Terms and Conditions

1	Applicability
1.1	These conditions are applicable to all proposals and/or deliveries made by Scriptware and agreements and/or other legal relationships between Scriptware and Customer, the resulting provisions and related activities regardless of whether or not they are based on a verbal, written and/or electronic agreement, unless otherwise agreed upon in writing.
1.2	Purchase conditions or any other conditions used by Customer will not be applicable. The applicability of purchase conditions or any other conditions from Customer or from third parties on behalf of Customer are therefore expressly rejected by Scriptware, unless explicitly accepted in writing by Scriptware.
1.3	The General Conditions Scriptware are filed with the Chamber of Commerce in Amsterdam under number 34065814.
1.4	Scriptware reserves the right to make alterations and/or additions to the General Conditions Scriptware. The modified General Conditions Scriptware will become applicable, unless objections against modifications are made in writing within 30 (thirty) days of the notification date of the change.
1.5	Changes in and additions to the General Conditions Scriptware and/or agreements made between Scriptware and Customer are only valid when agreed to by Scriptware in writing.
1.6	The headings above the articles of these conditions are only intended to increase the legibility of this document. The content and meaning of an article placed under a particular heading is, therefore, not limited to the meaning and content of the heading.
2	Definitions
2.1	In the General Conditions Scriptware the following words and expressions are used with a capital. Any of the following words and expressions shown in the singular shall have the same meaning when used in the plural and vice-versa.
2.2	Customer: Anyone who requests and orders the delivery of Products.
2.3	Products: All products and services provided by Scriptware (e.g. translations, technical writing(s), design/lay-out/editing/structuring of documents and project management) and the resulting provisions and related activities.
2.4	Scriptware: Scriptware B.V. and its rightful successors or affiliated organizations and partners that will enter into an agreement with Customer and has declared the General Conditions Scriptware applicable.
2.5	Workdays: Normal Dutch working hours (8.30-17.30) and days (Monday through Friday) with the exception of public holidays.
3	Offer/Confirmation
3.1	All offers are made without engagement, unless the offer explicitly indicates otherwise in writing.
3.2	All offers are valid for 14 days, unless the offer explicitly indicates otherwise in writing.
3.3	Offers are based on the data, information or requirements made known by Customer as set out in article 6.
3.4	Verbal agreements, assignments or other expressions of whatever nature by employees of Scriptware are only valid and binding when they have been confirmed in writing by authorized representatives of Scriptware.
4	Agreements
4.1	Scriptware only enters into an agreement after written confirmation by Scriptware, except for in the case set out in article 4.2.
4.2	If a proposal, contract or other similar legally binding document is sent by Scriptware to Customer and Customer fails to return this document, signed, to Scriptware, Customer accepts by payment of compensation to Scriptware the contents of such document and the General Conditions Scriptware.
4.3	If Customer enters into an argreement with Scriptware on behalf of a third party, Customer will be fully responsible and liable for the entire fulfillment of the resulting obligations by that third party.
5	Termination
5.1	Each party has the right to terminate the agreement wholly or partially without judicial intervention by means of a signed registered letter. This can be done if, after notifying the breaching party in writing of a failure to fulfill their obligations, the breaching party then fails to meet the aforesaid obligations within a reasonable period of time.
5.2	Scriptware has the right to immediately terminate the agreement wholly or partially without judicial intervention through means of a non-judicial declaration and/or withdraw and/or annul an offer if:
	Customer is a person and becomes deceased Customer submits a legal request for debt restructuring, if bankruptcy or suspension of payment has been filed for Customer, if Customer is in a state of bankruptcy or suspension of payment has been granted or if Customer's company is liquidated or ended for any reason other than reconstruction or company merger Customer fails to comply with article 6
	In these cases, any claim by Scriptware will be immediately due.
5.3	After the agreement has ended, for any reason, Customer can no longer obtain any of the rights provided by the agreement, leaving unhindered the existence of the obligations of both parties which by their nature continue automatically after the conclusion of their agreement, such as but not limited to, obligations concerning property rights, confidentiality and non-competition.
6	Co-operation/Information Requirements For Customer
6.1	All assignments are carried out by Scriptware on the basis of data, information, requests and/or requirements made known to Scriptware by Customer.
6.2	Customer shall provide all necessary cooperation to Scriptware and shall make known in time all useful and necessary data and/or other information required for an adequate execution of the agreement. Customer shall ensure the accuracy of this data and/or other information.
6.3	If necessary for execution of the agreement, data, information and/or requirements are not, and/or not in time, and/or not in accordance with the agreements, made available to Scriptware, and as a result to that at Scriptware's discretion Scriptware is not able to execute the agreement properly or these circumstances result in extra work, Scriptware has the right to alter the agreement and/or prices to these circumstances.
6.4	If necessary for execution of the agreement data, information and/or requirements are not, and/or not in time, and/or not in accordance with the agreements, made available to Scriptware, or if Customer fails to meet its obligations in any other way, Scriptware has in any case the right to terminate or dissolve the agreement or to suspend execution of the agreement and has the right to charge the costs incurred at its usual rates.
7	Execution
7.1	Scriptware shall strive with best efforts to fulfill the agreement. Scriptware is at all times entitled to make use of third parties when performing activities.
7.2	Scriptware always has the right to execute the agreement in its own manner and/or insight, within the boundaries as agreed upon in writing by parties prior to entering into the agreement.
7.3	Scriptware will only be obligated to follow timely and reasonable instructions given when performing activities if explicitly agreed upon in writing. Scriptware is not obligated to follow instructions that will alter the content or scope of the agreed upon activities. In the event such instructions are followed, the activities performed will be charged on the basis of subsequent calculation.
7.4	All activities will be performed on Workdays and under normal working conditions.
7.5	Activities that are performed outside of Workdays are considered as overtime. The applicable rate will be increased with 50% for overtime after or before Workdays. The applicable rate will be increased with 100% for overtime on weekends and public holidays.
7.6	If it is agreed upon that activities will take place in phases ,Scriptware will be entitled to postpone activities for the following phase until Customer has accepted in writing activities performed in the previous phase.
8	Changes/Cancellation
8.1	If, during the term of the agreement, changes and/or new facts arise in regard to data, information, requests and/or requirements provided earlier, Scriptware will always be fully justified in consultation with Customer to adjust the agreement to these new circumstances (e.g. regarding term and fee) or to dissolve or annul the agreement.
8.2	Scriptware shall always be entitled to consider additional activities to an order as a new separate order.
8.3	When Customer has entered into agreement with Scriptware and Customer cancels and/or terminates the agreement in a way other than described in article 5.1, Customer shall be obliged to pay Scriptware the entire fee as agreed upon, as if the agreement were fully fulfilled by Scriptware.
9	Advice/Consultancy/Project management
9.1	All Products that can be considered advice or which can be described as advice, such as but not limited to consultancy and project management, will only be given to the best of Scriptware's knowledge and capability.
9.2	Scriptware is not responsible and/or liable if the activities that flow forth from advice result in a failure to carry out a project from Customer within allocated budgets, time schedules and other agreed upon conditions.
10	Confidentiality/Non-competition
10.1	Scriptware and Customer mutually commit themselves to the confidentiality of all data and information concerning each other's organization, clients, files and Products, of which they become aware while working for each other or for Customer's clients. Data and information may only be used in order to carry out the agreement between parties.
10.2	Customer and its clients will not enter into any direct or indirect commercial, employment or other such relations with employees from Scriptware during the agreement and for a period of 12 (twelve) months after termination or dissolution of the agreement, without the written consent of Scriptware. Customer will ensure that its clients will comply with the foregoing obligation.
10.3	In the event that Customer breaches article 10.2, Customer will be charged, without further notification required, a fine of Euro 50.000,- (fifty thousand) for each breach, undiminished the right of Scriptware to claim full compensation for damages incurred.
11	(Delivery) Dates
11.1	All (delivery) dates which may be named by and may be applicable to Scriptware are determined to the best of Scriptware's knowledge on the basis of information made known to Scriptware and will be taken into consideration as much as possible.
11.2	(Delivery) dates shall therefore not be considered to be absolute (delivery) dates within which must be delivered, but a time period within which Scriptware shall strive with best efforts to deliver the agreed upon items. If it is not possible to keep to the (delivery) date, then Scriptware and Customer will consult with each other to agree on a substitute (delivery) date.
11.3	Exceeding a given (delivery) date which may be applicable never constitutes an attributable shortcoming by Scriptware. Scriptware does not accept liability under any circumstances in cases where the (delivery) date may be exceeded.
12	Delivery and Acceptance procedure
12.1	Delivery of the Products takes place when the Products are sent by post, fax, courier, e-mail or when a Scriptware employee delivers a Product in person to an employee of Customer. All costs relating to transportation and/or insurance of the Products will be at Customers expense. The manner in which transport takes place is determined by Scriptware and insurance of the Products by Scriptware will not take place unless agreed upon otherwise in writing.
12.2	The delivery of services by or through Scriptware takes place at the place and time that the services are performed.
12.3	Immediately after delivery, as described in article 12.1, there will be an acceptance period which runs for 14 (fourteen) days. During the acceptance period Customer must check whether the delivered Products comply with the agreed upon conditions.
12.4	The Products shall be considered by both parties as accepted:
	at the moment Customer declares in writing to accept the Products; or when Customer uses the Products for productive or operational purposes, when Customer directly or indirectly revises/edits the Products or when Customer provides the products to a third party; or on the first day following the acceptance period; or when Customer, before the end of the acceptance period, notifies Scriptware in detailed writing of a complaint: after resolving the complaint by Scriptware.
12.5	When a complaint, as described in article 12.4 sub d, in Scriptware's discretion is well-founded, Scriptware shall resolve the complaint, improve/correct or replace the Product or reduce the price of the Product. These rights end when the Products are accepted by Customer.
12.6	Filing a complaint or not accepting a Product does not free Customer from any obligations of payment.
12.7	If the Products are delivered in phases, and/or parts are delivered and tested, the non-acceptance of a particular phase and/or part will not delay the acceptance of an earlier phase and/or another part.
13	Liability
13.1	Scriptware's total liability due to culpable failure to fulfill the agreement or wrongful act, shall be limited, in accordance with articles 13.2 and 13.3, to compensation for direct damage and to a maximum of the amount of the price stipulated in the agreement (excluding VAT) to a maximum of Euro 250.000,- (two hundred and fifty thousand), whereby a sequence of events is regarded as one event.
13.2	If the agreement also includes an agreement over time with a term of more than 1 (one) year and Scriptware's liability flows forth from the agreement over time, the stipulated price will be calculated on the basis of the total amount (excluding VAT) as actually paid by Customer to Scriptware on the basis of the agreement over time for 1 (one) year (this being the year in which the damage occurred) to a maximum of Euro 250.000,- (two hundred and fifty thousand).
13.3	Scriptware has insured itself against damage. Scriptware is in any case not liable for further damage and will not compensate for any further damage which Customer may suffer on the basis of the agreement entered into with Scriptware, however caused, including possible claims of liability against Customer by third parties, than is covered and actually compensated for by the insurance, except in case of malicious intent or gross negligence.
13.4	Scriptware's total liability for damage resulting from death or physical injury will in no event amount to more than Euro 1.000.000,- (one million), whereby a sequence of events is regarded as one event.
13.5	Direct damage is exclusively understood as:
	The reasonable costs made in determining the cause and the extent of the damage; The reasonable costs incurred in prevention or limitation of damage, to the degree that Customer can demonstrate that these costs have led to the limitation of the damage; The reasonable costs Customer is forced to make to have the Product fulfill the criteria parties agreed upon in writing.
13.6	Scriptware's liability for indirect damage, including consequential damage, loss of profit, loss of savings, mutilated and/or lost data, delays, losses, damage as a result of a failure of Customer to provide the required information or assistance, damage through corporate inactivity and/or claims from third parties against Customer, is expressly rejected.
13.7	With the exception of the case named in article 13.1 and13.4, Scriptware has no liability for damage compensation regardless of what an action towards compensation could be based upon.
13.8	Scriptware's liability exists solely when Customer immediately and appropriately notifies Scriptware of the deficiency in writing, proposing therein a reasonable time period for correction of the deficiency and Scriptware then culpably fails to meet the aforesaid obligations. The notification of deficiency ought to be as detailed a description of the deficiency as possible so that Scriptware is able to react adequately.
13.9	The condition for the existence of any right to compensation is always that Customer notifies Scriptware in writing within 60 (sixty) days after the damage came into existence, by registered mail, and takes the necessary measures to limit the damage as much as possible.
13.10	Customer indemnifies Scriptware from all liability regarding third parties due to allegations as a consequence of a deficiency in a product, system or service provided by Customer to third parties that consisted of a delivery made by Scriptware.
14	Reservations
14.1	Scriptware shall commence execution of the agreement between Scriptware and Customer only after a signed copy of the agreement drawn up by Scriptware has been received by Scriptware and/or having received payment of all amounts due fully and on time. Should Scriptware commence execution of the agreement prior to receiving a signed copy of the agreement and/or having received payment of all amounts due fully and on time, Scriptware reserves the right to suspend execution of the agreement pending receipt of a signed copy of the agreement and/or payment of all amounts due fully and on time.
14.2	Customer's rights, such as but not limited to the transfer of Products, are provided under the suspended condition that Customer pays the agreed compensations fully and on time. In case of failure to pay, Customer must return the Products to Scriptware at Customer's expense within one week of receiving the instruction from Scriptware to do so. All other remedies in law remain applicable.
14.3	If Customer fabricates a new product, on the basis of the Products delivered by Scriptware, this will be done on behalf of Scriptware and Customer will keep the new product for Scriptware until all amounts due on the basis of the agreement have been paid fully and on time. Scriptware will maintain all the rights as owner of the new product until the moment payments have been made fully and on time.
15	Risk
15.1	From the moment of delivery Customer will bear the risk of the Products delivered even if possible ownership and user rights have not yet been transferred. As a result Customer will be held accountable for full payment of the Products delivered regardless of the situation that the Products delivered have perished or that their value has declined due to circumstances for which Scriptware cannot be held accountable.
15.2	The aforementioned will also be applicable from the moment in which Customer does not make it possible for Scriptware to make a delivery.
16	Transfer
16.1	The agreement between Scriptware and Customer and the rights and obligations, which flow forth from this agreement, cannot be transferred to a third party by Customer without the prior written consent from Scriptware.
17	Force Majeure
17.1	Neither party is obligated to fulfill any obligation if they are prevented from doing so as a result of circumstances, which can be considered beyond their fault, and by law, legal act, or generally accepted practices cannot be held accountable for. The aforementioned circumstances include circumstances that are beyond Scriptware's power as well as business risks of Scriptware, these include but are not limited to failure to perform by a supplier of Scriptware, the late or non-availability of required information and specifications, bad weather conditions, fire, explosions, electricity failures, network failures, floods, illness, lack of staff, strike or other employment conflicts, accidents, actions by the government, not being able to obtain required licenses and/or permits, lack of materials, theft, traffic disruptions and/or transportation problems.
17.2	When force majeure is of a temporary nature, Scriptware has the right to suspend its commitments until force majeure has ceased to exist without being obliged to any form of damage compensation.
17.3	Scriptware reserves the right, in the case of force majeure, to collect payment for obligations already fulfilled before force majeure was known.
17.4	In the event that force majeure of either party surpasses a three month period, either party has the right to terminate the agreement without being obliged to any form of damage compensation regarding such termination.
18	Prices and Payments
18.1	All prices exclude VAT and other levies imposed by the government. The amounts invoiced to Customer will include applicable VAT and other levies possibly imposed by the government.
18.2	Scriptware has the right to charge payments in advance. If full payment of the advance is not made, Scriptware has the right, undiminished its other rights that may flow forth from the agreement, to suspend all its obligations and all amounts owed by Customer will be immediately due.
18.3	Scriptware will invoice the amount, appropriately itemized, owed by Customer on a monthly basis to Customer. Customer will pay all amounts indebted within 30 (thirty) days of the invoice date. These payments will not be subject to compensation or deduction other than when permitted by law.
18.4	Should Customer fail to fulfill any obligation, Customer is in breach without any further notification of breach being required. Scriptware reserves the right to charge all incurred costs to Customer, including judicial and extra-judicial expenses, with regard to the collection of debts from Customer. Extra-judicial collection costs amount to 15% of the debt, with a minimum of Euro 500, (five hundred). In any case Customer will be charged interest on a monthly basis, at the legal percentage rate, on all outstanding debts starting from the date of failure to pay.
18.5	Until full payment has been made, Scriptware has the right to suspend all services and obligations to Customer. The Customer's obligation to meet Customer's commitments remains unchanged.
18.6	The indebted amount in article 18.1 may be increased with order costs, postage costs and costs of third parties. An increase can also take place in the event that activities have to take place outside of Scriptware's office. In the event that activities need to take place outside of Scriptware's office, hourly rates, travel and waiting- time compensations, actual travel and/or kilometer compensation, hotel expenses and any other costs connected to such services will be charged. The travel and waiting- time compensation amounts to 50% of the current hourly rate. The means of transportation will be determined by Scriptware. The foregoing is also applicable on services provided outside of The Netherlands.
18.7	Unless agreed upon otherwise, the following payment schedule will apply to Customer:
	First term, 50% of the amount due will be paid as an advance; Second term, 50% of the amount due will be paid immediately after acceptance.
18.8	The prices agreed to between Scriptware and Customer are among other things based on the costs of salaries, social premiums, materials, and travel and accommodation costs, etc., as well as the rate of exchange between the currencies as applicable at the time of closing of the agreement. Scriptware is authorized, in case of changes to one or more of the cost items and/or changes in the rate of exchange, to adjust the prices to these changes.
18.9	Scriptware will offer Customer the possibility to become acquainted with possible changes in prices. If Customer does not agree with a price change, Customer will only be permitted to terminate the agreement from the date the change in price becomes applicable, if the total price increase during 1 (one) year exceeds the yearly inflation rate of the current year (or previous year for price increases announced for the next year) as published by the CBS (Dutch Bureau for Statistics) by 5%.
18.10	Above mentioned paragraphs leave all the legal rights of Scriptware, on the basis of Customer's failure to meet its obligations, unhindered.
19	Nullity
19.1	If one or more terms (or part of a term) of the agreement are nullified, declared to be nullified, annihilable or have lost their validity in another way, the other terms (or part of the term in question) of this agreement will remain in force undiminished.
19.2	In regard to terms (or part of the term) that are nullified, declared to be nullified, annihilable or lose their validity in another way, parties shall consult with each other to try to reach a substitute arrangement within which the parties shall strive for the maintenance of this agreement (or the remainder of the term in question) in its totality.
20	Intellectual and Industrial Property
20.1	Unless agreed upon otherwise in writing, all intellectual property rights, industrial property rights and other rights resulting from all activities and/or orders carried out by Scriptware, regardless when or where they were carried out, reside with Scriptware. Without the prior written consent of Scriptware, Customer is not permitted to duplicate, disclose and/or publish (parts of) the Products.
20.2	Unless agreed upon otherwise, Customer will be granted a license to use the Products upon delivery.
20.3	Customer shall protect Scriptware and hold Scriptware harmless from any allegation to the effect that the text, models, drawings, forms and other materials and documentation provided by Customer to Scriptware violate any right of a third party.
21	Applicable Law and Dispute Mechanism
21.1	All agreements made between Scriptware and Customer are governed by the laws of The Netherlands, unless otherwise agreed upon in writing.
21.2	Any disagreement between parties because of any agreement will be will be placed before a qualified court in Amsterdam, The Netherlands.
21.3	(Legal) claims of Customer under a agreement with Scriptware, lapse one year after they have incurred.