General conditions

General Terms and Conditions Tasmanic BV

General

1. 1. Definitions:

Tasmanic BV: The private company with limited liability Tasmanic B.V, established in (5617 BD) Eindhoven at the address Torenallee no. 62 22, registered in the Trade Register of the Chamber of Commerce under number: 82596077.

Counterparty: The party - an individual or legal entity - who enters into an agreement with Tasmanic BV, to whom Tasmanic BV has issued an offer or who has any other legal relationship with Tasmanic BV.

1. 1. These terms and conditions apply to all offers made by Tasmanic BV, to all agreements entered into by Tasmanic BV and to all agreements that may result from them.
   2. Tasmanic BV explicitly rejects the applicability of any general terms and conditions of the Other Party.
   3. If one or more provisions of these general terms and conditions are ever wholly or partially void or nullified, the remaining provisions of these general terms and conditions shall remain fully applicable. Tasmanic BV will then agree on a new provision together with the Other Party, without losing sight of the purpose and meaning of the invalid or annulled provision.
   4. If Tasmanic BV does not always demand strict compliance with these general terms and conditions from a Counterparty, this does not mean that the provisions of these general terms and conditions no longer apply, or that Tasmanic BV would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

Offer and creation agreement

1. 1. Tasmanic BV cannot be held to a quotation issued if the quotation contains a mistake or clerical error, which is or should be known to a Counterparty.
   2. Offers or quotations from Tasmanic BV do not automatically apply to future assignments.
   3. If Tasmanic BV includes a composite quotation in the offer, Tasmanic BV cannot be obliged to perform part of the order at a corresponding part of the composite price.
   4. An agreement is established when Tasmanic BV sends a written confirmation of the order or assignment from the Other Party or when it has started to execute the agreement.
   5. All offers by Tasmanic BV are without obligation, unless expressly agreed otherwise.

Price

1. 1. Tasmanic BV shall be entitled to increase the agreed price in the interim, if and insofar as unforeseen cost price increasing circumstances (such as VAT/taxes) occur after the conclusion of the agreement or after the sending of the offer.
   2. The price does not include travel and accommodation expenses, as well as all other expenses and advances.
   3. All quoted amounts are exclusive of value-added tax (VAT) unless specifically stated otherwise.

Obligations Counterparty

1. 1. The Other Party must ensure that all data and documents, which Tasmanic BV has indicated are necessary for the correct and timely execution of the agreement, or which the Other Party should understand are necessary for the correct execution of the agreement, are made available to Tasmanic BV in good time .
   2. The Other Party is responsible for the accuracy, completeness and reliability of the data and documents made available to Tasmanic BV, even if they originate from or through third parties.
   3. Of course, it may happen that some information takes just a little longer than desired, or may not be completely complete. In that case Tasmanic BV is entitled to postpone the execution of the agreement until he has all the necessary information. Any costs incurred by Tasmanic BV as a result will be charged to the Other Party on the basis of subsequent calculation.
   4. The Other Party shall grant Tasmanic BV free access and/or passage to the (physical or digital) location where the agreement is executed. This includes the obligation of the Other Party to provide Tasmanic BV with any necessary passwords or access for/to the digital location where(on) the agreement will be executed

Execution of the agreement

1. 1. All work performed by Tasmanic BV in the execution of the agreement shall be performed to the best of its knowledge and ability. Tasmanic BV's obligation is an obligation of effort. Tasmanic BV therefore does not guarantee any result or expectations.
   2. Tasmanic BV determines the manner in which the agreement will be executed, but in doing so will take into account the requirements set by the Other Party. Tasmanic BV has the right to have the agreement executed (wholly or partly) by third parties and reserves the right to replace persons and/or employees involved in the execution of the agreement.
   3. Tasmanic BV strives to always meet the specified deadline for the execution of agreement or for the delivery of certain items. Nevertheless, these given deadlines are always indicative and not deadlines. If a deadline is exceeded, the Other Party must give Tasmanic BV written notice of default.
   4. Unless otherwise agreed, Tasmanic BV's assignment never includes conducting tests, applying for permits and assessing whether instructions of the Other Party comply with legal or quality standards.
   5. Tasmanic BV's assignment never includes checking the accuracy, completeness and reliability of the data and information supplied by the Other Party. The Other Party acknowledges that the work carried out by Tasmanic BV or the order(s) executed will be based on the information supplied by the Other Party, and that the Other Party itself is and remains responsible for its accuracy, completeness and reliability.
   6. When Tasmanic BV prepares an estimate for third party costs at the request of the Other Party, this estimate is indicative.

Intellectual property

1. 1. Tasmanic BV retains at all times all rights to plans, (Google AdWords) campaigns, documents, images, drawings, software and/or the related information and "know- how" created by it.
   2. The items mentioned in the previous paragraph may not be copied in whole or in part without written permission from Tasmanic BV, nor shown to third parties, handed over or made known in any other way, nor used or made available by the Other Party other than for the purpose for which they were provided by Tasmanic BV.
   3. The Other Party indemnifies Tasmanic BV for infringements of intellectual property rights of third parties.

Payment terms

1. 1. Unless otherwise agreed upon, the following payment schedule applies: payment within 30 days of (partial) invoice date.
   2. Regardless of the agreed payment terms and conditions, the Other Party is obliged to provide such security for payment as Tasmanic BV deems sufficient at its request. If the Other Party does not comply with this within the specified period, it shall be in default. Tasmanic BV shall then be entitled to dissolve the agreement and to recover its damages from the Other Party.
   3. The Other Party's right to set off claims against Tasmanic BV is expressly excluded, unless Tasmanic BV becomes bankrupt.
   4. The full claim for payment is due immediately if:
      1. a term of payment has been exceeded;
      2. the Other Party is bankrupt or in suspension of payments;
      3. the Other Party as a company is dissolved or liquidated;
      4. the Other Party as a natural person is placed under guardianship or dies.
   5. In case of non-payment or non-timely payment, the Other Party shall be in default from the expiry of the payment term without prior notice of default or summons from Tasmanic BV. The Other Party shall then owe statutory interest on the outstanding amounts (including collection costs) from the due date of the invoice until the moment of payment of the full amount due. All reasonable judicial and extrajudicial costs incurred to obtain satisfaction shall also be borne by the Other Party.

Force majeure

1. 1. Tasmanic BV shall be entitled to suspend the fulfillment of an obligation under the agreement if it is temporarily prevented from fulfilling its obligations due to circumstances beyond its control or of which it was or could not have been aware at the time of the conclusion of the agreement.
   2. Shortcomings of suppliers, strikes and work interruptions at Tasmanic BV or third parties, weather conditions or theft are in any case circumstances as referred to in the previous paragraph.
   3. If fulfillment becomes permanently impossible, the contract can be dissolved for that part that has not yet been fulfilled. In that case, the other party is not entitled to compensation for the damage suffered as a result of the dissolution.

Changes in the assignment

1. 1. If the scope of the assignment given to Tasmanic BV changes for any reason after the conclusion of the agreement in question, Tasmanic BV shall be entitled to charge the Other Party for any additional work.
   2. Additional work also occurs if the information provided by the Other Party does not correspond to reality.

Cancellation

1. 1. In case of a full or partial cancellation of an agreement by the Other Party, Tasmanic BV shall be entitled to charge the costs for the hours and work and products or services ordered by it in the execution of the agreement up to the cancellation date at the applicable rate.
   2. All this without prejudice to Tasmanic BV's right to claim compensation to the extent that the cancellation fee is not sufficient.
   3. The cancellation date is the date Tasmanic BV received the written cancellation.
   4. For the determination of the costs incurred and the corresponding cancellation date, the records of Tasmanic BV are leading.

Dissolution

1. 1. If the Other Party does not fulfil any of the obligations arising from the agreement entered into with Tasmanic BV, or does not do so properly or in time, as well as in case of bankruptcy, suspension of payment or placement in receivership of the Other Party or in case of the shutdown or liquidation of its company, Tasmanic BV shall be entitled to dissolve the agreement in whole or in part, or to suspend the (further) execution of the agreement or to take certain (Google AdWords) campaigns offline. In these cases, Tasmanic BV shall furthermore be entitled to claim immediate payment of the amounts due to him.
   2. If the Other Party prevents proper fulfillment by Tasmanic BV even after notice of default, Tasmanic BV shall be entitled to dissolve the agreement.
   3. All this is without prejudice to the other rights to which Tasmanic BV is entitled, including the right to compensation for damages suffered as a result of the dissolution.
   4. Tasmanic BV shall never be obliged to pay any compensation to the Other Party in the event of a dissolution.
   5. Even in the event of dissolution by mutual consent, Tasmanic BV retains its right to compensation for the damages incurred due to this dissolution.

Complaints

1. 1. Tasmanic BV attaches great importance to the successful execution of the agreement. If the Other Party nevertheless observes a shortcoming or point of improvement, this must be reported to Tasmanic BV at the latest within 7 days after the execution of the agreement. No rights can be derived from a submitted complaint or point of improvement.
   2. The Other Party must give Tasmanic BV the opportunity to investigate a complaint (or have it investigated). No rights can be derived from a submitted complaint or point of improvement.
   3. If the (final) result differs from the expectations of the Other Party, this shall not be a reason for rejection, discount, compensation or dissolution of the agreement. Tasmanic BV never offers a result guarantee.
   4. The submission of complaints shall never release the Other Party from its purchase and payment obligations towards Tasmanic BV.
   5. Failure to report the complaint in a timely manner shall not entitle the Other Party to repair or any other compensation.

Liability

1. 1. Tasmanic BV shall not be liable for damages, of any nature whatsoever, caused by incorrect and/or incomplete data provided by or on behalf of the Other Party.
   2. The Other Party cannot derive any rights from advice given by Tasmanic BV that does not relate to the assignment given.
   3. Tasmanic BV offers no guarantee regarding the results of its advice and therefore accepts no liability in this regard.
   4. Any liability of Tasmanic BV shall at all times only be limited to what is regulated in this provision.
   5. In case liability is assumed, Tasmanic BV shall only be liable for direct damages. This means: (1) the reasonable costs incurred to determine the cause and extent of the damage, (2) if applicable, the reasonable costs incurred to solve the defective performance of Tasmanic BV, as far as these can be attributed to Tasmanic BV, and (3) the reasonable costs incurred to prevent or limit the damage. The Other Party must be able to prove that these costs actually led to a limitation of the direct damage.
   6. In doing so, the following limitations must be observed:

1. 1. 1. Not eligible for compensation are indirect damages, including trading losses, loss of income and the like, from whatever cause.
      2. Tasmanic BV is never liable for damage caused by intent or gross negligence of third parties.
      3. The damages to be compensated by Tasmanic BV will be mitigated if the price to be paid by the Other Party is small in relation to the extent of the damages suffered by the Other Party.
      4. Tasmanic BV's liability shall in any case always be limited to the amount paid out by its insurer in that case, or if no payment is made by the insurance company, to a maximum of the amount invoiced to the Other Party over the last two calendar months concerning the order to which the liability relates.
      5. Tasmanic BV's limitations of liability do not apply if Tasmanic BV caused the damage with intent or gross negligence.

Indemnification

1. 1. The Other Party shall indemnify Tasmanic BV, and third parties engaged by Tasmanic BV, against any liabilities towards third parties, who suffer damages due to the execution of the agreement.
   2. If the Other Party uses or applies any of the results obtained from Tasmanic BV or allows third parties to use or apply them, the Other Party will indemnify Tasmanic BV against any liability as a result of damages claimed by the Other Party and/or third parties.

Applicable law

Dutch law is applicable. The competent court in the domicile of Tasmanic BV has exclusive jurisdiction to take cognizance of disputes, unless otherwise prescribed by mandatory law.