Migration Scoping - General terms and conditions services Splendid Data Nederland B.V.

1	Subject of the agreement
1.1	The provider will provide services for the client, as these are stated in the separate service delivery agreement, further referred to as the contract. 
1.2	The provider reserves the right to replace employees as long as doing the work, with which the provider is tasked, is not jeopardized.

2	Place and times of the work
2.1	The services to be provided by the provider will be provided both at the provider’s location and at the client’s location.
2.2	The services provided at the client’s location will be done on workdays during the client’s usual office hours.
	Provider is obligated at the request of the client to do work on other days or at other times than stated in the previous sentence of this paragraph. 
2.3	The client must, at the request of the provider, expand the usual office hours as stated in paragraph 2.2 if this is desirable for the realization of the contract.

3	Mutual obligations
3.1	The provider is obligated to do the work for the benefit of the contract.
3.2	The client is obligated to keep the circumstances optimal for doing the work for the benefit of the contract.
3.3	If there is a force majeure situation for one or both parties in the fulfillment of the obligations, client will agree on a revised contract in consultation with the provider. 

4	Rates
4.1	Providing the services for the benefit of the contract will be charged on the basis of post-calculation, unless expressly stated otherwise. 
4.2 	The provider will report the hours invested per activity to the client at the end of each month.
4.3	The services that fall outside the usual office hours of the client and outside the normal workdays will be increased in proportion to the number of hours by a surcharge of 50% and 100%, respectively. In the event of legal holidays, a surcharge of 300% applies.

5	Payment
5.1	The hours to be reported as mentioned in Article 4.2 are the basis for the invoicing.
5.2	The invoices have a payment term of 30 days; if this term is exceeded, there will be an automatic increase of the invoice amount by 2%. The payment term applies from the invoice date.

6	Liability of suppliers; indemnification
6.1	Provider accepts the legal obligation to damage compensation insofar as that obligation is apparent from Article 6.
6.2	In the event of an attributable shortcoming in the fulfillment of the agreement, provider is only liable for substitution damages, that is to say, compensation of the value of the lacking performance. Every liability of provider for any other form of damage is excluded, including additional damage compensation in any form whatsoever, compensation for indirect damages or consequential damage or damage due to lost profits. Provider is further in no case liable for damage from delays, damage due to loss of data, damage due to exceeding delivery terms as a result of modified circumstances, damage as a result of providing defective cooperation, information or materials by the client and damage due to explanations and recommendations given by provider, when the content of such are not expressly part of a written agreement.
6.3	The damage compensation to be paid by provider due to attributable shortcoming in the fulfillment of an agreement will in no case amount to more than 50 (fifty) percent of the total amounts invoiced on the basis of that agreement (excluding VAT) and the not-yet invoiced amounts (excluding VAT) for already delivered products or services which provider could have already invoiced on the grounds of the agreement. If and insofar as the agreement is a continuing performance agreement, the damage compensation due to attributable shortcoming shall in no case amount to more than the price (excluding VAT) stipulated for the relevant agreement for the performance of provider in the period of three months preceding the default of provider. The amounts and prices intended in Article 6.3 will be reduced by credits stipulated by the client and granted by the provider.
6.4	In the event of an unlawful act of provider, or of provider’s employees or subordinates for which provider can legally be held liable, provider is only liable for compensation of damage due to death or bodily injury and for other damage, the latter insofar as due to intent or gross negligence. In these cases, the damage compensation shall in no event amount to more than € 1,000,000.00 (that is: ‘one million euros’) per damage event, whereby a series of related events applies as one event.
6.5	Liability of provider for damage due to unlawful act, other than as intended in Article 6.4, is expressly excluded. If and insofar as this does not apply, the damage compensation per event – whereby a series of related events applies as one event – shall in no case amount to more than the price (excluding VAT) stipulated in the agreement between the parties in the context of which the event occurred or, in the absence thereof, the agreement that is in effect between the parties at the moment of the occurrence of the damage, yet never more than € 1,000,000.00 (that is: ‘one million euros’).
6.6	A condition for the existence of any right to damage compensation is that client has reported the damage in writing to the provider as soon as reasonably possible after it occurs. 
6.7	Client indemnifies provider for all damage that provider might suffer as a result of claims of third parties related to the goods or services delivered by the provider, including:
•	claims of third parties, including employees of client, who suffer damage which is the result of unlawful acts of employees of the provider who are made available to client and who are working under the supervision of client or at client’s direction;
•	claims of third parties, including employees of client, who suffer damage in relation to the fulfilment of the agreement that is the result of actions or negligence of the client or of unsafe situations in the client’s business;
•	claims of third parties who suffer damage which is the result of a defect in the products or services delivered by provider that are used, modified or passed on by the client with the addition of or in connection with the client’s own products, programming or services, unless client proves that the defect is not the result of use, modification or passing on as intended heretofore.

7	Confidentiality
7.1	The provider and partners engaged by the provider shall, during the term of the agreement and thereafter, maintain strict confidentiality with respect to information about the client’s organization. Provider shall contractually impose the same duty of confidentiality on provider’s personnel and others under provider’s supervision who are involved in the fulfillment. Except with prior written consent from the client, the provider will not make any information or information carriers that are available to provider available to third parties and will only make these known to provider’s personnel insofar as this is needed for delivering the agreed performance.
7.2	Personnel of the provider who are involved in doing the work, insofar as that work is done at the client’s location, are required to follow the security procedures maintained by the client. 
	The client is entitled to demand that good conduct declarations be presented in advance for personnel utilized by the provider for the fulfillment of the agreement.
7.3	Neither party will mention this agreement or a further agreement in publications or advertising without written consent from the other party.

8	Dissolution
8.1	Each of the parties has the right in the cases described below in Articles 8.1 through 8.3 and insofar as granted herein to wholly or partially dissolve the agreement with immediate effect.
8.2	Either party when the counterparty is granted temporary or final suspension of payments, or the counterparty is declared bankrupt.
8.3	Either party when the counterparty relies on force majeure and the period of force majeure has lasted longer than three months or as soon as it is established that it will last longer than three months.
8.4	Either party when the counterparty does not fulfill any other obligation under this agreement when that obligation is of such a serious nature that the counterparty cannot be reasonably expected to maintain the agreement and the failing party, after being given notice of default by means of registered letter, continues to fail to meet this obligation or to take appropriate steps to correct this.

9	Other obligations
9.1	Parties will not or will only with mutual consent hire each other’s employees during the fulfillment of the contract and during a period of one year thereafter, on penalty of a fine of € 500.00 per day for every day that the violation continues, after this has been reported in writing to the counterparty.