GENERAL TERMS AND CONDITIONS (ver 3.0) - HART 4 TECHNOLOGY B.V.

ARTICLE 1. | DEFINITIONS

In these general terms and conditions, the following terms, always capitalized, are used in the following meanings.

1. Hart4Technology: Hart 4 Technology B.V., the user of these general terms and conditions, also acting under the trade names “Hart 4 Technology B.V.”, “Hart 4 Security B.V.” and “Hart 4 Living B.V.”, established at Kiefteweg 6, 7151HT Eibergen, registered in the Commercial Register under Chamber of Commerce number 97563064.
2. Counterparty: every natural person or legal entity with whom Hart4Technology has concluded or intends to conclude an Agreement.
3. Consumer: a Counterparty, natural person, not acting in the exercise of a profession or business.
4. Parties: Hart4Technology and the Counterparty jointly.
5. Agreement: any agreement entered into between the Parties under which Hart4Technology has committed itself to the Counterparty for the supply of Products, Software and/or the provision of Services.
6. Distance Agreement: an Agreement concluded between Hart4Technology and a Consumer within the framework of an organised system for distance selling without the simultaneous personal presence of Hart4Technology and the Consumer and whereby, up to and including the moment of conclusion of the Agreement, only one or more means of distance communication are used, such as in the case of a consumer purchase concluded via the Hart4Technology web shop. An Agreement is therefore not a Distance Agreement if Hart4Technology did not use an organised distance selling system, for example if the Consumer finds the contact details of Hart4Technology on the internet or in a telephone directory and places an order by telephone.
7. Products: the items to be delivered by Hart4Technology to the Counterparty under the Agreement, which may include hardware and/or other items.
8. Software: the software to be delivered by Hart4Technology to the Counterparty under the Agreement, whether or not on a tangible data carrier (Product).
9. Services/Service Provision: the services to be provided in the context of the Agreement on behalf of the Counterparty, whether or not for the benefit of a third party, may include, but are not limited to, the installation of crypto modules, providing training and courses, consultancy, advisory services and assembly work (replacement of hard drives in desktops and laptops).
10. Written: communication in writing, communication by email or any other means of communication that, considering the state of the art and prevailing views in society, can be equated with it.

ARTICLE 2. | GENERAL PROVISIONS

1. These general terms and conditions apply to every offer from Hart4Technology and every Agreement concluded.
2. These general terms and conditions also apply to Agreements for the performance of which third parties are engaged by Hart4Technology.
3. The applicability of any general terms and conditions of the Counterparty, regardless of their designation, is expressly rejected.
4. The provisions of these general terms and conditions may only be deviated from explicitly and in Writing. If and insofar as what the Parties have explicitly and in Writing agreed deviates from the provisions of these general terms and conditions, what the Parties have agreed explicitly and in Writing shall prevail.
5. The nullification or invalidity of one or more provisions of these general terms and conditions or the Agreement as such does not affect the validity of the remaining provisions. In such event, the Parties are obliged to enter into consultations with each other to make a replacement arrangement concerning the affected provision. In so doing, the aim and purpose of the original provision shall be observed as much as possible.

ARTICLE 3. | OFFER AND CONCLUSION OF AGREEMENTS

1. Without prejudice to the provisions of the remainder of this Article, the Consumer may dissolve a Distance Agreement up to 14 days after receipt of the Products or Software, without giving reasons.
2. The Consumer has no right of withdrawal in case of
   a.) a consumer purchase relating to:
   1. the supply of Products manufactured according to the Consumer's specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision by the Consumer, or which are clearly intended for a specific person;
   2. the supply of Products which, by their nature, have been irrevocably mixed with other items after delivery;
   3. the supply of audio and video recordings and Software, the seal of which has been broken after delivery.
   
   b.) the supply of Software or other digital content not supplied on a tangible medium, insofar as performance has begun with the explicit prior consent of the Consumer and the Consumer has stated that he thereby waives his right of withdrawal;
   c.) a Distance Agreement for which the right of withdrawal is otherwise excluded pursuant to Section 6.5.2B of the Dutch Civil Code.
3. The Consumer may dissolve the Distance Agreement by making a request to Hart4Technology by email or by using the model withdrawal form provided by Hart4Technology. As soon as Hart4Technology has been informed of the Consumer's intention to dissolve the Distance Agreement, and if the conditions of this Article have been met, Hart4Technology will confirm the dissolution of the Distance Agreement by email.
4. During the period referred to in paragraph 1, the Consumer must handle the relevant Products and their packaging with care. The Consumer may only unpack and use the Products to the extent necessary to assess the nature and characteristics of the Products. The basic principle here is that the Consumer may only handle and inspect the Products as he would be allowed to do in a physical store.
5. If the Consumer exercises the right of withdrawal, he shall return the Products to Hart4Technology undamaged, with all delivered accessories, and in the original state and packaging.
6. The Consumer is liable for depreciation of the Products resulting from handling the Products in a way that goes beyond what is permitted under paragraph 4. Hart4Technology is entitled to charge this depreciation to the Consumer, whether by setting it off against any payment already received from the Consumer.
7. The return of the Products must take place within fourteen days after the Consumer has dissolved the Distance Agreement in accordance with paragraph 3.
8. If the Consumer exercises the right of withdrawal, the cost of returning the Products is for the Consumer's account.
9. Hart4Technology will refund any payment already received from the Consumer, minus any depreciation as referred to in paragraph 6, as soon as possible, but at the latest within fourteen days of dissolution of the Distance Agreement, provided the Products have been received back by Hart4Technology or the Consumer has demonstrated that the Products have actually been returned. If the right of withdrawal is exercised with regard only to part of the order, any delivery costs initially paid by the Consumer will not be refunded. Furthermore, Hart4Technology is not obliged to refund any additional costs if the Consumer has explicitly chosen a method of delivery other than the least expensive standard delivery offered by Hart4Technology.

ARTICLE 5. | CANCELLATION OF THE AGREEMENT BY THE COUNTERPARTY OTHER THAN PURSUANT TO ARTICLE 4

1. The provisions of this article are without prejudice to the provisions of Article 4.
2. If the Counterparty cancels the Agreement prematurely, Hart4Technology is entitled to claim compensation for the lost profit resulting therefrom, consisting of the full agreed price.
3. In the event of premature cancellation by a Consumer of an Agreement relating to an 'contract for services' within the meaning of Article 7:400 of the Dutch Civil Code, the Consumer, in deviation from the previous paragraph, shall only be required to reimburse all costs incurred by Hart4Technology for the performance of the Agreement, increased by the fee of Hart4Technology in proportion to any Services already provided up to the cancellation.

ARTICLE 6. | THIRD PARTIES

1. Hart4Technology is entitled to have the Agreement performed in whole or in part by third parties and thus involve third parties in the performance of the Agreement. For the performance of certain Services, Hart4Technology may therefore engage third parties. Hart4Technology is, except insofar as the law imperatively prevents this under the circumstances of the case, not liable for errors or shortcomings of any third parties involved by it in the performance of the Agreement.
2. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is excluded.
3. Hart4Technology does not accept any liability whatsoever for damage resulting from errors or shortcomings of third parties with whom the Counterparty itself has concluded an agreement, even if this was at the suggestion or advice of Hart4Technology.
4. If the Counterparty has granted Hart4Technology a (silent) power of attorney to conclude an agreement with a third party on behalf of the Counterparty, Hart4Technology is not a party to that agreement and the Counterparty is liable to that third party for compliance with all obligations arising from that agreement. The Counterparty indemnifies Hart4Technology against all claims from third parties in this regard. If Hart4Technology is involved in the performance of the relevant agreement, Hart4Technology undertakes exclusively towards the Counterparty to the extent expressly and in Writing agreed between the Parties.
5. These general terms and conditions are stipulated partly for the benefit of any third parties engaged by Hart4Technology to perform the Agreement in whole or in part. Hence, these third parties, insofar as the right to invoke the provisions by their nature or tenor is not reserved exclusively to Hart4Technology, may invoke the provisions of these general terms and conditions against the Counterparty as if they were, instead of Hart4Technology, party to the Agreement themselves.
6. It is possible that any third parties engaged by Hart4Technology in connection with the Agreement wish to limit their liability in this respect. Hart4Technology assumes, and if necessary stipulates herein, that the Agreement concluded with it includes the authority to accept such liability limitations also on behalf of the Counterparty.

ARTICLE 7. | GENERAL OBLIGATIONS OF THE COUNTERPARTY

1. The Counterparty warrants that it shall, whether or not at the request of Hart4Technology, promptly, fully and in the manner prescribed by Hart4Technology, provide Hart4Technology with all information reasonably relevant to the design and performance of the Agreement. The Counterparty warrants the accuracy of this information. Furthermore, the Counterparty shall at all times grant Hart4Technology all cooperation required for the performance of the Agreement. The Counterparty is also obliged to promptly notify Hart4Technology of all facts and circumstances that arise, whether or not after the conclusion of the Agreement, and of which it may reasonably be expected that such facts or circumstances will affect the timely and/or proper performance of the Agreement.
2. The Counterparty shall moreover at all times grant Hart4Technology all cooperation required for the performance of the Agreement, including the granting of all powers and authorisations necessary for a proper performance of the Agreement. The Counterparty shall take all reasonable measures to optimise the performance of the Agreement.
3. If employees, such as network administrators or managers within the Counterparty's organisation, or third parties engaged by the Counterparty, are involved in the performance of the Agreement, the Counterparty warrants that these persons will be available to Hart4Technology in time, will have performed all necessary preliminary work, and will provide all cooperation necessary to ensure the proper performance of the Agreement.

ARTICLE 8. | SPECIAL OBLIGATIONS FOR RESELLERS/PARTNERS

1. A Counterparty acting as a reseller of the Products or Software is itself responsible for fulfilling its statutory obligations towards its end customers. Notwithstanding the foregoing in this paragraph, resale to customers of the Counterparty is at the Counterparty's own risk and expense.
2. The Counterparty acting as a reseller of the Products or Software shall, unless otherwise expressly and in Writing agreed, act as the first point of contact for its customers, which includes, but is not limited to, RMA processing such as technical support with respect to the use of the Products and/or Software.
3. Any cooperation between the reseller and Hart4Technology shall, unless otherwise expressly and in Writing agreed, never be exclusive; Hart4Technology is entitled to appoint multiple resellers without geographical restriction.
4. Hart4Technology grants the reseller the right to use any brand names and trademarks of Hart4Technology; however, only to the extent and for as long as reasonably permissible in connection with the Counterparty's resale activities, and subject to any instructions from Hart4Technology regarding their use. Prior written consent from Hart4Technology is required for the use of Hart4Technology's brand names and trademarks other than as set out in the previous sentence.
5. The reseller is required to use any brand names and symbols adopted by Hart4Technology in connection with the resale of the Products or Software. The Counterparty is not permitted to remove or alter brand names or symbols from the Products or Software, or to affix its own brand identifiers to the Products, Software or their packaging.

ARTICLE 9. | PERFORMANCE AND (DELIVERY) TERMS

1. Any periods for performance and (delivery) to which Hart4Technology has committed itself vis-à-vis the Counterparty are merely indicative, non-fatal terms. Performance of these deadlines may also depend on the Counterparty and/or third parties. If non-performance within the deadline is the result of a circumstance not attributable to Hart4Technology, i.e. force majeure as referred to in Article 17, the obligations of Hart4Technology will be suspended for the duration of the force majeure situation. The provisions of Article 17 shall in such case apply correspondingly.
2. If non-performance within the deadline is the result of a circumstance attributable to Hart4Technology, Hart4Technology will only be in default after the Counterparty has given Hart4Technology notice of default in Writing, specifying a reasonable period for compliance, and Hart4Technology fails to comply after expiry of that period.
3. If Hart4Technology depends on data or other efforts to be provided by or on behalf of the Counterparty for the performance of the Agreement, and such data is not provided on time and/or efforts are not made on time, Hart4Technology is entitled to suspend performance and/or delivery for the duration of the delay.
4. Default by Hart4Technology due to a circumstance attributable to Hart4Technology, as referred to in paragraph 2, entitles the Counterparty to rescind that part of the Agreement affected by the default, but never to additional damages.

ARTICLE 10. | DELIVERY OF PRODUCTS

1. Delivery of the Products to Consumers shall take place at the expressly agreed location and manner. In the absence of such an agreement, delivery shall be made at the address provided by the Consumer for delivery.
2. Unless expressly and in Writing agreed otherwise, delivery to non-Consumers shall be Ex Works (EXW) according to the most recent version of the Incoterms. If a different delivery condition than Ex Works is expressly and in Writing agreed, such delivery condition shall likewise be interpreted in accordance with the most recent version of the Incoterms.
3. Notwithstanding the previous paragraph, the Parties may, in the case of Ex Works delivery, agree that Hart4Technology will arrange transportation. The risk of loading, transportation and unloading shall in that case also rest with the Counterparty. The risk of loss or damage to the Products shall always pass to the Counterparty at the moment the Products have been delivered to the Counterparty under the Agreement; in the case of Ex Works, also if Hart4Technology arranges for the transportation.
4. Hart4Technology reserves the right to deliver orders in instalments. In that case, the Consumer's cooling-off period relating to the right of withdrawal, as set out in Article 4, shall only commence at the moment the final partial delivery from the order has been received by or on behalf of the Consumer.
5. If the agreed delivery period is exceeded, the Counterparty is, without prejudice to the provisions relating to default of Hart4Technology in Article 9, never entitled to refuse acceptance of the Products and/or to refuse payment of amounts due to Hart4Technology under the Agreement.
6. If the Products could not be delivered due to a circumstance attributable to the Counterparty, Hart4Technology is entitled to store the Products at the risk and expense of the Counterparty, without prejudice to the Counterparty's obligation to pay the amount due to Hart4Technology under the Agreement. Costs incurred in connection with non-acceptance by the Counterparty as referred to herein, such as additional delivery costs, shall also be borne by the Counterparty. The aforementioned does not affect the fact that the risk of loss and damage to the Products shall only pass to the Consumer upon delivery to or receipt by the Consumer.
7. If the Counterparty refuses acceptance of the ordered Products or otherwise fails to take delivery, the Counterparty shall, within a reasonable period set by Hart4Technology, still proceed to accept the Products, failing which Hart4Technology is entitled to rescind the Agreement, without prejudice to the Counterparty's obligation to pay the agreed price and any additional costs as described in the previous paragraph.

ARTICLE 11. | PRODUCT SALES: INSPECTION AND COMPLAINTS

1. The Counterparty must inspect, or arrange for the inspection of, whether the nature and quantity of the Products conform to the Agreement immediately upon delivery. If, in the Counterparty's opinion, the nature or quantity of the Products does not conform to the Agreement, the Counterparty must notify Hart4Technology thereof in Writing without delay, or at least within two working days after delivery, specifying a clear description of the complaint. However, if the Products have been delivered in the simultaneous personal presence of the Counterparty and Hart4Technology, it shall be deemed that the Products conform to the Agreement if the Counterparty has taken delivery of the Products.
2. If the Counterparty fails to complain timely or in accordance with the previous paragraph, Hart4Technology shall have no obligation arising from the Counterparty's complaint.
3. The provisions of paragraph 1 are without prejudice to the statutory complaint period for Consumers, as regulated in Article 7:23 of the Dutch Civil Code.
4. Even if the Counterparty complains in due time and in accordance with paragraph 1, the Counterparty's obligation to pay on time shall remain, without prejudice to the statutory rights of Consumers in this regard.
5. Products may only be returned with the prior Written consent of Hart4Technology, except as provided in Article 4.

ARTICLE 12. | DELIVERY OF SOFTWARE

1. If Software is delivered on a tangible data carrier, Articles 10 and 11 shall apply mutatis mutandis to the delivery of the relevant tangible data carrier. With respect to tangible data carriers on which Software is delivered, the provisions regarding Products in these general terms and conditions shall also apply mutatis mutandis, insofar as applicable.
2. If Software is delivered electronically, the Counterparty is responsible for the suitability of the equipment on which the Software is downloaded.
3. Hart4Technology is not required to verify whether the equipment of the Counterparty or end user is suitable for receiving or desired use of the Software. Unsuitability of the intended equipment cannot be considered a shortcoming by Hart4Technology and does not give the Counterparty ground to rescind the Agreement or claim any other compensation.
4. The Software licence must be activated in the prescribed manner. The Counterparty and end user of the Software shall, depending on the licence terms or other conditions applied by the licensor of the Software, have a non-exclusive right of use regarding the Software supplied under the Agreement. All (intellectual) property rights to the Software shall remain vested in the relevant licensor. The relevant licensor grants the Counterparty and end user a right of use under the licence terms or other conditions applied by it. Nothing in these terms and conditions affects the rights and obligations of the Counterparty or end user arising from the licence terms or other conditions of third parties.
5. The Software is not provided for use at the risk of Hart4Technology. The functionalities of the Software are limited to those expressly communicated by the licensor, regarding which Hart4Technology offers no guarantees; any guarantee for the Software is limited to any guarantee provided by the relevant licensor. Hart4Technology, unless otherwise expressly and in Writing agreed, shall have no responsibility whatsoever regarding technical support and maintenance of the supplied Software. The Counterparty indemnifies Hart4Technology against all claims and claims of third parties, including end users, in this respect.
6. The Counterparty indemnifies Hart4Technology against any claims from licensors regarding any infringement of (intellectual) property rights and rights of use relating to the Software, which infringement is attributable to the Counterparty.

ARTICLE 13. | PRODUCT SALES: WARRANTY & CONFORMITY

1. Products are supplied with warranty only if and to the extent expressly and in Writing agreed, it being understood that any warranty provided by Hart4Technology, manufacturer or importer does not affect the mandatory statutory rights and claims that Consumers may assert against Hart4Technology (conformity).
2. Without prejudice to any warranty conditions expressly and in Writing agreed, any applicable warranty (including a claim based on non-conformity) shall lapse in any case if a defect in the Product supplied is the result of an external cause or otherwise not attributable to Hart4Technology or its supplier. This includes, by way of non-limiting example, defects arising after delivery as a result of damage, normal wear and tear, damage due to violence, incorrect or careless treatment, start-up by or on behalf of the Counterparty itself, incorrect or negligent use, use contrary to instructions for use or other instructions from or on behalf of Hart4Technology, improper and irregular (maintenance) and changes made to the Product, including repairs not carried out with the prior Written consent of Hart4Technology.
3. The Counterparty can only appeal to the provisions of the previous paragraphs if the Counterparty has fulfilled all its payment obligations arising from the Agreement.

ARTICLE 14. | PERFORMANCE OF SERVICES ON LOCATION

1. If Services are provided on the Counterparty's location or another location designated by the Counterparty and agreed between the Parties, the Counterparty shall be responsible for the correct and timely provision of all infrastructure, facilities and other conditions necessary for proper performance of the Services. Furthermore, the Counterparty shall, to the extent relevant in view of the nature of the Services, at its own expense and risk ensure that:

• the persons employed by Hart4Technology will have access to the place of performance within the agreed period and can perform the Services during normal working hours;
• there is sufficient opportunity for the supply and storage of any items used and/or processed during performance of the Agreement, including tools and any Products to be installed or otherwise processed in connection with the performance of the Agreement;
• the persons employed by Hart4Technology have free access to electricity, water, sanitary facilities and other reasonably required facilities at the place of performance of the Services;
• all safety and precautionary measures reasonably required from the Counterparty have been taken and are maintained during the performance of the Services, and all measures have been taken and are maintained to comply with applicable laws and regulations, including government regulations.

2. In case of training, consultancy of installations or a comparable Service at the Counterparty's location or another location designated by the Counterparty and agreed between the Parties, the Counterparty shall provide a suitable space at its own expense.
3. If the Counterparty fails to meet its obligations under the preceding paragraphs of this article or Article 7, Hart4Technology, without prejudice to the other provisions of these general terms and conditions, is entitled to suspend performance of the Agreement and charge the Counterparty for any waiting or delay hours and any additional costs incurred as a result.

ARTICLE 15. | COMPLAINTS REGARDING SERVICES AND INVOICES

1. The Counterparty is required to report any complaint regarding the Service provision to Hart4Technology orally as soon as the supposed shortcoming is detected or can reasonably be detected, and subsequently confirm this to Hart4Technology in Writing within two working days, failing which it shall be deemed that Hart4Technology has fulfilled its obligations in this respect and the Counterparty shall no longer be able to assert any claim regarding any shortcoming by Hart4Technology in this regard.
2. The circumstance that Hart4Technology schedules and/or performs the Services differently in terms of time, location, etc. than expressly agreed, while the agreed performances are carried out, does not give grounds for complaints, for termination of the Agreement or any other compensation.
3. Complaints regarding the amount of invoice amounts must be submitted to Hart4Technology in Writing within seven days after the invoice date, failing which the Counterparty's right to object shall lapse.
4. If the Counterparty fails to complain in time, Hart4Technology shall have no obligation as a result of such complaint from the Counterparty.
5. Even if the Counterparty complains in time, it shall remain obliged to pay in full and on time, as well as to further comply with the Agreement.

ARTICLE 16. | AMENDMENT OF THE AGREEMENT AND ADDITIONAL WORK

1. If it becomes apparent after the conclusion of the Agreement that it is necessary to amend or supplement the Agreement for proper execution, the Parties shall make timely adjustments to the Agreement in mutual consultation. If the nature, scope or content of the Agreement is amended both qualitatively and/or quantitatively, this may have consequences for what was originally agreed, including a possible increase in the originally agreed price. Hart4Technology will, as far as possible, provide a price quotation in advance.
2. In the event of additions or changes to the Agreement requested by the Counterparty, the extra costs related thereto shall be borne by the Counterparty. Hart4Technology shall inform the Counterparty in good time about the necessity of such costs being passed on, unless the Counterparty should have understood this necessity independently.
3. Amendment of the Agreement may also result in modification of the originally set term of performance and (delivery). The Counterparty accepts the possibility of amendment of the Agreement, including possible changes in price and term of performance. If the Agreement is amended or supplemented, Hart4Technology is entitled to commence its implementation only after the Counterparty has agreed to the amended price and other conditions, including the time when further implementation will be undertaken. Failure to execute the amended Agreement, or delayed execution, does not constitute a breach by Hart4Technology and does not provide grounds for the Counterparty to terminate the Agreement.
4. If, after entering into the Agreement, circumstances arise or become known which increase costs due to incorrect data provided by the Counterparty, these extra costs shall be borne by the Counterparty, unless Hart4Technology should have discovered the incorrectness of the information before determining the price. Hart4Technology shall timely inform the Counterparty when such costs must be passed on.
5. Without being in default, Hart4Technology may refuse a request to amend the Agreement if fulfillment of the amended Agreement cannot reasonably be required of it.

ARTICLE 17. | FORCE MAJEURE

1. Hart4Technology is not obliged to perform any obligation under the Agreement if it is hindered by a circumstance that, under the law, a legal act or prevailing views in society, cannot be attributed to it.
2. If the force majeure situation results in permanent impossibility of performance or if the force majeure lasts longer than three months, the Parties are entitled to dissolve the Agreement with immediate effect.
3. If, at the commencement of the force majeure, Hart4Technology has already partially fulfilled its obligations, or can only partially fulfill its obligations, it is entitled to invoice the already performed part, respectively the still performable part of the Agreement, separately as if they were an independent Agreement, except where the already performed or performable part has no independent value.
4. Damages resulting from force majeure shall, without prejudice to the foregoing, never be eligible for compensation.

ARTICLE 18. | SUSPENSION AND TERMINATION

1. Hart4Technology is, if warranted by the circumstances of the case, entitled to suspend the performance of the Agreement or to terminate the Agreement wholly or in part with immediate effect, if and insofar as the Counterparty fails to comply with its obligations under the Agreement, fails in time or fails completely, or if after conclusion Hart4Technology becomes aware of circumstances that give good reason to believe the Counterparty will not fulfill its obligations. If fulfillment by the Counterparty is not permanently impossible, termination may only take place after the Counterparty has been given notice of default in Writing, with a reasonable term for fulfillment, and such fulfillment is still not achieved after expiry of that term.
2. If the Counterparty liquidates or transfers its business to a third party, is bankrupt, has requested (provisional) suspension of payments, is subject to a statutory debt rescheduling scheme, has one or more of its assets seized, or can otherwise no longer freely dispose of its property, Hart4Technology is entitled to dissolve the Agreement with immediate effect, unless the Counterparty has already provided sufficient security for amounts owed under the Agreement.
3. The Counterparty is obliged to compensate Hart4Technology for any damages suffered as a result of suspension or dissolution of the Agreement.
4. If Hart4Technology dissolves the Agreement, all outstanding claims Hart4Technology has on the Counterparty shall become immediately due and payable.

ARTICLE 19. | PRICES AND PAYMENTS

1. The offer by Hart4Technology includes the most accurate possible statement of price factors and any additional costs. If the price and/or additional costs are based on post-calculation, such as an hourly rate, the actual hours worked and/or costs incurred by or on behalf of Hart4Technology will be passed on to the Counterparty on a post-calculation basis.
2. Unless expressly stated otherwise, all amounts quoted by Hart4Technology and payable by the Counterparty are exclusive of VAT and any other government levies, except that offers to Consumers additionally state amounts inclusive of VAT.
3. Hart4Technology is always entitled to pass on price increases of factors that determine price, such as wage rises, purchase prices, freight, etc., over which Hart4Technology cannot reasonably exercise any influence, to the Counterparty, except that a Consumer is entitled to terminate the Agreement if the price increase occurs within three months after conclusion and Hart4Technology explicitly states it will not execute under the originally agreed price conditions. This termination right does not apply if the price increase results from an increase in VAT rates or other government levies.
4. Hart4Technology is entitled to demand full or partial advance payment or staged payment of the agreed price and costs, except that in case of a consumer purchase, Hart4Technology will not require advance payment of more than 50% of the purchase price.
5. Hart4Technology is not obliged to commence or continue execution of the Agreement as long as the Counterparty is in default of any payment obligation to Hart4Technology.
6. Payments shall be made in the manner prescribed by Hart4Technology, within the term stated on the invoice.
7. The Counterparty shall always pay without invoking suspension or set-off, except insofar as mandatory law prohibits this for the benefit of the Consumer.
8. If the Counterparty liquidates or transfers its business to a third party, is bankrupt, has requested (provisional) suspension of payments, is subject to a statutory debt rescheduling scheme, has one or more of its assets seized, or can otherwise no longer freely dispose of its property, claims against the Counterparty shall be immediately due and payable.
9. If payment is not made on time, the Counterparty will be in default by operation of law. From the date the default commences, the Counterparty will be liable for interest of 2% per month on the outstanding amount, with part of a month considered a full month. Contrary to the previous sentence, statutory interest shall apply instead of contractual interest if the Counterparty acts as a Consumer.
10. All reasonable costs, including judicial, extrajudicial and enforcement costs, incurred to obtain amounts owed by the Counterparty shall be borne by the Counterparty.

ARTICLE 20. | LIABILITY AND INDEMNIFICATION

1. The Counterparty is not permitted to supply Software, specifically cryptographic Software, or Products to countries for which this is prohibited by the “United States Cryptography Export-Import Laws” or any other applicable regulation of the competent authority, and shall be obliged to inform its customers thereof. Should Hart4Technology suspect a violation by the Counterparty, Hart4Technology is entitled to dissolve the Agreement under Article 18. The Counterparty is liable for all consequences of non-compliance and shall indemnify Hart4Technology against all claims by third parties, including the competent authority.
2. All data provided by Hart4Technology of any kind, for example, price lists, brochures and information on Hart4Technology’s website, are subject to price changes and typographical errors. Hart4Technology accepts no liability in this respect.
3. Hart4Technology provides Services to the best of its ability and understanding. As far as the nature or scope of the Service does not imperatively dictate otherwise, Hart4Technology merely commits to a best-efforts obligation and cannot guarantee that the results intended by the Counterparty in entering into the Agreement will be achieved.
4. The Counterparty acknowledges that Hart4Technology cannot reasonably provide complete protection against the security risks associated with an internet connection and that these risks are greater in the case of a permanent connection. If the Counterparty wishes to mitigate or eliminate these risks, it must, at its own risk and expense, establish a proper firewall and virus protection, unless expressly agreed that Hart4Technology’s Services also cover this provision.
5. Hart4Technology is not liable for damages resulting from advice and instructions provided by it, even if such advice or instructions unintentionally turn out to be incorrect. Any advice or instructions from Hart4Technology followed by the Counterparty are at the Counterparty’s own risk.
6. The Counterparty bears the damage caused by inaccuracies in data provided by or on behalf of it, inaccuracies in required configurations and procedures, defects in or unsuitability of materials or tools provided by the Counterparty for the Agreement’s execution, any other breach of the Counterparty’s legal or contractual obligations, and any other circumstance not attributable to Hart4Technology.
7. Without prejudice to these terms, Hart4Technology shall not be liable for repairable deficiencies unless the Counterparty has given Hart4Technology an opportunity to remedy the damage, failing which Hart4Technology incurs no liability.
8. Hart4Technology is not liable for infringements of (intellectual property) rights of the Counterparty by third parties.
9. Hart4Technology shall never be liable for indirect damages, including loss, lost profit and damage as a result of business interruption. Hart4Technology’s liability, without prejudice to the other provisions of these terms and in particular paragraph 10, is only for direct damages suffered by the Counterparty as a result of Hart4Technology’s attributable breach of the Agreement. Attributable breach means a shortcoming that a reasonably skilled and careful professional could and should have avoided, taking into account reasonable diligence and the professional knowledge and resources required for the Agreement. Direct damages shall only mean:

• reasonable costs for determining the cause and extent of the damage, insofar as the determination pertains to damage that is eligible for compensation under these terms;
• potentially reasonable costs incurred to bring Hart4Technology’s defective performance into conformity with the Agreement, insofar as they can be attributed to Hart4Technology;
• reasonable costs incurred to prevent or limit damage, insofar as the Counterparty can demonstrate that these costs have led to a limitation of direct damage as defined in these terms;

10. Hart4Technology’s liability is limited to remedying the Services or repairing or replacing the delivery to which Hart4Technology’s liability pertains. If repair or replacement is not possible, Hart4Technology’s liability is limited to the invoice value of the Agreement, or the relevant part thereof, provided Hart4Technology’s liability never exceeds the amount actually paid out under any applicable insurance policy, plus any deductible. If the Agreement has a duration of more than one month, only the invoice value over the latest month is used as the reference for determining value.
11. A prerequisite for entitlement to any compensation is that the Counterparty promptly reports the damage in Writing to Hart4Technology.
12. Subject to the other limitation periods in these terms, the limitation period for all claims and defenses against Hart4Technology is one year. In deviation, Consumers’ claims or defenses regarding a consumer purchase that does not meet the Agreement expire after two years.
13. The Counterparty indemnifies Hart4Technology against its own and third-party claims for damage not attributable to Hart4Technology. If Hart4Technology is sued by third parties on this ground, the Counterparty is obliged to assist Hart4Technology both in and out of court and do everything reasonably expected of it. If the Counterparty fails to take adequate measures, Hart4Technology may do so itself. All costs and damages incurred by Hart4Technology and/or third parties in this context will be fully borne by the Counterparty.
14. In case of a consumer purchase, the limitations of this article do not extend further than permitted under Article 7:24 paragraph 2 Dutch Civil Code.

ARTICLE 21. | RETENTION OF TITLE, RIGHT OF PLEDGE AND RIGHT OF RETENTION

1. All Products supplied by Hart4Technology remain its property until the Counterparty has properly fulfilled all (payment) obligations under the relevant Agreement.
2. Except as reasonably permissible in the ordinary course of business, the Counterparty is prohibited from selling, pledging, or otherwise encumbering Products subject to retained title.
3. In the event of violation of this provision or onward delivery by the Counterparty in the ordinary course of business, any amount due by the Counterparty to Hart4Technology shall become immediately payable.
4. If third parties seize the Products subject to retained title, or seek to establish rights in or exercise claims over them, the Counterparty must inform Hart4Technology as soon as possible.
5. The Counterparty grants unconditional permission to Hart4Technology or third parties designated by Hart4Technology to enter all locations where Products subject to retained title are kept. In case of Counterparty’s default, Hart4Technology is entitled to repossess such Products. All reasonable costs incurred in this context shall be borne by the Counterparty.
6. If the Counterparty, after delivery of sold Products, has met its obligations, but fails to perform its duties under a later Agreement, the retention of title revives for those Products.
7. Hart4Technology has a right of retention with respect to Counterparty’s items which it holds in connection with performance of the Agreement, vis-à-vis anyone claiming their surrender.
8. Hart4Technology may also exercise the right of retention for all amounts still due from the Counterparty relating to previous Agreements.
9. All items of the Counterparty held by Hart4Technology in connection with performance of the Agreement also serve as collateral for all claims Hart4Technology has against the Counterparty.

ARTICLE 22. | INTELLECTUAL PROPERTY

1. Hart4Technology, its suppliers or licensors, reserve all intellectual property rights to the Products, Software and their parts, as well as company names, logos, brand names, and any texts, images and other content displayed on Hart4Technology’s website. The Counterparty is prohibited from copying, reproducing, imitating, publishing, distributing or otherwise using such items other than as permitted by the Agreement or the normal use of Hart4Technology’s website.
2. Any infringement attributable to the Counterparty gives Hart4Technology the right to demand immediate termination of the infringement and claim damages, to be determined based on the nature and scope of the infringement.

ARTICLE 23. | GENERAL COMPLAINTS POLICY

1. Complaints regarding performance of the Agreement must, subject to other provisions of these terms, be submitted to Hart4Technology fully and clearly described, in Writing, within a reasonable period after discovery by the Counterparty.
2. Complaints submitted to Hart4Technology will be answered within seven days of receipt. If a complaint requires a longer processing time, an acknowledgement and indication of the expected response time will be sent within seven days.
3. If a Consumer’s complaint cannot be resolved through mutual consultation in connection with a consumer purchase, the Consumer may submit the dispute to the dispute resolution committee via the ODR platform (ec.europa.eu/consumers/odr/).

ARTICLE 24. | FINAL PROVISIONS

1. All Agreements and all legal relationships arising therefrom between the Parties shall be governed exclusively by Dutch law.
2. Before invoking the courts, the Parties are obliged to make every effort to resolve any disputes through mutual consultation.
3. Except as may be imperatively excluded by law under the circumstances, the competent court in the district where Hart4Technology is established shall have exclusive jurisdiction over judicial disputes.
4. If these general terms and conditions are available in multiple languages, the Dutch version shall always be decisive for the interpretation of the terms included therein.