Terms and conditions

General Terms and Conditions M+ Group B.V.

In these General Terms and Conditions, the following terms have the following meanings:
M+ Group: the private company M+ Holding BV as well as all (legal) persons affiliated with it, including its operating companies;
Contractor: M+ Holding BV or its operating companies established in the Netherlands, hereinafter referred to as M+;
Client: the (legal) person who, whether or not on the basis of a subscription relationship, uses the provision of M+ services;
Equipment: all machines and installations, including peripheral equipment, with which data is recorded or processed on Information carriers, as well as the associated parts;
Materials: systems, models, schedules, programs, data carriers and other documents that are made available to or by M+ in connection with the agreement;
Information carriers: all forms, magnetic tapes and discs and all other means on which data is or can be recorded.

These General Terms and Conditions apply to every offer, assignment or agreement with regard to advice to be provided by M+, work to be performed or delivery of materials, data carriers or equipment, unless expressly and in writing deviated from this. M+ hereby explicitly rejects the applicability of the terms and conditions used by the other party. Deviation from these terms and conditions can only be made in writing. Without prejudice to the provisions of these conditions, telemarketing activities are quoted, confirmed and carried out in accordance with the ISO 9001 quality standards.

M+ offers a total system to effectively locate prospects, support the marketing strategy for clients and realize communication with prospects or customers. Despite the accuracy it strives for, M+ cannot be held liable for incompleteness and/or inaccuracy in the data, advice and research results it provides.

4.1 All offers made by M+, in whatever form, are without obligation, unless expressly stated otherwise.
4.2 All our quotations are based on the information provided by the client. The client is therefore obliged to provide us with all information essential for the quotation, design and implementation of the agreement.
4.3 If an offer is accompanied by budgets, plans, telephone scripts, software, data carriers or other documents, these will at all times remain the (intellectual) property of M+ and must be returned to us carriage paid upon first request. They may not be reproduced or made available to third parties without the permission of M+.
4.4 Sending offers and/or (other) documentation does not oblige M+ to accept an assignment. Non-acceptance will be notified to the client by M+ as soon as possible, but in any case within 14 days.
4.5 M+ reserves the right to refuse orders without stating reasons.
4.6 Unless stated otherwise, the prices of M+ are based on delivery, ex works, warehouse or other storage location, exclusive of VAT, import duties, other taxes, levies and duties; excluding the costs of packaging, loading and unloading, transport and insurance; - stated in euros; any exchange rate changes will be passed on; - excluding the costs of information overview, such as postage, telecommunication costs, etc.
4.7 In the event of an increase in one or more of the cost factors, M+ is entitled to increase the order price accordingly; all this with due observance of any existing statutory regulations, on the understanding that future price increases already known must be stated in the order confirmation. Furthermore, M+ can revise the prices annually. If M+ decides to revise, the client will be notified of the price change one month before sending the invoice. If the price increase amounts to more than 10% compared to the most recently paid price, the client may terminate the agreement.

5.1 Subject to the provisions set out below, an agreement with M+ is only concluded when M+, after M+ has received an order from the client, confirms this or starts with the execution of the order. The order confirmation is deemed to represent the agreement correctly and completely, unless the other party has immediately protested against this in writing.
5.2 Any additional agreements or changes made at a later date only bind M+ if they have been confirmed in writing by M+.
5.3 Each agreement is entered into on behalf of M+ under the condition precedent that the client - at our sole discretion - appears to be sufficiently creditworthy for the financial performance of the agreement.
5.4 M+ is entitled upon or after entering into the agreement, before (further) performance, to demand security from the client that both payment and other obligations will be met.
5.5 All materials to be delivered or processed by M+ must be delivered on time and carriage paid to the address of M+ in Alphen aan den Rijn and/or an address to be designated by M+, accompanied by a consignment note or consignment note, which must be signed by M+. are. In the case of non-carriage paid delivery, paid freight costs will be charged to the client, without prejudice to M+'s right to refuse a non-carriage paid delivery.
5.6 M+ has the right to return orders that have already been processed, which in terms of content or form appear to be contrary to the law and/or the rights of third parties, i.e. to dissolve the agreement.

Delivery is made under the following conditions: - only proper use by the client is permitted. M+ cannot accept any responsibility or liability after delivery, and in case of a different use than agreed; - addresses remain the property of M+ and may only be used once; - M+ does not accept any
liability in the event of differences between the quoted and delivered quantities; - rejection of the stipulated article only applies after written confirmation by M+; invoice amount. Of the Material to be sent, processed or delivered, a maximum of 10% is charged for insertion, typing and/or routine errors. Remainders of printed matter etc. will be returned within 30 days after the order has been executed. Costs of return, insurance and packaging are for
account of the client. Special wishes with regard to the delivery, packaging and transport of the mailing, samples and other articles must be brought to the attention of M+ in good time. Additional costs associated with these special assignments are for the account of the client.

Delivered company addresses are guaranteed up to one month after delivery with a return percentage of 2% maximum. For private addresses, a maximum of 5% applies. The Client is entitled to a return compensation of twice the invoiced address price for those numbers that exceed the stated maximums, provided that the address carriers have been sent to M+ within 30 days of delivery. Only official mail returns are eligible for this, shipments refused by addressees are not covered by this scheme. Foreign address material is guaranteed according to the terms and conditions set by the relevant foreign correspondents.

M+ will select employees for these activities with the greatest possible care. However, M+ excludes any liability for any undesirable consequences of their actions, as a result of, for example, slips of the tongue, forgetting part of the telephone script or offer, etc., including any consequential damage caused as a result. Likewise, M+
take all necessary steps to ensure adequate fault-free operation of its communication links. Since M+ is highly dependent on third parties in this respect, it excludes any liability in this regard.

Unless agreed otherwise, delivery will be made to the home/company of the other party. Free delivery only takes place if and insofar as this has been agreed by M+ with the other party and is indicated on the invoice or otherwise. If the assignment cannot be carried out because the client has not provided the information or materials required for this purpose, M+'s delivery obligation will be suspended until this information or material has been provided. If the client fails to do so for more than one month, M+ is entitled to terminate the agreement and charge the client for all costs and loss of profit that have arisen in connection with this assignment, with a minimum of 20%. of the invoice value. Times of delivery or distribution of material and/or information are given in good faith, but are approximate and do not form part of the contract. M+ is not liable for any damage whatsoever caused by failure to deliver or distribute the material and/or information at the specified time or times.

In the event of cancellation of the assignment, M+ has the right, in accordance with the performance of its activities, to charge the associated costs to the client, with a minimum of 20% of the invoice value. In the event of cancellation of the assignment before the moment of actual execution by M+ and in the event that the client changes the agreed period, M+ will charge the client 20% of the quoted or agreed price.

In this context, “force majeure” is understood to mean: any circumstance independent of the will of the parties or unforeseeable circumstances as a result of which fulfillment of the agreement can no longer reasonably be required by the other party. Force majeure will in any case include: strikes, riots, state of war and/or martial law, unexpected government measures, insofar as they affect the performance of the agreement, excessive absenteeism of employees of M+ and/or people involved in the performance of the agreement, business failures at M+ or its suppliers. M+ is not obliged to demonstrate the influence of the circumstances described above. If, in the opinion of M+, the force majeure will be of a temporary nature, it has the right to suspend the performance of the agreement until the circumstance causing the force majeure no longer occurs. If, in the opinion of M+, the force majeure situation is of a permanent nature, it has the right to suspend the performance of the agreement until the circumstance causing the force majeure no longer occurs. If, in the opinion of M+, the force majeure situation is of a permanent nature, then M+ has the right to dissolve the agreement in whole or in part by means of a written statement, without being obliged to pay any compensation. The latter also applies if M+ enjoys any advantage as a result of the force majeure. M+ is entitled to claim payment for the performances performed in the performance of the agreement in question, before the circumstance causing force majeure has become apparent. The party that believes that it is (or will be) in force majeure must immediately inform the other party.

Any complaints will only be dealt with by M+ if they have reached it directly in writing within 7 days after delivery of the relevant performance, with an accurate statement of the nature and grounds of the complaints. Complaints about invoices must also be submitted in writing within 7 days of the invoice date. After the expiry of this term, the client is deemed to have approved the performance delivered or the invoice, respectively. In that case, complaints will no longer be processed by M+. If the complaint is found to be justified by M+, this suspends the payment obligation of the client until the moment at which the complaint has been settled.

Goods travel at the risk of the client. Delays in the transport provided by M+, due to force majeure, are at the expense of the client. The material to be processed or delivered can, on request, be insured against theft, fraud, loss, loss and/or damage at the expense of the client. In the event of non-insurance by the client, M+ does not accept any liability for the aforementioned risks. The goods are insured from the moment they are received by M+, in particular against fire and water damage.

Unless agreed otherwise in writing, payment must be made in cash without discount or set-off upon delivery, or by deposit or transfer to a bank or giro account designated by M+ within 14 days of the invoice date. The value date indicated on M+'s bank/giro statements is decisive and is therefore regarded as the payment date. All payments made by the client serve primarily to settle any interest and collection costs incurred by M+ and subsequently to settle the oldest outstanding invoices. If the client::
a. is declared bankrupt, assigns his estate, submits a request for suspension of payment, or if all or part of his property is seized,
b. dies or is placed under guardianship,
c. fails to comply with any obligation imposed on it by virtue of the Law or of these conditions,
d. fails to pay an invoice amount or part thereof within the period set for this,
e. proceeds to cessation or transfer of its business or an important part thereof, including the contribution of its business to a company to be established or already existing, or changes the object of its business, M+ has by the mere occurrence of one of the stated circumstances has the right either to dissolve the agreement or to claim in full any amount owed by the client on the basis of the services provided by M+, immediately and without any warning or notice of default being required, all without prejudice to our right to compensation of costs, damages and interest. If payment has not been made within the period stated in the previous article, the client will be in default by operation of law and will owe interest of 1.5% per (part of a) month on the outstanding amount from the invoice date. All judicial and extrajudicial costs to be incurred will be borne by the other party. The court costs also include all actual costs of legal and procedural assistance incurred during legal proceedings, which exceed the liquidation rate. The extrajudicial collection costs amount to at least 15%, with a minimum of EUR 150, of the amount owed by the other party, including the aforementioned interest.

M+'s liability is limited to the amount covered by its insurance if and insofar as this liability is covered by its insurance. If the insurance does not pay out in any case or if the damage is not covered by the insurance, the liability is limited to the amount of the invoice. However, M+ is fully liable for the damage if there is intent or gross negligence on the part of M+ or its managerial subordinates.

Separate agreements must be made for assignments from foreign clients or clients where the execution takes place wholly or partly in or for the benefit of a foreign country. Insofar as not otherwise agreed, provisions of these general terms and conditions apply to the agreement.

Both during and after completion of the assignment given to him, the contractor retains all rights, in particular with regard to intellectual property, with regard to the advice, reports, sketches and designs, working methods, information, materials and telephone script and programs provided by him, whether or not in software form. In case of established use thereof, by the client other than expressly permitted by the agreement, the contractor is entitled to apply the provisions of article
14 as well as to re-indication of his property. The client will then also forfeit a fine of at least EUR 5,000 for each violation or each day that the client fails to comply with the contractor's request. The provisions of the previous paragraph apply mutatis mutandis in the event of early termination by one of the parties. The client is only indemnified after written approval by the contractor. In the event of the delivery of materials, information carriers or equipment, the contractor has a retention of title for this, until the client has fully fulfilled its payment obligation. Costs of rehabilitation are at the expense of the client. The client guarantees M+ at all times that the use of data provided by the client or otherwise will not bring us into conflict with legal regulations or protected rights of third parties. Furthermore, it fully indemnifies M+ against all direct and indirect consequences of claims that third parties may assert against us on account of breach of this guarantee.

The client is not permitted to employ M+ employees who are engaged in the context of the assignment or to have them perform work in any other form without written permission from M+. This prohibition therefore includes employment contracts, contracts for services, contracts for the contracting of work, contracts for the provision of certain services and any other contract under which the said employee performs work for the client. Violation of this prohibition will result in an immediately due and payable fine of EUR 12,500 per violation, without prejudice to any further damage suffered by M+ as a result of such conduct. This stipulation also applies for a period of six months after the end of the assignment.

Dutch law applies exclusively to all our offers, agreements and their implementation. All disputes, including those considered as such by only one party, arising out of or in connection with the agreement to which these terms and conditions apply or the relevant terms and conditions themselves and their interpretation or implementation, whether of a factual or legal nature, will be settled by the competent civil court within whose jurisdiction our place of residence is located, unless the subdistrict court has jurisdiction.