether or not through legal proceedings, or to defend itself against claims made by the Client, unless in the latter case, as evidenced by a final and binding judicial decision, the defense by Unvolt was unjustified. If the outstanding invoices remain unpaid 60 days after the invoice date, Unvolt is entitled to also issue the final invoice and to consider the project as unilaterally terminated by the Client.

5.
Extrajudicial costs shall be due from the Client in any event that Unvolt has secured the assistance of third parties for legal assistance, including the collection of amounts due to Unvolt. Without prejudice to any further rights and claims, extrajudicial costs shall in any event amount to at least 25% of the amount due, or of the amount for which Unvolt holds the Client liable, or for which the Client holds Unvolt liable, with a minimum of EUR 1,500.

6.
Payments by the Client shall be processed in accordance with Article 44 of Book 6 of the Dutch Civil Code; consequently, payments shall first be applied to the costs referred to in the preceding paragraphs, subsequently to the accrued interest also referred to above, and finally to the principal amount due and the current interest.

7.
If the Client is in default with any payment to Unvolt, Unvolt has the right to suspend the further execution of the agreement and any other agreements concluded with the Client, whether or not within the framework of projects, and to dissolve them, insofar as they have not yet been executed, by means of a declaration to that effect, expressly without prejudice to Unvolt’s right to compensation for damages in respect of this dissolution, in particular for costs of downtime on the project, lost profits, and uncompensated or already compensated (un)compensated expenses.

8.
a. If additional work is required, whether or not at the request of the Client, the Client shall be obliged to compensate for this additional work in accordance with these general terms and conditions and within the stipulated payment term. Unvolt will have a separate agreement drawn up for this purpose before the additional work commences.

b. If, at the express request of the Client, less work needs to be performed than initially agreed upon when concluding the project agreement, Unvolt shall be obliged to offset this reduced work against the Client if the reduced work is ultimately estimated at at least 10% of the agreed project fee.

c. If, in the case of a financing application, additional financing is obtained with the amount provided by the investor and/or financier, Unvolt shall also receive the agreed commission fee on the additional financing as well as on further financing from the first investor. If a prospective investment leads to a (partial) acquisition of the relevant company, Unvolt shall also receive the agreed commission fee thereon. If the investor or financier pays out the agreed investment or financing amount in installments, Unvolt shall nevertheless receive the full commission fee upon the first payment by either party.

d. If the (former) client and the financier, investor, and/or investor subsequently realize a transaction together at a later stage (including other transactions—arbitrary and deviating from the earlier assignment), Unvolt, which established the original contact, shall still receive the previously agreed commission fee, or 1.25% on any subsequent financing.

9.
If, within 14 days of receipt of a suitable financing offer, the Client fails to make use of this offer for any reason or condition whatsoever, Unvolt is entitled to invoice the hours worked in advance, which the Client shall pay within the stipulated period.
If the financing offer is subsequently utilized, the hours worked will be offset against the commission fee due to Unvolt, also known as the success fee.
If the Client causes the financing offer to lapse through its own fault (for example, by making interim changes to the application or a change of an authorized signatory or guarantor), Unvolt is also entitled to invoice the hours worked, which may subsequently be offset against the commission fee, also known as the success fee.
Payment of the hours worked does not in any way release the Client from the agreed commission fee.

10.
Complaints do not suspend the Client’s payment obligations towards Unvolt. Complaints regarding the invoice must be submitted to Unvolt in writing only, substantiated, and signed, within 8 days of the invoice being sent. Complaints submitted after the expiry of this period will no longer be processed by Unvolt. In such a situation, the Client has forfeited his rights.

Article 12. Confidentiality

1.
Both during the execution of the project by Unvolt and thereafter, the Client undertakes to ensure absolute confidentiality regarding the activities of Unvolt and its contractor(s) and employee(s) of Unvolt, of which the Client knows, or ought to know, that disclosure to third parties (may) be detrimental to Unvolt and its contractor(s).

2.
Unvolt undertakes, during the project—unless a silence extension has been agreed—to ensure that neither it nor any of its employees make any statements to other parties regarding the Client’s business that Unvolt and its employees know, or ought to know, are (or could be) detrimental to the Client’s business. The provisions of this paragraph expressly do not apply to former employees of Unvolt. The Client is entitled to enter into an additional confidentiality agreement with Unvolt’s contractors. In that case, the Client is obliged to inform Unvolt in writing of this confidentiality agreement between the contractor, an employee of Unvolt, and the Client.

3.
Upon termination of the project, Unvolt is entitled to reclaim all materials, documents, and objects belonging to it if return does not take place at the initiative of the Client. As a consequence of the foregoing in this paragraph, Unvolt is expressly entitled to claim full compensation if the Client, after written notification from Unvolt, continues to refuse to return the materials, documents, and objects belonging to Unvolt.

4.
All intellectual and/or industrial property rights regarding inventions, improvements to processes, manufacturing processes, and procedures of products and services of the Client, realized by the contractor, an employee of Unvolt, in the exercise of his/her professional activities for the execution of the project, belong exclusively to Unvolt, or shall belong exclusively to Unvolt.

Article 13. Prohibition on the employment of the contractor by the client

1.
The Client is prohibited from making an employee of Unvolt, who is charged as a project manager with the execution of a project, available to third parties except with the express written permission of Unvolt.
2.
The Client is also prohibited from deploying an employee of Unvolt outside the Netherlands or to a project originating there. Given the hierarchical relationship between the project manager and Unvolt, only Unvolt, in consultation with the project manager, is authorized to make such a decision. Unvolt is entitled to attach any permission granted to additional conditions and to withdraw this permission at any time, particularly for the protection of the project manager, in which case Unvolt will ensure the immediate repatriation of the project manager. Unvolt is entitled to charge the costs associated with this to the Client.

Article 14. Termination and modification of the assignment by the Client

We would like to point out that in the event of (interim) termination, suspension, and/or modification of the agreed assignment on your part, regardless of the type of assignment, or the (partial) securing of the necessary financing yourself which has financial consequences for Unvolt, or the failure to provide the requested and necessary information (in a timely manner) or the failure to make a decision, all hours spent by Unvolt on you or your company (including the project) will be charged at an hourly rate of € 185.00 per hour (excl. VAT) and 5% office costs, with a minimum of € 7,500.00. 

Naturally, this will only include the hours spent on your assignment after confirmation of the assignment. If a request for information or a decision that could reasonably have been fulfilled is not complied with three times, this will be considered untimely and the assignment will be provisionally closed. The hours worked will be settled in the interim. This also applies to a commission assignment.

If a second project is started by the client, project 1 must first be fully financially completed and all associated invoices paid.
Assignments may only be terminated with the permission of Unvolt and by means of a signature by both parties.

Article 15. Failure to follow advice by the client

We would like to point out that in the event of failure to follow Unvolt’s advice, resulting in no capital being obtained or the likelihood thereof being severely diminished—which also has direct financial consequences for Unvolt—Unvolt is unilaterally entitled to terminate the assignment. Furthermore, all hours spent by Unvolt on you or your company (including the project) will be charged at an hourly rate of €185 per hour (excl. VAT) plus 5% office costs, with a minimum of €7,500.

Article 16. Reduced creditworthiness of the client

Should Unvolt receive indications or information during the term of the assignment entrusted to it regarding the insufficient creditworthiness of the client, or knowingly provided incorrect information or matters that could damage Unvolt’s reputation, it has the right to terminate the assignment, without prejudice to the client’s obligation to pay for the work already performed by Unvolt. In the case of a commission assignment, the hours worked will be charged at a rate of € 185.00 per hour (excl. VAT). In cases where creditworthiness warrants it, Unvolt will always enter into an agreement with the highest corporate relationship, or with the Entrepreneur as a private individual.

Article 17. Applicable law and competent court

All offers and agreements governed by these terms and conditions shall be exclusively governed by Dutch law relating to the Kingdom of the Netherlands in Europe. All disputes relating to or arising from the agreement concluded with Unvolt or the quotations issued shall be brought exclusively before the competent Dutch court in a sub-district court or District Court to be determined later, except insofar as any mandatory provision applicable in the Netherlands expressly provides otherwise. However, Unvolt is at all times entitled, where appropriate, to bring the matter before the competent court of the Client’s place of residence, in particular regarding the collection of claims.