We do what we agree

General terms and conditions OFC Group BV

Definitions

In these general terms and conditions, which replace previous terms and conditions, the following definitions apply:

Client: the natural or legal person who has given the contractor an assignment to perform work.

work.

Contractor: OFC Group BV hereinafter referred to as OFC.

Virtual Services: The services under the trade name Topichosting have separate general terms and conditions.

1. Applicability

1.1. These general terms and conditions apply in their entirety to any order granted to OFC unless

deviated from in writing by mutual agreement between the parties. The amended terms and conditions shall be deemed to

accepted if the client has not objected to the amended terms and conditions within 14 days after the amended terms and conditions have been

made known to him, has not objected to the amended terms and conditions.

1.2. The applicability of any other general terms and conditions is hereby expressly excluded.

2. Assignment

2.1. Assignments are accepted exclusively by OFC. This also applies if it is the explicit or tacit intention of the

intention of the client that the assignment will be performed by a specific person. The applicability

of articles 7:404 BW, 7:407 BW and 7:409 BW is hereby expressly excluded.

2.2. The client indemnifies OFC and its auxiliary persons against claims from third parties who claim to have

The client indemnifies OFC and its auxiliary persons against claims from third parties who claim to have suffered damages due to or in connection with work performed by OFC on behalf of the client as well as against

against the costs incurred by OFC in connection with defending such claims.

2.3 The assignment accepted is a best-efforts obligation.

3. Fee and disbursements

3.1. The costs of execution of the assignment by OFC shall include the actual fee, the so-called disbursements

including travel expenses and mediation exclusive of VAT.

3.2. Unless expressly agreed otherwise between the parties or unless the nature of the assignment dictates otherwise, the

fee shall be determined on the basis of the time spent and the hourly rate applicable to the assignment in question. No credit

no credit aggregation applied to ongoing contracts or projects. Additional hours will be charged.

3.3. The hourly rate will be determined based on the base hourly rate to be established periodically by OFC, which rate will be

multiplied by a factor that depends on the experience and specialism of the person who actually

perform the assignment, the importance and degree of urgency involved in the assignment.

3.4. Unless expressly agreed otherwise, OFC is authorized, also during the term of the order, in view of the

aforementioned clause 3.3, to change the aforementioned basic hourly rate if the assignment becomes more comprehensive

becomes more comprehensive than originally agreed upon.

3.5. Disbursements consist of the actual costs incurred in the context of the assignment by OFC on behalf of

the client. Disbursements arising from a specific assignment at OFC's offices will be calculated at a

calculated at a flat rate of 10% of the fee.

4. Payment

4.1. Unless the nature of the service provision dictates otherwise and unless otherwise agreed, invoices are to be

weekly invoices, at the discretion of OFC.

4.2. Payment of OFC's invoices must be made, without suspension or set-off, within 15 days of the invoice date unless another payment term has been agreed in writing.

invoice date unless another payment term has been agreed in writing. If payment is not made within this period

client shall be in default and the client shall be liable for payment of the statutory interest as

referred to in Section 6:119a of the Dutch Civil Code, as well as for all costs incurred by OFC in connection with collection.

4.3. If an invoice is not paid within the term of payment, OFC may, after having informed that client

If an invoice is not paid within the term of payment, OFC may, after having notified that client, suspend its activities for the client in question

suspend or, at OFC's discretion, if necessary, terminate its activities on behalf of the client in question. OFC shall not be liable for any damage that may occur

OFC is not liable for any damage that may arise as a result of this measure.

4.4. In the event of an assignment given jointly, clients are, insofar as the work is performed for the benefit of the joint clients, each jointly and severally liable.

In the event of an assignment given jointly, clients are each jointly and severally liable vis-à-vis the contractor for payment of the invoice amount, interest and

invoice amount, interest and collection or other costs. If the contractor performs work for clients belonging to a group or

group or joint venture, all clients belonging to that group or joint venture shall be jointly and severally liable to OFC

OFC for the payment of each other's invoice amounts, interest and (collection) costs.

4.5. The fiscal year shall be equal to the calendar year.

5. Deposit

OFC may, if there is reason to do so in view of the nature of the case, require a deposit from the client before the assigned work is performed.

demand a deposit from the client before commencing the assigned work. A deposit will be settled at the end of the

of the order by OFC in accordance with article 3.2.

6. Liability

6.1. OFC will perform its work to the best of its ability, exercising the care that may be expected of the

OFC shall perform its work to the best of its ability, exercising the care that may be expected of the Contractor under the given circumstances. If an error is made because the client has

incorrect or incomplete information provided to it, OFC shall not be liable for any resulting damage. If

client demonstrates that it has suffered damage due to an error made by OFC which would have been avoided if OFC had acted with due care, OFC shall

liable for that damage only up to a maximum of that specific order, with a maximum of 50% of the

entire sum, unless there is intent or gross negligence on the part of OFC.

6.2. OFC shall under no circumstances be liable for indirect damage, including stagnation in the regular course of business in the client's company.

business of the client's company, which is in any way related to, or caused by, an error in the performance of the work.

fault in the performance of the work by OFC.

6.3. OFC shall at all times be entitled, if and to the extent possible, to undo or limit the client's damage, whereby the client shall

OFC shall at all times be entitled, if and to the extent possible, to remedy or limit the client's damage, whereby the client undertakes to provide all possible cooperation.

6.4. OFC shall not be liable for damage to or destruction of records in transit or during shipment by

mail, regardless of whether the transportation or mailing is done by or on behalf of client, contractor or third parties.

6.5. Client is undisputedly entirely responsible for a proper backup of all its actual (digital) data.

6.6. Employees of OFC are not authorized in any way on behalf of the contractor to assume liability of

contractor for the damages referred to in this article.

6.7. OFC is entitled to engage third parties in the execution of the order. The choice of the third parties to be engaged by OFC

third parties will, where possible and reasonably appropriate, be made in consultation with the client and with

with due care. OFC is not liable for shortcomings of these third parties, barring

intent or gross negligence of OFC.

7. Archiving

Except insofar as the law or specific regulations of the profession dictate otherwise, the documents

or produced documents (digital) belonging to the assignment will be kept and handed over to the client on request.

be handed over at the client's request.

8. Complaint - complaint handling

A complaint regarding the work carried out and/or the invoice amount must be submitted

in writing within fourteen days of the date of dispatch of the invoice, the documents or the information about which the client is complaining, or within fourteen days of the date of dispatch of the invoice.

complaint, or within fourteen days after the discovery of the defect, provided the Client can demonstrate that it could not reasonably have discovered the defect earlier.

be made known to the Contractor within fourteen days after the date of dispatch of the invoice, or within fourteen days after discovery of the defect, provided the Customer demonstrates that he could not reasonably have discovered the defect earlier, on penalty of the

legal action. A complaint as referred to in paragraph 1 shall not suspend the Client's payment obligation.

Complaints will be settled in the first instance between client and OFC provided these general terms and conditions do not provide for this.

If necessary, an OFC Complaints Committee will be formed of 3 independent and impartial members including a

member of OFC management and two members nominated by OFC. The final settlement will be binding.

9. Applicable law / competent court

9.1. The legal relationship between OFC and its clients is governed by Dutch law.

9.2. The Dutch courts shall have jurisdiction to hear any dispute between OFC and a client.

9.3. OFC has its registered office in Amersfoort and is registered in the Trade Register under number 32080872. These

These general terms and conditions have been filed at the Chamber of Commerce Gooi- en Eemland and are also posted on OFC's websites..