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    GENERAL TERMS AND CONDITIONS 100digitaal B.V.
    Version dated July 2020
    
    Article 1. Definitions
    1.1 When these General Terms and Conditions speak of one of the bold words, the following definition is assigned to them:
    Subscription: The monthly renewed agreement with regard to the Administrative Services, as further defined in Article C 3.1;
    Terms and Conditions: this document;
    Client: the customer for Services offered on the Websites referred to below
    Service: The services offered on the Website by 100digitaal and / or the Partners, as further defined in Article 1.5;
    100DIGITAAL: The private limited liability company 100DIGITAAL B.V., with its registered office in Bergen (1861MK) at Nesdijk 20, registered in the Trade Register of the Chamber of Commerce under number XXXXXX;
    Partner: One or more of 100digital's executive partners
    Websites: The website of 100DIGITAAL, namely: www.100digitaal.nl, 100bouw.nl, 100zorg.nl etc.
    Counterparty: Customer of a Service of 100DIGITAAL, specifically in the context of Administrative Services in section C.
    1.2 Unless the General Terms and Conditions expressly provide otherwise, the following applies to the interpretation of the articles listed below:
    a. a reference in these General Terms and Conditions to an “Annex” or an “Article” counts as an annex or an Article of the General Conditions;
    b. a reference to a person is a reference to a natural person, partnership or legal person;
    c. the singular is deemed to include also the plural and vice versa and a reference to a masculine form is deemed to include and reference to a feminine form and vice versa;
    d. the salutation, heading and numbering of Articles and / or Appendices (or parts thereof) in or to the General Terms and Conditions are only included to facilitate use and do not affect the interpretation thereof;
    e. the Appendices are inextricably linked to and form part of the General Terms and Conditions. A reference to the General Terms and Conditions therefore also includes a reference to these Appendices;
    f. a reference to “subsidiaries”, “group companies” or “participations” is considered a reference to subsidiaries, group companies or participations as referred to in Article 2: 24a of the Dutch Civil Code, Article 2: 24b of the Dutch Civil Code and 2: 24c of the Dutch Civil Code; and
    g. the words "including" and words having the same meaning mean "including but not limited to".
    1.3 The Client can purchase 100DIGITAAL via the Websites Services.
    1.4 The Services are performed by 100DIGITAAL or by one or more Partners. The Client indemnifies 100DIGITAAL from any liability when a Partner undertakes the performance of the Service.
    1.5 The Client can choose from various products Administrative Services or Accounting as a Service.
    1.6 The conditions under which the Service is provided depend on the type of Service. These conditions are specified in more detail below under letters A to B.
    
    Administrative services
    Article C 1 General
    C 1.1 The Articles starting with a C in the General Terms and Conditions apply to all agreements with regard to a Subscription concluded by 100DIGITAAL with customers (hereinafter: “Other Party”), as well as in general to the others by 100DIGITAAL or by third parties. Administrative Services provided on behalf of 100DIGITAAL for the Other Party.
    C 1.2 Notifications by e-mail or by other electronic means are deemed to have been received on the day of dispatch, subject to proof to the contrary.
    C 1.3 Conditions used by the Other Party only apply if it has been expressly agreed in writing that those conditions, with the exclusion of these conditions, will apply to the agreement between the parties. A single reference by the Other Party to its own conditions or a standard clause on the letterhead or in the Other Party's own conditions with the content of the exclusivity of this own operation is expressly rejected and therefore does not lead to applicability to the agreement.
    C 1.4 If deviating stipulations have been agreed with regard to certain subjects regulated by these conditions, the present conditions will remain in force for the rest of that agreement. Agreed deviations, unless otherwise agreed, only apply to one agreement.
    C 1.5 If any provision of these terms and conditions is (wholly or partially) void (d) at any time, the other provisions will remain fully applicable. Parties will then in consultation agree on new provisions to replace the (void) void (d) e, taking into account as much purpose and scope of the original provision as possible.
    Article C 2 Quotations, offers
    C 2.1 Offers and quotations of 100DIGITAAL are always without obligation. The Subscriptions listed on the website are only concluded after 100DIGITAAL has assessed the application form and on the basis thereof is prepared to enter into an agreement containing a Subscription with the Other Party.
    100DIGITAAL cannot be held to its offers if the Other Party must reasonably be able to understand that the offer, or any part thereof, contains an obvious mistake or clerical error.
    C 2.2 If the acceptance (whether or not on minor points) deviates from the offer included in the offer or quotation, 100DIGITAAL is not bound by it, unless it explicitly accepts this in writing (including e-mail).
    Article C 3 Agreement, Contents
    C 3.1 Unless stated otherwise, the agreement between 100DIGITAAL and the Other Party includes a subscription for the performance of accounting or administrative work as described on the Website (referred to in these General Terms and Conditions: “the Subscription”).
    C 3.2 The Subscription Fee is calculated annually and depends on the company size of the Other Party. 100DIGITAAL reserves the right to increase the Subscription Fee if the Other Party's size gives cause to do so, in accordance with the packages offered on the Website and in the offer.
    C 3.3 Under the Subscription, the Other Party is entitled to the provisions of paragraph 1
    referred to in the aforementioned services, as well as to the unlimited setting of e-mail
    ask 100DIGITAAL about the work in question and send it by e-mail
    submit assessment of documents to 100DIGITAAL.
    Article C 4 Cancellation, interruption and delay
    C 4.1 If the execution of the Administrative Services is delayed or
    interrupted while this cannot be attributed to 100DIGITAL, the
    costs incurred and to be charged up to that moment
    fee by the Other Party to 100DIGITAAL, without right of setoff or
    suspension, reimbursed.
    C 4.2 The other party is only entitled to the Subscription, stating
    reasons in writing before a start of execution
    made if the damage caused by this for 100DIGITAL (including
    reserved labor capacity and preparatory work)
    compensate. Cancellation of the Subscription only binds 100DIGITAAL after it
    written acceptance.
    Article C 5 Price and price changes
    C 5.1 All prices stated are exclusive of any in the context of the
    costs to be made, including travel and accommodation costs
    and sales tax (VAT) and other government levies,
    unless otherwise agreed. If there is no fixed fee
    agreed, the compensation is determined on the basis of the actual
    spent hours.
    C 5.2 The price 100DIGITAL for the Administrative Services to be provided by it
    only applies to the performance in accordance with the
    agreed specifications. 100DIGITAAL is entitled to the agreed
    increase the price if, after the agreement has been concluded,
    unforeseen additional work or increase in costs associated
    with the execution of the agreement or as a result of laws or regulations
    must be made.
    Article C 6 Agreement; duration, suspension and termination
    C 6.1 The Subscription, as well as any other agreement between 100DIGITAAL and the Other Party, is entered into for an indefinite period of time, unless the (nature of the) agreement dictates otherwise.
    C 6.2 The Subscription can only be canceled during the first year towards the end of the first year. After the first year, the Subscription can be canceled with due observance of the one-month period, on the first day of the following calendar month.
    C 6.3 If a Party is liquidated, has applied for or has been granted a moratorium, has been declared bankrupt or has filed for bankruptcy or if the debt rescheduling of natural persons Act has been declared applicable to a party, the other Party has the right terminate the Subscription, subject to rights, immediately.
    C 6.4 If the Other Party does not strictly meet any obligation or has provided incorrect information or has withheld data, 100DIGITAAL is entitled to suspend the fulfillment of all obligations towards the Other Party or to dissolve the Subscription in whole or in part, without prior notice of default and / or or judicial intervention is required, while retaining 100DIGITAAL's right to claim damages. All that the Other Party owes at that time to 100DIGITAAL will become immediately due and payable.
    C 6.5 100DIGITAAL is authorized to suspend the fulfillment of its obligations or to dissolve the Subscription if:
    i The other party does not, not fully or timely fulfill the (payment) obligations from the Subscription;
    ii after taking out the Subscription it appears that there are circumstances that give good reason to fear that the Other Party will not (correctly) fulfill the obligations under the Subscription;
    iii The Other Party does not (correctly) provide the security required when concluding the Subscription; or
    iv due to delay at the Counterparty, it can no longer be required of 100DIGITAAL to fulfill the obligations from the Subscription under the originally agreed conditions.
    C 6.6 100DIGITAAL is authorized to suspend the delivery of documents or other items to the Other Party or third parties, until all due and payable claims have been paid in full.
    C 6.7 If the Subscription is dissolved, the claims of 100DIGITAAL are immediately due and payable.
    Article C 7 Term and method of implementation of the Administrative Services
    C 7.1 The other party is obliged to fully cooperate and to provide 100DIGITAAL all necessary information in a timely manner.
    C 7.2 The execution of the Administrative Services will take place within the usual scheduled or agreed time. A specified or agreed term of execution is indicative and is not a deadline. 100DIGITAAL is also in default, even with a possible agreed term, after the Other Party has notified it of default and must then first be given the opportunity to restore or improve its performance. If the Counterparty submits a request for advice to 100DIGITAAL via the Website or by e-mail, 100DIGITAAL will contact the Counterparty within two working days.
    C 7.3 If during the performance of an Administrative Service it appears that as a result of circumstances unknown to 100DIGITAAL or due to force majeure, the Administrative Service is not feasible, 100DIGITAAL has the right to change the Subscription in such a way that its implementation becomes possible. The costs incurred as a result of such a change will be settled between the parties.
    C 7.4 100DIGITAAL is entitled to have the Subscription or parts thereof executed by third parties and, subject to deviating agreements, acts as the authorized representative of the Other Party or client. 100DIGITAAL is authorized to accept any limitations of liability of third parties on behalf of the Other Party. If the assignment is extended (during or after the performance of the agreed work), the present terms and conditions also apply in full.
    Article C 8 Confidentiality and exclusivity
    C 8.1 100DIGITAAL is bound to secrecy towards third parties who are not involved in the performance of the Administrative Services. This confidentiality does not apply insofar as legal or professional rules, including but not limited to the notification obligation arising from the Money Laundering and Terrorist Financing Prevention Act and other national or international regulations with a similar purpose, impose an information obligation 100DIGITAAL, or insofar as the Other Party 100DIGITAAL of the duty of confidentiality. This provision does not prevent confidential peer consultation within the organization of 100DIGITAAL or with the third parties that cooperate with it, insofar as this is necessary for the careful implementation of the agreement or for careful compliance with legal or professional obligations.
    C 8.2 100DIGITAAL is entitled to use the numerical results obtained after processing, provided that these results cannot be traced back to individual Counterparties, for statistical or comparative purposes.
    Article C 9 Objections
    C 9.1 The other party is obliged to investigate expeditiously after carrying out the work whether 100DIGITAAL has properly performed the Administrative Services. Objections must be lodged within 14 days after the completion of the work by means of a written statement that is specified in such a way that 100DIGITAAL can act adequately on this basis, failing which the fulfillment of the obligations under the Subscription between the parties is deemed to be valid.
    C 9.2 100DIGITAAL is always entitled to replace a new defective performance with a previous defective one, unless the default cannot be repaired.
    Article C 10 Payment
    C 10.1 Payment for the Administrative Services is payable in advance for each month, to be paid within 14 days of the invoice date, without any right to discount, set-off or suspension. In the event of late payment, the Other Party will immediately be in default by operation of law without notice of default being required, and the Other Party will not be entitled to the Administrative Agreements agreed under the Subscription.
    Services.
    C 10.2 In the event of late payment, the Other Party will owe an interest payment of 1% per month or part of a month or, if the statutory interest is higher, a compensation of this amount, as well as the full reimbursement of both extrajudicial and judicial collection costs, including included the costs for lawyers, bailiffs and collection agencies, which are set at at least 15% of the principal sum, plus the interest charged thereon, with a minimum of € 250.
    C 10.3 A complaint with regard to the Administrative Services or deliveries performed does not suspend the Other Party's payment obligation.
    Article C 11 Liability misunderstandings
    C 11.1 The Other Party bears the risk of misunderstandings with regard to the content and performance of the Subscription if these are caused by 100DIGITAAL not, incorrect, late or incomplete specifications or other information.
    Article C 12 Force majeure
    C 12.1 If 100DIGITAAL does not, not timely or properly fulfill the obligations under the Subscription as a result of a statutory or external, non-attributable cause, including illness or computer failure, the obligation to fulfill will be suspended until the time when compliance is possible, without default.
    In that case, the other party cannot claim compensation.
    C 12.2 100DIGITAAL will notify the Other Party of force majeure as soon as possible. The Other Party then has the right to terminate the Subscription in writing, with due observance of a period of one (1) month, without the right to compensation, whereby the Administrative Services performed up to that time by 100DIGITAAL must be reimbursed.
    Article C 13 Liability
    C 13.1 100DIGITAAL and / or the Partners are never liable for damage arising in connection with the performance of an Administrative Service, if such damage is the direct result of an act or omission by the Other Party itself (such as: not supplying figures on time, or supplying incorrect figures).
    C 13.2 100DIGITAAL and / or the Partners are never liable for indirect damage suffered by the Other Party, including, for example, trading loss, consequential loss, loss of profit, missed savings and damage due to business interruption. The foregoing suffers an exception in the case of intent or equivalent gross negligence on the part of 100DIGITAAL and / or the Partners.
    C 13.3 Any liability of 100DIGITAAL and / or the Partners for damage that has arisen in connection with the performance of an Administrative Service is at all times limited to the amount paid by the Other Party for that Administrative Service in the 2 months prior to the damage caused in connection with which the liability was made, with a maximum of € 500.00.
    Article C 14 Intellectual property
    C 14.1 100DIGITAAL reserves all rights with regard to products of the mind which it has (has) used or produced with regard to the Administrative Services, insofar as rights can exist or be established in a legal sense.
    C 14.2 The Other Party is not permitted to reproduce, disclose, exploit or make available to third parties (tools of) those products, including working methods, text material and advice, other than in the usual practice of the Other Party's business and after full payment to 100DIGITAAL.
    C 14.3 It is 100DIGITAAL allowed to use text and / or image information relating to a project in which it is (have been) involved in any way, for promotional purposes.
    Article C 15 Disputes, limitation period and applicable law
    C 15.1 A dispute is present as soon as a party declares that a dispute is present, is governed by Dutch law and submitted to the competent court in Amsterdam.
    C 15.2 The limitation period of all claims and defenses with regard to the execution of the agreement is, contrary to the statutory period, one (1) year, counting from the day of completion of the work.