GENERAL TERMS AND CONDITIONS

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The general terms and conditions mainly apply to Spyre’s Premium services and also apply to additional services on the Freemium version of the Spyre App.

Article 1 Concepts

In these General Terms and Conditions, the following terms are used with an initial capital letter.

Assignment is understood to mean: the activities as further described in the Agreement for Services between the Client and the Contractor.
Agreement for Services is understood to mean: the written Assignment between the Client and the Contractor as referred to in Article 3, under which the Contractor provides services to the Client.
Client is understood to mean: the natural person or legal person who enters into or has entered into an Agreement for Services with the Contractor for the execution of the Assignment.
Contractor is understood to mean: Spyre B.V., established in Breda, registered in the Chamber of Commerce under number: 84702672.
Expert(s) means:
- i. the person who has an employment contract with Spyre and who performs or will perform work for the Client, or
- ii. the self-employed person who performs services for the benefit of the Client with regard to the Assignment pursuant to a Contract for Services with the Contractor, or
- iii. the person who, pursuant to an employment contract with a third party, performs work for the benefit of the Client at and under the management and supervision of the Client (hiring in) via the Contractor.

Article 2 Applicability

These General Terms and Conditions apply to all offers, assignments and agreements between the Client and the Contractor with regard to the deployment of Experts.
In the event of a conflict between the provisions of the Agreement of Services and these General Terms and Conditions, the Agreement of Services will prevail.
The applicability of General Terms and Conditions other than the present terms and conditions to the Assignment, including any General Terms and Conditions of the Client, is expressly excluded.
Deviating and additional terms and conditions form part of the Contract for Services between the Contractor and the Client if those terms and conditions have been expressly accepted in writing by both the Contractor and the Client.
If any provision of these General Terms and Conditions is null and void or is nullified, the other provisions will remain in full force and the Contractor and the Client will enter into consultations in order to agree on a new provision to replace the null and void or nullified provision, whereby the purpose is achieved as much as possible. and the purport of the invalid or voided provision are observed.
Once these General Terms and Conditions have been applicable to a legal relationship between the Contractor and the Client, the Client is deemed to have agreed in advance to the applicability of the General Terms and Conditions to agreements concluded and to be concluded subsequently, including amendments and additions to the General Terms and Conditions.

Article 3 Establishment of the agreement

The Contractor provides written confirmation of the Assignment in the Agreement for Services to the Client in which all specific matters relating to the Assignment issued by the Client are stated, such as the name of the Expert, the nature and (estimated) duration of the work, as well as the rates and any deviating and/or additional conditions.
Acceptance of the Assignment takes place by means of signing the Agreement for Services by the Client. There is also acceptance if it appears from the behavior of the Client that the Assignment has actually been carried out.

Article 4 Offers/quotations

All offers, quotations and prices of the Contractor, wherever published and however made, are always without obligation, unless expressly agreed otherwise in writing.

Article 5 Services

The Contractor supports the Client by providing and deploying an Expert to the Client. The period during which the Expert is deployed or the (estimated) duration of the work is stated in the Agreement of Services.
The Contractor will make every effort to ensure that the Expert has the expertise and craftsmanship that may be expected by the Client in normal circumstances, given the nature and scope of the Assignment.
The Client has its own responsibility to independently test the expertise and skills of the Expert (nominated by the Contractor).
At the written request of the Client, the Contractor will endeavor to ensure that the Expert conforms in writing to the (internal) regulations set by the Client with regard to the Assignment, insofar as this can reasonably be expected of the Expert.
The Client is not permitted to employ an Expert outside the Netherlands without expressly knowing the Contractor and without obtaining its prior written consent. If permission is obtained, the Client must in any case provide the Contractor with a statement of the country, place, the nature of the work and the estimated duration of the stay abroad.
If, in the opinion of the Contractor, there is reasonable cause to do so, the Contractor is at all times permitted to replace the Expert as stated in the Agreement of Services with another Expert. The provisions of Article 5.2 are fully applicable.
If an Expert is no longer available due to termination of employment or long-term illness, the Contractor will make every effort to arrange for a replacement after consultation with the Client. The provisions of Article 5.2. applies without prejudice.
The Client may not transfer its rights and/or obligations under the Agreement of Services in whole or in part to a third party or third parties without the explicit prior written consent of the Contractor.

Article 6 Liability

The Contractor is not liable for damage resulting from the deployment of an Expert who appears not to meet the requirements set by the Client, unless the Client submits a written complaint in this respect within a reasonable period after the Expert has been made available and there is of an attributable shortcoming of the Contractor in the selection.
A shortcoming by the Contractor in the selection is not attributable if the shortcoming arises from incomplete, late or incorrect information regarding the work to be performed provided by or on behalf of the Client.
The total liability of the Contractor towards the Client under the Agreement of Services is limited to the amount that is paid out in the relevant case under the liability insurance taken out by the Contractor. If, for whatever reason, no payment is made under the said insurance, any liability of the Contractor is limited to the amount of the amounts invoiced by the Contractor to the Client in connection with the relevant Assignment (excluding VAT), with a maximum of € 500,000. -.
The liability of the Contractor towards the Client in connection with the Agreement of Services for any damage other than direct damage, including indirect damage, consequential damage, trading loss and/or damage caused by delay, is expressly excluded.
The Client indemnifies the Contractor against any claim from third parties due to an error by the Expert involved in the work, expressly including liability under Section 6:170 of the Dutch Civil Code.
The maximum amount referred to in paragraph 3 will lapse if and insofar as the damage is the result of intent or gross negligence on the part of the Contractor.
A condition for the right to any compensation is that the Client has protested to the Contractor in writing and with reasons within 3 months after he has discovered the shortcoming or should reasonably have discovered it. Any claim against the Contractor under a Contract for Services expires on the earliest date of (i) 12 months after the Client was or should have been aware of the damage-causing event or (ii) 12 months after the Assignment has ended.
The Contractor is not liable for damage to items made available to the Expert by the Client in the context of the performance of the work.

Article 7 Rates

The work to be performed by the Expert in connection with the Assignment will be reimbursed by the Client to the Contractor on the basis of the actual number of hours spent on the execution of the Assignment.
The hourly rate and/or daily rate is stated in the Agreement of Services. The rate applies exclusively to the Expert named in the Agreement of Services.
The rate stated in the Agreement of Services applies to the calendar year in which the Commission was issued by the Client in accordance with Article 3 of these General Terms and Conditions. Price increases that are the result of (semi)government measures or other binding regulations will be passed on to the Client with effect from the time of entry into force of said change(s). In addition, the Contractor expressly reserves the right to adjust the rates to cost developments and to pass these on to the Client.
If expressly stated in the Agreement of Services, the Contractor is entitled to charge the Client for expenses incurred by the Contractor in connection with the Assignment in addition to the rate for the hours spent.
Travel costs are not included in the rate and will be charged at € 0.50 per kilometre excluding VAT, regardless of the travel method. The kilometres are calculated from the location of the Expert to the address of the assignment.

Article 8 Invoicing

The Contractor will invoice the Client monthly in arrears for the fee owed by the Client in connection with the performance of the Assignment.
Objections to the correctness of an invoice must be submitted to the Contractor in writing, stating reasons, within 14 days of the invoice date, failing which the Client is deemed to have agreed to the entire invoice.
If the Client disputes the correctness of an invoice, it is nevertheless obliged to pay the undisputed part. Any right of the Client to invoke suspension (as referred to in Article 6:52, 6:262 or 6:263 of the Dutch Civil Code) or settlement is expressly excluded.

Article 9 Payment

Payment must be made within 14 days of the invoice date, unless expressly agreed otherwise in writing. Payment can only be made by transferring the amount due to a bank account in the name of the Contractor.
In the event that the Client (i) does not pay any amount owed by it on time, or (ii) applies for suspension of payment, applies for a declaration of bankruptcy, is declared bankrupt or offers an arrangement outside bankruptcy, all claims of the Contractor against the Client will be immediately settled. fully due and payable without any summons, notice of default or judicial intervention being required, and from that moment on these claims will be increased by the statutory default interest calculated on the principal sum of the amount thus due, whereby part of the month will be calculated as a full month.
All extrajudicial and judicial costs incurred by the Contractor in connection with the collection by the Contractor of any payment owed by the Client will be borne by the Client. The extrajudicial costs are set at a minimum of 15% of the total amount due with a minimum of €150.
Each payment by the Client will first of all serve to pay the costs and fees, then to pay the interest owed and only then will serve to pay the principal sum of the outstanding claims.
If, in the opinion of the Contractor, the creditworthiness of the Client gives reason to do so, the Contractor may require the Client to provide adequate security in favor of the Contractor for the Client to comply with its obligations under the Agreement of Services, failing which the Contractor will not be able to continue the performance of the agreement. may suspend until the Client has fulfilled this obligation in the opinion of the Contractor.

Article 10 Protection against dangers

In principle, the work is carried out at the location of the Client and/or its customer. The Client will fully observe all provisions of Article 7:658 of the Dutch Civil Code (protection against dangers) with regard to the Expert. The Client is fully liable to the Expert in that context. In this context, the Client expressly indemnifies the Contractor against all damage and costs that the Contractor suffers in connection with any claim from the relevant Expert on that basis.

Article 11 Confidentiality

Unless he has a legal or professional obligation to disclose, the Contractor is obliged to observe confidentiality vis-à-vis third parties of confidential information about the Client obtained during the performance of the work. This obligation also applies to the Expert involved in the work.
Confidential information is in any case understood to mean all information designated as such by the Client.
The Contractor will take all possible precautions to protect the confidentiality vis-à-vis third parties of confidential information about the Client obtained during the performance of the work.
The Contractor is not entitled to use the information made available to it by the Client for a purpose other than that for which it was obtained. However, an exception is made to this in the event that the Contractor acts on its own behalf in any legal proceedings, in which respect this information may be important in the opinion of the Contractor.
The Client is obliged to comply with the legal provisions regarding privacy protection with regard to the (personal) data provided by the Contractor in the context of the Assignment.

Article 12 Payment of social security contributions and taxes

The Contractor guarantees to the Client the compliance with the social insurance laws and tax laws with regard to the Expert who is (was) involved in the work. The Contractor indemnifies the Client against all claims and/or additional assessments of social security charges and/or taxes with regard to the Expert.
At the request of the Client, the Contractor will provide written proof of the payment of taxes and social security contributions to the Expert.

Article 13 Cooperation by the client

In the event that an Expert of the Contractor performs work at the Client’s location, the Client will enable the Expert to perform the work properly and provide the employee free of charge with adequate workspace and facilities in accordance with the legislation on working conditions that are necessary for the performance of the agreed work.
At the first request of the Contractor, the Client will provide insight into the wages and other remunerations that employees who work in an equal or equivalent position to that in which the Expert works are generally entitled.
The Client must inform the Contractor in writing as soon as possible of (changes in) facts and circumstances that are or could be reasonably important in the context of the performance of the Assignment.

Article 14 Ownership

All documents provided by the Client to the Expert in the context of the work are and remain the full property of the Client.

Article 15 Takeover Expert(s)

The Client is not permitted to have the Expert perform work for itself, either directly or indirectly (through third parties), other than with the prior written consent of the Contractor.
The prohibition referred to in paragraph 1 applies during the term of the
Agreement of Services as well as for a period of twelve months after termination of the Agreement of Services.
In the event of a violation of this article, the Client will forfeit to the Contractor, without any notice of default or judicial intervention being required, an immediately due and payable fine of € 20,000 per violation, increased by € 500 per day for each day that the violation continues after the Contractor has been notified of this. has notified the Client in writing, without prejudice to any other rights that the Contractor is entitled to, including the right to claim compensation.
If the Client uses the Expert to perform work for third parties, the Client will include a perpetual clause in the agreement with the relevant third party in favor of the Contractor of the same content and purport as this Article 16.

Article 16 Use of logo

The Contractor is entitled to use the word and/or logo of the Client without prior consultation with the Client in communications of a publicity nature, including but not limited to advertisements, advertising campaigns and the Internet. The Contractor does not owe any compensation to the Client for this.

Article 17 Termination agreement

The Agreement of Services ends by operation of law, without notice being required, on the end date stated in the Agreement of Services. Interim termination is possible subject to a notice period of 2 weeks. The consequences of the cancellation will be discussed in mutual consultation.
Both the Client and the Contractor have the right to cancel. The notice period commences on the first day of the month following the month in which written notice was given.
If, without objection from the Client, the Expert continues his work after the end date stated in the Agreement of Services, the Agreement of Services will be deemed to have been extended for an indefinite period. Cancellation is possible subject to a notice period of one month.
Both the Client and the Contractor have the right to terminate the Agreement of Services with immediate effect, without judicial intervention, by written statement addressed to the other party:
1. if there is a shortcoming of the other party that cannot be remedied by its nature;
2. if the other party, after a written notice of default with a reasonable term for remedying the shortcoming, has not rectified the shortcoming after the expiry of that period and remains in default with regard to its obligations under the Agreement of Services;
3. if the other party applies for suspension of payment, applies for its bankruptcy, is declared bankrupt or offers an arrangement outside bankruptcy, or if a petition for bankruptcy is made by the other party;
4. if there are circumstances of a serious nature, whereby the parties or one of the parties cannot be required to continue the agreement until the end date.
The termination of the Agreement of Services for whatever reason does not release the parties from the current obligations under the Agreement of Services.

Article 18 Applicable law/disputes

Only Dutch law applies to each Agreement of Services.
These General Terms and Conditions are available in both Dutch and English. In case of possible contradictions, the Dutch text is binding.
All disputes between the Contractor and the Client under an agreement regarding the deployment of Expert(s) will be submitted exclusively to the competent court in Amsterdam or, at the discretion of the Contractor, to the competent court in the place of residence of the Client.

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Last modified date Spyre General Terms and Conditions: 2022-06-13

Last publication date Spyre General Terms and Conditions: 2022-06-13