Definitions

1. Agurotech: Agurotech V., located in Amsterdam, Chamber of Commerce no. 81016816.
2. Client: the person with whom Agurotech has entered into an agreement.
3. Parties: Agurotech and Customer.

Applicability

1. These terms and conditions apply to all quotations, offers, activities, orders, contracts and deliveries of services or products by or on behalf of Agurotech.
2. The parties can deviate from these terms and conditions only if they are explicitly agreed upon in writing.
3. The parties expressly exclude the applicability of additional and/or different general terms and conditions of the Customer or third parties.

Prices

1. All prices used by Agurotech are in euros, excluding VAT and excluding other costs such as administration costs, levies and travel, shipping or transport costs, unless explicitly stated or agreed otherwise.
2. Agurotech has the right to adjust all prices for its products or services at any time.
3. Increases in the cost prices of products or parts thereof, which Agurotech could not foresee at the time of making an offer or concluding the contract, may give rise to price increases.
4. Agurotech will communicate price adjustments to the Customer prior to the time the price increase takes effect.

Payments and payment period

1. Agurotech reserves the right to change the delivery of products and services:
   1. make it conditional on immediate payment, and/or
   2. based on agreed payment terms.
2. The payment terms of Agurotech are regarded as strict payment terms. This means that if the Customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Agurotech having to send the Customer a reminder or declare him in default.

Consequences of late payment

1. If the Customer fails to pay within the agreed term, Agurotech is entitled:
   1. immediately suspend its obligations until the Customer has fulfilled its payment obligation.
   2. charge interest of 1% per month from the day the Customer is in default, with part of a month being counted as a full month.
2. If the Customer is in default, he is also obliged to pay extrajudicial collection costs and may be obliged to pay Agurotech damages.
3. Collection costs are calculated on the basis of the compensation for extrajudicial collection costs.
4. In case of liquidation, bankruptcy, attachment or suspension of payment for the benefit of the Customer, the claims of Agurotech on the Customer are immediately due and payable.
5. If the Customer refuses to cooperate with the performance of the contract by Agurotech, he is still obligated to pay the agreed price to Agurotech.

Right of withdrawal of goods

1. Once the Customer is in default, Agurotech is entitled to invoke the right of withdrawal with respect to the products delivered to the Customer free of charge in the case of pilot projects.
2. Agurotech invokes the right of withdrawal by written or electronic notice.
3. As soon as the Customer has been informed of the invoked right of withdrawal, the Customer must immediately return the relevant products to Agurotech, unless the Parties make other arrangements for the return.
4. The cost of collecting or returning the products shall be borne by the Customer.

Settlement

The Customer waives its right to set off any debt owed to Agurotech against any claim against Agurotech.

Property transfer

1. Agurotech remains the owner of all products delivered:
   1. Until the Customer has fully satisfied all of its payment obligations under any agreement with Agurotech, including claims relating to failures in the performance of the agreement;
   2. In the case of products provided free of charge for the purpose of conducting pilot projects.
2. Until then, Agurotech can invoke its retention of title and reclaim the products.
3. Before ownership is transferred to Customer, Customer may not pledge, sell, dispose of or otherwise encumber the Products.
4. If Agurotech invokes its retention of title, the contract will be dissolved and Agurotech is entitled to claim damages, lost profits and costs.

Delivery

1. Delivery of ordered products shall take place DAP (Incoterms 2020) to the address provided by the Customer.
2. Delivery takes place only after the agreed price has been paid in full.
3. In the event of late payment, the Customer is automatically in default and cannot object to late delivery by Agurotech.

Delivery time

1. Any delivery period specified by Agurotech is indicative and does not entitle the Customer to rescission or damages if this period is not met, unless the Parties have expressly agreed otherwise in writing.
2. Delivery begins once the Customer has fully completed the (electronic) ordering process and Agurotech has received payment.
3. Exceeding the specified delivery period does not entitle the Customer to compensation or the right to terminate the agreement.

Actual delivery

The Customer must ensure that the actual delivery of the products ordered by him can take place in a timely manner.

Transportation, Packaging, Shipping and Insurance

1. Transportation and insurance costs shall be borne by the Customer, unless otherwise agreed by the Parties.
2. If the packaging of a delivered product has been opened or damaged, the Customer must have a note made by the carrier or delivery person before receiving the product. In the absence of this, Agurotech cannot be held liable for any damages.
3. Agurotech undertakes to adequately insure the following items against fire, explosion and water damage, as well as theft during transport.
4. The Customer is liable – until such goods are returned – for all damages resulting from damage, loss or destruction of goods owned by Agurotech and located on the Customer’s premises during pilot projects.

Warranty

1. When the Parties enter into a contract with services included therein, these services contain only effort obligations for Agurotech, not result obligations.
2. The warranty with respect to products is for a period of 1 (one) year and applies only to defects caused by faulty manufacture, construction or material.
3. The warranty does not apply in cases of normal wear and tear and damage resulting from accidents, modifications to the product, negligence or improper installation or use by the Customer, or when the cause of the defect cannot be clearly determined.
4. The risk of loss, damage or theft of the products that are the subject of a contract between the Parties shall pass to the Customer when such products have been legally and/or actually delivered, or are at least in the control of the Customer or a third party receiving the product for the Customer.

Performance of the agreement

1. Agurotech performs the contract to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Agurotech is entitled to have the agreed services performed (in part) by third parties.
3. The execution of the agreement shall take place by mutual agreement and after written approval of these General Terms and Conditions and payment by the Customer.
4. Agurotech may perform maintenance or provide upgrades and/or updates to the services provided, in which case Agurotech will not be liable for the unavailability of the services.
5. Upon termination of the services provided, Agurotech will maintain and provide access to the Customer’s account and data for a period of 4 months. For clarity, Agurotech states that the Customer’s account will not be updated with new data during these 4 months.

Obligations of the Customer

1. The Customer shall use the Agurotech products and services in accordance with the manuals provided, these General Terms and Conditions and any additional terms and conditions agreed upon by the Parties.
2. The Customer shall refrain from modifying, (re)selling or duplicating any Agurotech products or services.
3. Any infringement of Agurotech’s rights with respect to products or services provided will be considered a material breach of these Terms and Conditions and will entitle Agurotech to terminate the agreement.

Duration of the agreement

1. The agreement between Agurotech and the Customer is entered into for an indefinite period of time, unless it appears otherwise from the nature of the agreement or the Parties have explicitly agreed otherwise in writing.
2. If an agreement has been entered into for a definite period, it will be tacitly converted into an agreement for an indefinite period of time after the expiration of the term, unless one of the Parties terminates the agreement subject to 2 months’ notice.

Termination of the agreement

1. The Customer may terminate an agreement concluded for an indefinite period at any time subject to 2 months’ notice.
2. The Customer is entitled to terminate the contract if Agurotech fails to properly fulfill its obligations, unless such failure does not justify termination because of its special nature or because it is of minor importance.
3. If the performance of the obligations by Agurotech is not permanently or temporarily impossible, termination can only take place after Agurotech has been declared in default.
4. Agurotech is entitled to terminate the contract with the Customer if the Customer does not fulfill his obligations under the contract in full or in a timely manner, or if circumstances give Agurotech good reason to fear that the Customer will not properly fulfill his obligations.

Intellectual property

1. Agurotech reserves all intellectual property rights (including but not limited to copyright, patent rights, trademark rights, database rights, design and model rights) in all products, designs, drawings, writings, data carriers or other information, quotations, illustrations, sketches, models, scale models or any other item to which these rights may apply within the scope of the products or services provided by Agurotech.
2. The Customer may not copy or have the intellectual property rights copied without the prior written consent of Agurotech, nor display and/or make them available to third parties or otherwise use them.

Licenses and Data

1. Data is collected to facilitate the provision of software updates, product support and other services related to Agurotech products and services. Agurotech will not use or disclose your data except as necessary to carry out its obligations or rights under this End User License Agreement (EULA) and the Terms and Conditions, or as directed or otherwise permitted by Customer.
2. By using the software, you consent to its use by Agurotech, and for other purposes as follows:
   1. Agurotech may use the data processed by the software to the extent necessary to provide the functionality for which the software was provided;
   2. Agurotech may collect and use technical information and related data, including but not limited to information and data processed by your device, system, software and peripherals;
   3. Agurotech may use the data to improve its products in ways that do not personally identify you, or to provide services or technologies to you.
   4. In the case of using your Agurotech account or by setting up or enabling the software for use with third-party devices (e.g., printers or other peripherals), you may direct data transmission from the products to networks, systems and applications not controlled by Agurotech. Agurotech therefore assumes no liability for inaccessibility, unauthorized access or security breaches in third-party platforms or devices.

3. This EULA is non-transferable and restricts you to use the software only on computers you own or control. You may not rent, lease, borrow, sell, redistribute or sublicense the software. You may not copy, decompile, reverse engineer, disassemble, attempt to derive source code, modify, or create derivative works from the software, updates, or any part thereof (except to the extent any of the foregoing restriction is prohibited by applicable law or permitted by the license terms applicable to open source components included with the software). Any attempt to do so is a violation of Agurotech’s rights. You may not make additional copies of the software than specifically stated in this EULA or publish the software for others to copy. If you violate these restrictions, you may be subject to prosecution and damages.
4. The parties agree that:
   1. The Customer owns its own data;
   2. Agurotech has exclusive access to Customer’s data storage account and owns all aggregate data and information created by the use of the Agurotech products and services provided.

Confidentiality

1. The Customer shall keep all information received (in any form) from Agurotech confidential.
2. The same applies to any other information about Agurotech that the Customer knows or can reasonably suspect to be secret or confidential, or the disclosure of which may cause damage to Agurotech.
3. The Customer shall take all necessary measures to ensure that it keeps the information mentioned in paragraphs 1 and 2 confidential.
4. The duty of confidentiality described in this article does not apply to information:
   1. which was already public before the Customer received such information or which later became public without being the result of a breach of the Customer’s duty of confidentiality;
   2. disclosed by the Customer due to a legal obligation;
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiration.

Fines

1. If the Customer violates the articles of these general terms and conditions on confidentiality or intellectual property, he forfeits on behalf of Agurotech an immediately payable fine of €5000 per violation and, in addition, an amount of 5% of the said amount for each day that such violation continues.
2. No actual damages, prior notice of default or legal proceedings are necessary for the forfeiture of the fine mentioned in the first paragraph of this article.

3. The forfeiture of the penalty mentioned in the first paragraph of this article does not affect Agurotech’s other rights, including its right to claim damages in addition to the penalty.

Complaints

1. The Customer must examine a delivered product or service from Agurotech for possible shortcomings as soon as possible.
2. If a delivered product or service within the warranty period of 1 (one) year does not meet what the Customer could reasonably expect from the agreement, the Customer must inform Agurotech of this as soon as possible, but in any case within 1 month after discovery of the shortcomings.
3. The Customer shall provide as detailed a description of the deficiencies as possible so that Agurotech can respond appropriately.
4. The Customer must demonstrate that the complaint relates to an agreement between the Parties.
5. If a complaint concerns ongoing work, under no circumstances can this result in Agurotech being forced to perform work other than that agreed upon.

Notification

1. The Customer must provide any notice of default to Agurotech in
2. It is the responsibility of the Customer that a notice of default actually reaches Agurotech (on time).

Joint and several liability of Customers

If Agurotech enters into an agreement with more than one Customer, they are jointly and severally liable for the full amounts due to Agurotech under that agreement.

Liability of Agurotech

1. Agurotech’s liability is limited to:
   1. terms and conditions relating to the warranty;
   2. the amount paid by a (professional) liability insurance company and in the absence of (full) payment by an insurance company of the damage, the amount of liability is limited to the (part of the) invoice to which the liability relates;
   3. direct damages arising out of or in connection with the performance of a contract.
2. Agurotech shall not be liable for any damage suffered by the Customer:
   1. if and to the extent such damage is caused by the unavailability of services provided by third parties necessary for the performance of the agreement;
   2. In the case of pilot projects;
   3. Agurotech is never liable for indirect damages, such as consequential damages, lost profits, missed savings or damages to third parties.
3. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Indemnification

The parties mutually indemnify each other and their current and former holding companies, subsidiaries, managers, directors, officers, shareholders, employees, representatives, agents, insurers and other affiliated entities against all third party claims related to the products and/or services provided by Agurotech.

Statute of limitations

Any claim of the Customer against Agurotech for compensation will in any case lapse after 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.

Force majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of Agurotech in the performance of an obligation to the Customer cannot be attributed to Agurotech in a situation beyond its control, when the performance of its obligations to the Customer is prevented in whole or in part or when the performance of its obligations to the Customer cannot reasonably be required of Agurotech.
2. The force majeure situation mentioned in paragraph 1 also applies – but is not limited to: emergencies (such as civil war, insurrection, riots, natural disasters, etc.); shortcomings and force majeure of suppliers, delivery companies or other third parties; unexpected power, electricity, Internet, computer or telecom failures; computer viruses, strikes, governmental measures, unforeseen transportation problems, bad weather conditions and labor strikes.
3. If a force majeure situation occurs that prevents Agurotech from fulfilling one or more obligations to the Customer, these obligations will be suspended until Agurotech can fulfill them.

4. From the moment a force majeure situation has lasted for at least 30 calendar days, either Party may rescind the agreement in writing in whole or in part.
5. Agurotech is not liable for (damage) compensation in the event of force majeure, even if it has obtained benefits as a result of the force majeure situation.

Modification of the agreement

If, after the conclusion of the Agreement and before its execution, it appears that it is necessary to modify or supplement its content, the Parties will timely and by mutual agreement modify the Agreement accordingly.

Changes to the general terms and conditions

1. Agurotech is entitled to amend or supplement these general terms and conditions.
2. Changes of minor significance may be made at any time.
3. Consumers have the right to cancel the contract in case of a substantial change in the general terms and conditions.

Transfer of rights

1. The Customer cannot assign his rights arising from an agreement with Agurotech to third parties without the prior written consent of Agurotech.

Consequences of nullity or voidability

1. If one or more provisions of these general conditions are found to be void or voidable, this shall not affect the remaining provisions of these conditions.
2. A provision that is void or voidable shall in such case be replaced by a provision that comes closest to the intention of Agurotech in drafting the terms and conditions.

Applicable law and competent court

1. Dutch law applies exclusively to all agreements between the Parties.
2. The Dutch court in the district where Agurotech is located has exclusive jurisdiction in case of disputes between the Parties, unless otherwise required by law.