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General Terms SevenLab BV 

Version: 18-02-2021



   
Article 1 / Definitions
In these General Terms and Conditions and the Agreements, the following terms shall have the following meanings in both singular and plural:
  1. General Terms and Conditions: these General Terms and Conditions, irrespective of the form in which they have been made known;
  2. SevenLabSevenLab BV, with offices at Danzigerbocht 39 - G, 1013 AM, Amsterdam;
  3. Third partiesParties other than SevenLab and Customers of SevenLab;
  4. CustomerThe Party with whom SevenLab has entered into an Agreement;
  5. ServiceThe activities SevenLab performs for the Customer, and/or services SevenLab provides, as well as all other (legal) acts as described in the Agreement;
  6. Errors: The attributable failure of the functional specifications delivered by SevenLab compared to the functional specifications expressly agreed upon in writing between the Parties. Errors can only be considered as such if the Customer can prove them;
  7. Repair work: the Service concerning the execution of remedial actions after the occurrence of Errors; 
  8. Intellectual Property Rights: all intellectual property and related rights, such as trade name rights, trademark rights, design rights, copyrights, database rights, neighboring rights and patent rights, as well as domain names and rights to know-how created by SevenLab in the course of providing the Services;
  9. Additional workThe SevenLab activities performed or to be performed or other performances that are outside the content and / or scope of the agreed activities and / or performances; 
  10. PartiesCustomer and SevenLab;
  11. MaintenanceService: the service that SevenLab can provide to the Customer on the basis of a separate Agreement, including upgrades of the purchased Service and/or updates of the used Software;
  12. Agreement: The written Agreement that SevenLab has entered into with a Customer;
  13. TermThe period agreed by SevenLab and the Customer within which the Order will be completed. 
  14. WrittenWritten communications may be made by letter or e-mail.
  15. Software: The software of SevenLab, including (web) applications, associated documentation, external functionalities, interfaces, layout and other software-related products/services, as further described in the Agreement, if applicable.
   
Article 2 / General
 
  1. The Terms and Conditions apply to the Agreement, the provision of Software, the performance of Services, offers and all other (legal) acts performed by SevenLab to or on behalf of the Customer, whether orally, in writing, electronically or in any other form. These Terms and Conditions also apply to all subsequent Agreements between the Customer and SevenLab. 
  2. Deviations from and additions to the General Terms and Conditions and/or the Agreement are only valid if they have been agreed in writing between the Parties. 
  3. In view of the specific nature of the provisions of the Agreement, the Agreement may deviate from the provisions of these General Terms and Conditions. The provisions of the Agreement shall prevail over the provisions of the General Terms and Conditions. 
  4. If a provision of the Terms and Conditions is invalid or is destroyed, this will not affect the applicability of the remaining provisions of the Terms and Conditions. SevenLab will in these circumstances establish new provisions, whereby as far as possible the purpose and intent of the void / nullified provision is observed. 
  5. Once these Terms and Conditions apply to a legal relationship between SevenLab and the Customer, the Customer is deemed to have agreed in advance to the applicability of the Terms and Conditions to subsequently concluded and to be concluded Contracts. 
  6. The data relating to the Customer such as Contracts and agreements that SevenLab has under its control are leading, unless the Customer can prove otherwise. 
  7. SevenLab expressly excludes the applicability of any general (purchase) conditions from the Customer. 
  8. SevenLab is entitled to change the Terms and Conditions and will apply the new terms thirty (30) days after notification. The change will in any event be immediately communicated to the Customer in writing. In the event SevenLab changes the Terms and Conditions and the Customer in the reasonable opinion of the Customer is put at a disadvantage, the explicit consent of the Customer is required. The Customer also has the right to terminate the Agreement from the moment the changes take effect. Furthermore, the Customer has the option to refuse the amendments to the General Terms and Conditions, so that these amendments will not apply to the Customer. 
  9. The Customer authorizes SevenLab in advance to transfer the Contract and legal relationship of the Customer with SevenLab to a company affiliated with SevenLab (for example a parent/subsidiary). In the event the Contract and legal relationship should be transferred to a third party (not being a company associated with SevenLab), SevenLab will request consent from the Customer. The Customer will cooperate in this, unless the Customer has compelling reasons to withhold its consent.
 
Article 3 / Conclusion of the Agreement
 
  1. All offers and quotations from SevenLab are without obligation, unless otherwise expressly stated in writing. 
  2. A Contract is established by acceptance by SevenLab of an order from the Customer. 
  3. All Contract(s) concluded by the Customer are binding and cannot be revoked by the Customer. 
  4. Each Party shall comply with all relevant local, national or supranational laws, treaties, rules, regulations, ordinances and all applicable permits applicable in the jurisdiction in which it operates.
 
Article 4 / Implementation of services by SevenLab
 
  1. For the duration and on the basis of the Agreement, SevenLab provides the Customer with services in relation to the performance of the Service as agreed in the Agreement. 
  2. SevenLab will provide the Service with all reasonable skill and care and / or perform in accordance with the industry standard within the agreed Term and in accordance with the agreed specifications. All periods stated are only a guideline and are therefore never fatal, unless expressly agreed otherwise in writing. If it appears that a specified Term is not met, SevenLab will, to the extent reasonably possible before the expiration of the Term, discuss this with the Customer and provide a new statement of the revised delivery period. 
  3. SevenLab will do everything in its power to deliver and / or perform the Service in accordance with the agreed specifications. 
  4. Customer accepts that if Software is delivered, it contains only the functionality and other features as found by Customer at the time of use ("as is"), therefore with all visible and invisible Errors and defects. SevenLab is not liable for damages of any kind arising from Errors and/or defects in the Services provided. SevenLab will make every effort to correct the Errors and Defects (to the extent attributable to SevenLab) within a reasonable period. 
  5. In case of Errors in the Service and/or performance SevenLab will do its utmost to solve these in accordance with the Service Level Agreement. If no Service Level Agreement is agreed upon, SevenLab will make every effort to solve Errors as soon as practically possible after the Customer has reported these Errors to SevenLab. If Errors are caused by the fault of the Customer, SevenLab has the right to charge its usual fees for the repair work to be executed by SevenLab. 
  6. SevenLab has the right to (temporarily) put the Service out of use, for example for maintenance or modification of the Service, without the Customer having any right to notice, cancellation or compensation to SevenLab. SevenLab will in such a situation inform the Customer, to the extent reasonably possible, in advance. 
  7. SevenLab is entitled to improve and adapt the Service at its sole discretion to the state of technology and developments in the market, and if necessary (temporarily) put the Service out of use, without the Customer being entitled to any compensation, termination or dissolution. SevenLab will, if this adjustment causes inconvenience to the Customer, notify the Customer in advance, observing a notice period as wide as possible to the extent practical. It is only allowed to perform the improvement if it is not detrimental to the Customer. 
  8. SevenLab will do its best to inform the Customer about the nature and expected duration of the interruption in case of unavailability of the Service, due to failures, Maintenance or other causes. 
  9. In the event that the execution of the Agreement in the opinion of SevenLab requires additional work which is attributable to the Customer (for example because the Customer provides incomplete / incorrect information), SevenLab is entitled to charge all additional time and costs, including those of Third Parties, to the Customer. SevenLab will inform the Customer in advance about these additional activities. 
  10. Purchases of new software, licenses, equipment, etc. and repairs by Third Parties necessary for the implementation of the Service fall outside the standard SevenLab rates and will be charged to the Customer. SevenLab will seek prior consent from the Customer.
 
Article 5 / Additional work
 
  1. SevenLab assesses to what extent a requested service falls within the scope of the Agreement. If SevenLab decides that additional work is required, it will motivate this decision in writing. 
  2. In the event SevenLab performs Additional Work at the request or with the prior consent of the Customer, the Customer will reimburse SevenLab for such Additional Work at SevenLab's usual rates. SevenLab will only perform the Extra Work after the Customer has given its consent. 
  3. SevenLab is not obliged to meet any request from the Customer to perform Additional Work and may require that a separate written agreement is made for the performance of Additional Work. 
  4. The Customer accepts that the agreed and/or expected time of delivery of the Service, and any previously agreed price, may be affected and/or changed by Additional Work. 
  5. The fact that (the demand for) Additional Work arises during the performance of the Agreement does not constitute grounds for the Client to cancel or dissolve the Agreement and does not entitle it to damages.
 
Article 6 / Time limits
 
  1. The (delivery) dates set by SevenLab are determined to the best of its knowledge based on information known to SevenLab at the conclusion of the Contract and will be taken into account as much as possible. Terms set by SevenLab and/or agreed between the Parties are only indicative and are never fatal. The mere fact that such periods are exceeded by SevenLab does not put SevenLab in default. SevenLab is only in default when the Customer has given SevenLab a written notice of default, in which the Customer has given SevenLab a reasonable period to remedy the breach and SevenLab has not remedied the breach within that reasonable period. This notice of default must contain a description of the shortcoming as complete as possible, so that SevenLab is able to respond adequately. 
  2. Additional work or a change in the execution of the Agreement shall not apply if the Parties have agreed on additional work or a change in the execution of the Agreement.
 
Article 7 / Hosting and related services
 
  1. If the Service (also) includes the provision of services relating to the storage and/or transmission of material supplied by the Customer to Third Parties, as in the case of web hosting or e-mail services, the provisions of this article also apply. 
  2. Customer will not publish or provide information through (the servers of) SevenLab that is contrary to Dutch law. This includes in particular, but not limited to, information that is offered without permission of the copyright holder(s), information that is defamatory, threatening, abusive, racist, hateful or discriminatory, information that contains child pornography and information that violates the privacy of Third Parties or is a form of stalking, as well as hyperlinks, torrents or other references to such information on Third Party websites around the world (even if the information would be legal in the relevant jurisdiction). 
  3. Third parties may file complaints with SevenLab if they believe there has been an act in violation of Section 7.2. If a complaint is justified in SevenLab's judgment, SevenLab may remove or make inaccessible the material. In this case SevenLab is also entitled to provide personal information from the Customer to a notifier or to the competent authorities. SevenLab will inform the Customer if a situation like this occurs. Before taking the measures referred to in this provision, SevenLab will give the Customer the opportunity to respond to the assessment that there is a violation of Section 7.2. 
  4. In case of (possible) criminal information, SevenLab is entitled to report this. SevenLab can provide all relevant information about the Customer to the competent authorities and perform all other actions that these authorities ask SevenLab to perform in the context of the investigation. 
  5. In case of a justified complaint about the information offered/stored by the Customer, SevenLab is entitled to rescind and/or terminate the Agreement. 
  6. The Customer shall refrain from hindering other Customers or Internet users, or causing damage to the servers. The Customer is prohibited from starting processes or programs, whether or not via the server, which the Customer knows or reasonably suspects will hinder or damage SevenLab, other Customers or Internet users. SevenLab will inform the Customer about possible measures. 
  7. The Customer shall comply with the generally accepted rules of conduct on the Internet as laid down in RFC1855 (ftp://ftp.ripe.net/rfc/rfc1855.txt) and any subsequent versions. 
  8. Without the consent of SevenLab, the Customer is prohibited from transferring or making available to Third Parties the user name or user names and password or passwords provided by SevenLab. 
  9. SevenLab can set a maximum amount of storage space or data traffic per month that the Customer may use under the Service. This maximum will be set out in the Agreement. In case of exceeding this maximum SevenLab is entitled to charge an additional amount, in accordance with the amounts for additional data traffic used by SevenLab. No liability exists for the consequences of not being able to send, receive, store or change data, if an agreed limit for storage space or data traffic is reached. 
  10. The Customer hereby gives SevenLab permission to distribute, store, transmit or copy all materials distributed by the Customer through SevenLab's systems in any manner SevenLab considers appropriate, but only to the extent reasonably necessary to perform the Contract by SevenLab. 
  11. In addition to the provisions of the law on the subject, damage caused by the improper use of Software/Services by the Customer, or failure of the Customer to act in accordance with the above points, shall be at the expense and risk of the Customer.
 
Article 8 / Domain names and IP addresses
 
  1. If the Service (also) includes that SevenLab will mediate for the Customer in obtaining a domain name and / or IP address, the provisions of this Article are also applicable. 
  2. Application, assignment and possible use of a domain name and/or IP address depend on and are subject to the prevailing rules and procedures of the relevant domain name providers, including the Stichting Internet Domeinregistratie Nederland and RIPE. The relevant authority decides on the allocation of a domain name and/or IP address. SevenLab only plays an intermediary role in the application and provides no guarantee that a request will be honored. 
  3. The Customer can only take notice of the fact of registration from the written confirmation from SevenLab stating that the requested domain name is registered. An invoice for registration fees is not a confirmation of registration. 
  4. The Customer indemnifies and holds SevenLab harmless for any damages related to (the use of) a domain name on behalf of or by the Customer. 
  5. SevenLab is not liable for the loss by the Customer of its right(s) to a domain name or the fact that the domain name is requested and/or obtained by a third party. All this except in the event of liability of SevenLab on the basis of intent or gross negligence of SevenLab. 
  6. If SevenLab registers a domain name in its name on behalf of the Customer, SevenLab will cooperate with requests from the Customer for transfer, assignment or termination of this domain name. 
  7. The Customer must comply with all registration conditions, provisions and (dispute) arrangements made by domain name providers for application, assignment or use of a domain name and/or IP address. 
  8. SevenLab has the right to make the domain name and / or IP address inaccessible or unusable, or to place it in its own name when the Customer is demonstrably in default of performance of the Agreement, but only for the period that the Customer is in default and only after the expiration of a reasonable period to comply in a written notice of default. 
  9. In case of termination of the Contract due to Customer default, SevenLab is entitled to terminate the domain name and/or IP address.
   
Article 9 / Obligations of the client
 
  1. Customer acknowledges that the success of the work under the Agreement as well as the Services provided as included in the Agreement, depends on a correct and timely mutual cooperation. 
  2. In order to properly execute the Contract, the Customer will always timely provide all data and / or information deemed useful, necessary and desirable by SevenLab and provide full cooperation. 
  3. Client guarantees that the information referred to in 9.2 is correct and complete. 
  4. The Customer guarantees that his use of the Services is in accordance with the agreed purposes, is not in violation of the laws and regulations applicable in the Netherlands, does not infringe on the (intellectual property) rights of Third Parties or is not otherwise unlawful. 
  5. The Customer will refrain from any action, in the broadest sense of the word, that could damage the reputation of SevenLab, including the reputation of its Services. 
  6. The Customer warrants that no Third Party rights oppose the provision or use of data provided by the Customer, including hardware, software and data carriers, and indemnifies SevenLab against any action based on any infringement of Third Party Rights. 
  7. In the event that the Customer does not provide SevenLab with the data and/or information required for the execution of the Contract, or does not do so in a timely manner or in accordance with the requirements of SevenLab, SevenLab has the right to suspend the execution of the Contract in whole or in part, in which case SevenLab is also entitled to charge the resulting costs at SevenLab's usual rates, without prejudice to SevenLab's right to exercise any other legal and/or agreed upon right. 
  8. If the Customer receives a username and password from SevenLab as part of the Service, the Customer must use and store these carefully. In the event of suspected abuse or theft of the username and password, the Customer must immediately notify SevenLab so that SevenLab can terminate access to the Service or take other appropriate measures. The Customer is liable for any use of the Service through the Customer's username and password. SevenLab is expressly not liable for damage and/or losses, etc. arising from misuse or theft of the username and password.
   
Article 10 / Compensation and payment
 
  1. Customer owes SevenLab the fees as agreed in the Agreement. 
  2. All fees payable to SevenLab are, unless otherwise specified, stated in euros, excluding VAT and other taxes. 
  3. The fees may consist of one-time, annual or otherwise periodic amounts payable and amounts that depend on the use of the Service(s) provided by SevenLab. 
  4. SevenLab is at all times entitled to require an advance payment on the fee. 
  5. If the Agreement includes the construction of a (web) application, the Client shall immediately owe 50% of the agreed principal amount, unless otherwise agreed in writing. 
  6. SevenLab is entitled to change the compensation in case of Services provided periodically. SevenLab will announce its price change within two (2) months before implementing the price change. If the Customer does not agree with this price increase, the Customer is entitled to terminate the contract in writing within fourteen (14) days after the price change is announced. The Service will then be terminated as of the date on which the new rates apply. 
  7. All SevenLab quotations and/or estimates are indicative only, unless explicitly stated otherwise. A budget communicated by the Customer to SevenLab is never considered a (fixed) price agreed between the Parties for the services to be provided by SevenLab. SevenLab will notify the Customer in case of a threat of exceeding the pre-calculations and/or the budget, provided this has been expressly agreed between the Parties in writing. 
  8. SevenLab will invoice the Customer for all amounts due by the Customer. To determine the amount of the invoice, the information from the (hours) registration of SevenLab is leading. 
  9. All invoices shall be paid by the Customer in accordance with the payment conditions stated in the Agreement and/or on the invoice. In the absence of specific payment conditions, the Customer shall pay within thirty (30) days from the date of receipt. 
  10. Any reliance by the Customer on suspension, set-off or withholding of payment is not permitted. In case of suspension, SevenLab must first be declared in default in writing. This notice must contain a complete description of the shortcoming and a reasonable period to remedy the shortcoming. In case of settlement or withholding of payment, written authorization by SevenLab is required. 
  11. If Client has not paid the invoice within the term of payment, Client is in default without further notice. From the date of default, the Client shall owe a compound interest of 1.5% per month on the outstanding amount (unless the statutory commercial interest on a monthly basis is higher than 1.5%, in which case the statutory commercial interest shall be due), until the date of full payment. For the purpose of calculating the interest compensation, a part of a month shall be considered a full month. 
  12. If the Customer remains in default after a reminder or notice, SevenLab will increase the claim by the extrajudicial collection costs of 15% of the principal amount, with a minimum of € 250, -. 
  13. If a Customer purchases a Service and after notice or default notice fails to pay the debt, SevenLab is entitled to suspend the contract.
 
Article 11 / Intellectual property rights
 
  1. All Intellectual Property Rights belong by law to the Customer, to the fullest extent permitted by law. To the extent that they are not automatically vested in the Customer, SevenLab will hold them in trust for the Customer. The Customer only acquires the Intellectual Property Rights granted to it by the Agreement. 
  2. Unless otherwise agreed in writing, SevenLab's obligation to provide the Software and the (user) right of the Customer extends only to the Software as such. 
  3. Unless otherwise agreed in writing, the right to use the Software and/or the Service is reserved to the Customer. SevenLab grants to the Customer a limited right of use, which is not transferable without express consent of SevenLab. This right of use may not be used by the Customer with third parties. 
  4. It is expressly not permitted to download, upload, copy, disclose or in any other way make available or use (parts of) the Software, information and files, data, programs and/or Materials for any purpose other than that stated in the Agreement, unless SevenLab has given permission to the copyright holder, or if mandatory rules require otherwise. 
  5. Customer warrants that the rights of Third Parties do not oppose the provision of software for websites (such as images, text, music, domain names, logos), databases or materials and design materials for the purpose of use, adaptation, installation or incorporation into the Software. The Customer indemnifies SevenLab against any claim by a third party based on the allegation that the provision, use, adaptation, installation or incorporation of such material infringes any right of that third party, including Intellectual Property Rights.
 
Article 12 / Liability
 
  1. The total liability of SevenLab due to an attributable failure in the performance of the Contract or on any other basis, including any failure in the performance of a warranty obligation agreed with the Customer, is at all times limited to compensation for direct damages up to the amount of the price (excluding VAT) for that Contract. If the Agreement is primarily a continuing performance contract with a term of more than one year, the price stipulated for that contract shall be set at the total of the fees (exclusive of VAT) stipulated for one year. In no event shall the total liability of SevenLab for direct damages, on any legal basis, exceed € 500,000 (five hundred thousand Euros). 
  2. The liability of SevenLab for damages for death, personal injury or property damage will never exceed in total € 1.250.000,- (one million two hundred and fifty thousand euro). 
  3. The liability of SevenLab for indirect damages, consequential damages, lost profits, lost savings, reduced goodwill, damage due to business interruption, damages resulting from claims by SevenLab's Customers, damages relating to the use of third party goods, materials or software prescribed by the Customer to SevenLab and damages relating to the use of suppliers prescribed by the Customer to SevenLab, is excluded. Also excluded is the liability of SevenLab for mutilation, destruction or loss of data or documents. 
  4. The exclusions and limitations of liability of SevenLab, as described in the preceding paragraphs of this Article, do not affect the other exclusions and limitations of liability of SevenLab under this General Module and the other agreed modules of the Terms and Conditions. 
  5. The exclusions and limitations referred to in Articles 12.1 to 12.4 cease to apply if and to the extent the damage is the result of intent or gross negligence on the part of SevenLab. 
  6. Unless performance by SevenLab is permanently impossible, SevenLab's liability for breach of contract arises only when the Customer notifies SevenLab of its breach in writing, giving a reasonable time to remedy the breach, and SevenLab even after that period remains in breach of its obligations. The notice of default should be as complete and detailed a description of the breach as possible, giving SevenLab the opportunity to respond adequately. 
  7. Condition for the creation of any right to compensation is always that the Customer notifies SevenLab in writing of the damage as soon as possible after its occurrence. Any claim for damages against SevenLab expires after a period of twelve months after the claim arose. 
  8. Parties acknowledge that active and constructive participation in an ICT Mediation is a reasonable and appropriate measure to prevent or limit imminent damage if such imminent damage is related to SevenLab's failure to perform any contractual obligation in a timely manner or properly. For that reason Customer is committed to actively, constructively and unconditionally participate at the first written request of SevenLab in an ICT Mediation in accordance with the ICT Mediation Rules of the Foundation for the Settlement of Automation Disputes, registered in The Hague (see www.sgoa.org and www.sgoa.eu). 
  9. The Customer indemnifies SevenLab for all claims by Third Parties due to product liability as a result of a defect in a product or system which is supplied by the Customer to a third party and which partly consisted of hardware, software or other materials supplied by SevenLab, except if and insofar as the Customer proves that the damage was caused by that hardware, software or other materials. 
  10. The provisions of this Article and all other limitations and exclusions of liability in these Terms apply in favor of all (legal) persons which SevenLab uses in the execution of the Contract.
 
Article 13 / Privacy
 
  1. SevenLab will not process personal data other than necessary to provide the Service, including but not limited to optimizing the Service. 
  2. The Parties undertake to keep confidential all information received from the other Party that they know or ought to know is confidential, unless there is a legal obligation to disclose such information. 
  3. The Party receiving confidential information shall use it only for the purpose for which it was provided. 
  4. Information is in any case confidential if SevenLab has indicated as such. 
  5. Customer is aware that the Software and other materials provided may contain preparatory material, confidential information and trade secrets of SevenLab. 
  6. SevenLab will not share personal data from the Customer with third parties, unless SevenLab has received permission from the Customer or is required by law to do so. 
  7. The Customer is solely responsible for the personal data processed by means of the Software and/or the Service. The Customer warrants that the content, use and/or processing of personal data is not unlawful and does not infringe any rights of Third Parties. The Customer indemnifies SevenLab against any legal claim by Third Parties on any basis whatsoever in connection with this personal data.
 
Article 14 / Suspension
 
  1. SevenLab is entitled to suspend the execution of the Agreement in whole or in part if the Customer, despite proper notice, continues to fail to meet its obligations. Suspension by SevenLab is not possible if the Customer disputes an invoice on good grounds and therefore remains in default of payment. 
  2. Suspension does not relieve the Customer of any payment obligation in respect of Services already provided by SevenLab. 
  3. As soon as the Customer is in compliance with the Contract and/or provides sufficient security for the fulfillment of its obligations, SevenLab will lift the suspension. 
 
Article 15 / Force majeure
 
  1. SevenLab is not obliged to fulfill any obligation if it is unable to do so due to force majeure. Force majeure includes: - Force majeure of suppliers of SevenLab. - Failure by the Customer to properly fulfill obligations of suppliers prescribed by SevenLab. - Defects in items, equipment, software or materials from Third Parties, the use of which is prescribed by the Customer to SevenLab. - Governmental measures. - Electricity failures and other failures related to the infrastructure used by SevenLab to provide its Services. - Disruption of the Internet, computer network or telecommunications facilities. - Network attacks, including DoS or DDoS attacks. - War. - Strike. - General transport problems.
  2. If the force majeure situation lasts longer than ninety (90) days, either Party shall be entitled to rescind the Agreement in writing.
 
Article 16 / Duration
 
  1. Unless expressly agreed otherwise, all Agreements have an initial term of one (1) year. Thereafter, the Agreement shall be tacitly renewed for a period of one (1) year, unless the Agreement is terminated in writing at least two (2) months before the start of the next period. 
  2. The term is calculated from the date of conclusion of the Agreement, unless otherwise agreed in writing. 
  3. Without prejudice to all other rights, the Parties shall be entitled to dissolve the Agreement in whole or in part with immediate effect, without judicial intervention and without notice of default, if the other Party: |EUROSUR is in breach of its obligations under the Agreement. - suspension of payments has been granted; - has been declared bankrupt. If a contract is terminated on these grounds, SevenLab is not required to terminate the contract.
  4. Without prejudice to its other rights, SevenLab is entitled to terminate the Agreement with immediate effect if the Customer fails to meet its obligations under Sections 9 and 10. 
  5. Termination of the Contract does not relieve the Customer of any payment obligation for Services already performed by SevenLab. Amounts invoiced by SevenLab before the termination in connection with the performance of the Agreement are due immediately on termination. In the event SevenLab suffers demonstrable damage as a result of the termination, the Customer must compensate SevenLab for such damage. 
  6. The provisions which by their nature are intended to remain in force after termination of the Agreement shall remain in full force after such termination. 
 
Article 17 / Non-competition clause
 
  1. Except with the written consent of SevenLab, the Customer will refrain from hiring or otherwise, directly or indirectly, working for it any SevenLab employee or any other person who in the twelve (12) preceding months has been involved in the execution of the Contract, nor will the Customer attempt to do so. This clause is void in the event of bankruptcy or suspension of payments of SevenLab. 
  2. In the event of a breach of this Article, the Customer will forfeit to SevenLab an immediately payable penalty of fifty thousand euros (€50.000) per violation which is not eligible for any (judicial) mitigation or settlement. This provision does not affect SevenLab's right to exercise any other legal and/or agreed upon right including but not limited to the right to claim (additional) damages whether or not in combination with the above penalty. 
  3. Except with the written consent of the Customer, SevenLab will refrain from hiring or otherwise, directly or indirectly, working for it any employee of the Customer or any other person who in the twelve (12) preceding months has been involved in the execution of the Agreement, nor will SevenLab attempt to do so. This clause is void in the event of bankruptcy or suspension of payments of the Customer.
 
Article 18 / Applicable law and choice of forum
 
  1. The Agreement, the General Terms and Conditions, the use of the Software and the provision of Services are governed by Dutch law. The application of the Vienna Sales Convention (CISG) is explicitly excluded. 
  2. All disputes which may arise between SevenLab and the Customer will be submitted to the competent court in Amsterdam.