Allgemeine Geschäftsordnung

1. Introduction
Trexco b.v. provides training, integration and implementation services for software products (“Services”). The particular Services shall be detailed in a statement of work (“SOW”) issued by Trexco b.v. to and signed by the Customer (“Customer”).

2. General Terms
The present Terms and Conditions shall apply to each and every offer, tender and agreement between Trexco b.v. and Customer, to which Trexco b.v. has declared the present Terms and Conditions applicable. This agreement is intended to be the complete agreement between the parties concerning the services to be performed, and may be modified only by writing signed by both parties. In the event that any provision of this agreement is found to be invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this agreement will remain in full force and effect.

3. Offers and Tenders
All offers shall be free of obligation unless the offer contains an acceptance term. Unless indicated otherwise, offers shall be valid for a period of thirty (30) days. Acceptance shall be confirmed in writing. Prices in offers and tenders shall be exclusive of VAT and other governmental levies. Offers and tenders shall not apply automatically to future assignments.

4. Intellectual Property
Neither party, by virtue of this General Terms and Conditions, shall gain any rights of ownership in copyrights, patents or other intellectual property of the other party. Trexco b.v. shall own all rights to all delivered services. Upon full payment to Trexco b.v. of all sums due for the Services, Customer is granted a non-exclusive, non-transferable license to use for internal purposes only, any material delivered by Trexco b.v. or other result of Services provided to Customer hereunder.

5. Fees, Expenses and Taxes
The fee specified in the SOW is based on an eight (8) hour workday during regular office hours. Excess time will be charged at the hourly rate. Spent time will be measured in quarter hours. Unless otherwise stated in the SOW, payment is due within thirty (30) days of the invoice date and all payments are due in euros. All prices specified are exclusive of VAT which shall be added and shall be payable by the Customer. Overdue payments bear interest at the rate of 4% per month, or if lower, the highest rate allowed by law. Trexco b.v. may suspend work if payments are overdue. Unless otherwise stated in the SOW, Customer agrees to pay, in addition to hourly fees, reasonable expenses including travel and lodging. In such cases, receipts of these costs will be provided by Trexco b.v. to the Customer.

6. Service Policies
Services are performed on a time and material basis, based on an eight (8) hour day. The minimum chargeable time is four (4) hours. Hour excess of eight (8) hours on a business day will be charged on hourly basis pro rata to the daily rate. Hours for required international, weekend or Dutch public holiday travel is billed at before agreed rates. Hotel accommodations are business class and airline or train tickets are refundable economy class. If the Customer cancels the engagement less than five (5) business days prior to its scheduled commencement date, Customer will pay Trexco b.v. fifty percent (50%) of the estimated Services fees plus non-recoverable expenses. If the Customer cancels the engagement less than two (2) business days prior to its scheduled commencement date, Customer will pay Trexco b.v. one hundred percent (100%) of the estimated Services fees plus non-recoverable expenses. Such fees shall be waived if Trexco b.v. is able to reassign the Services staff to another billable engagement prior to the scheduled commencement date.

7. Changes and Termination
Trexco b.v. is not obligated to undertake any work not specified in the SOW. The SOW will terminate when the assignment is fulfilled or when either party terminates the SOW after a written announcement and notice period of ten (10) days.

8. Dependencies / Cooperation
For a successful realization of the assignment, Customer needs to provide Trexco b.v. with all reasonably required personnel, information, data, software and hardware resources and other facilities. If parties have agreed that the assignment will be executed in stages, Trexco b.v. can suspend the execution of parts belonging to a following stage until Customer has approved the results of the stage before.

9. Nondisclosure / Confidentiality
“Confidential Information” shall mean all tangible, oral and visual information (i) that is designated as “proprietary” or “confidential” or by similar words by the disclosing party at the time of disclosure and which if tangible is marked as such in writing and if oral or visual is confirmed as such by the disclosing party in a writing delivered to the receiving party within fifteen (15) days of disclosure, or (ii) which the receiving party should have considered to be confidential under the circumstances surrounding disclosure. Each party agrees it will not disclose any such Confidential Information of the other party to any other party for a period of three (3) years following the date of disclosure. Each party takes precautions, at least as great as the precautions it takes to protect its own confidential information of a similar nature, which shall be at least reasonable, to prevent disclosure to any third party. Confidential information shall not include any information that:
– was previously known to the receiving party
– is received from a third party without similar restriction of confidentiality
– is or becomes publicly available by any means other than unauthorized disclosure hereunder
– is independently developed by the receiving party without the use of the other party’s Confidential Information.
– is approved for release by written authorization of the disclosing party

10. Staffing
The parties are and shall act as independent contractors. Neither party shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party. Trexco b.v. shall assign appropriately qualified staff, to perform the services which may include staff provided by an Affiliate of Trexco b.v.

11. Warranty and Disclaimer
Trexco b.v. hereby warrants that the Services will be performed in a professional and workmanlike manner. For any breach of this warranty, Customer’s sole and exclusive remedy, and Trexco b.v.’s entire liability shall be the re-performance of the non-conforming services. Trexco b.v.’s liability for damages from any claim or cause of action whatsoever relating to this agreement shall be limited to the amount paid by Customer for the Services of the applicable year. Trexco b.v. shall not be liable for any special, indirect, incidental or consequential damages, including but not limited to loss of profits or loss of anticipated profits, loss of or damage to records of data, cost of procurement of substitute goods, services or technology, or any matter beyond its reasonable control. Trexco b.v. shall only have liability for such breaches of warranty if Customer provides written notice of the breach to Trexco b.v. within thirty (30) days of the performance of the applicable services.

12. Force Majeure
Parties shall not be held responsible to fulfil any of their obligations if they are hindered by a major circumstance which is no fault of their own and which cannot be attributed to either party by virtue of law, a legal action or generally accepted practice.

13. Applicable Law
Dutch law shall apply to each agreement. Any disputes will be settled by the court of Utrecht.

14. Changes
Current General Terms and Conditions are subject to change. The most recent version is available upon request, filed at the Chamber of Commerce.