Article 1. Objective; definitions

1.1 These general terms and conditions are intended to clarify what the Client and PeerSearch may expect from each other in relation to the services provided by PeerSearch. PeerSearch strives to build a long-term partnership in constructive cooperation with the Client.

1.1 These general terms and conditions are intended to clarify what the Client and PeerSearch are permitted to do with each other

expect in relation to the services provided by PeerSearch. PeerSearch strives to build a long-term partnership in constructive cooperation with the Client.

1.2 In these general terms and conditions, the following terms have the following meanings:

Service or Services: the service or services that PeerSearch provides, the activities that PeerSearch performs and the products that

PeerSearch delivers to its Clients, in the broadest sense.

PeerSearch: the one-man business PeerSearch (Peer Goudsmit). Intellectual Property Rights: all copyrights, database rights, trade and company names, trademarks and service marks; the rights to questionnaires, algorithms, validation(s), websites; the registered and unregistered designs, patents, know-how, rights to confidential information as well as all other intellectual property rights applicable anywhere in the world, in the broadest sense.Quotation: a quote, offer and/or research proposal from PeerSearch.Research data: the data, results, outcomes, reports, analyses, summaries, comments, explanations and other particulars that are or can be derived from the Services provided by PeerSearch. Client: the party to which PeerSearch makes or has made a Quotation or with which PeerSearch has enters into or has concluded an Agreement or to which PeerSearch provides or has provided a Service. Assignment: the assignment that the Client gives or has given to PeerSearch. Agreement: the agreement that is concluded between PeerSearch and the Client, following a Quotation and in combination with these Terms.Terms: the most recent v version of these terms and conditions.

Article 2. Applicability of these Conditions

2.1 The (most recent version of these) Terms and Conditions apply to all Services provided by PeerSearch as well as to all Quotations,

Assignments and Agreements to which PeerSearch is a party.

2.2 Agreements and/or the other party's own terms and conditions deviating from these Terms and Conditions are only applicable if this is done in advance

expressly accepted in writing by PeerSearch. Such deviations only relate to and only apply to that particular Assignment, Service or product.

2.3 If and insofar as any provision of these Terms and Conditions would be invalid or binding, that provision will be replaced by a

provision whose content and purport correspond as closely as possible to the content and purport of the original provision. The foregoing shall not affect the validity and enforceability of the remaining provisions of these Terms.

2.4 PeerSearch is authorized to change these Terms in whole or in part. Changes will take effect on the PeerSearch

announced date of entry into force, except with regard to Orders and Agreements entered into before that date. The Terms and Conditions applicable at the time of the conclusion of the Assignment or Agreement will continue to apply. However, the amended Terms and Conditions apply to any subsequent orders.

2.5 The provisions of these Terms and Conditions as well as the obligations under the Agreement between the Client and PeerSearch that apply to them

nature are intended to continue to apply after termination or expiration of the Agreement, will accordingly continue to apply (remaining effect).

Article 3. Information Client

3.1 Quotations from PeerSearch are based on the information that the Client has made available to PeerSearch.

3.2 The Client guarantees to PeerSearch that, to the best of its knowledge, it has made all necessary arrangements for the Quotation as well as all for the set-up, implementation and

has provided and will provide relevant information on completion of the Assignment, that that information is correct, that he is entitled to that information, that that information is free of third-party rights, that it therefore does not infringe the rights of third parties and that the information may be used by PeerSearch for the purpose described in the Quotation and subsequently in the Assignment and/or Agreement.

3.3 PeerSearch is not liable for damage or delay resulting from or related to information provided by the Client

incorrect and/or incomplete information.

3.4 If the Quotation of PeerSearch is based on information supplied by the Client, which is subsequently incorrect or incomplete,

appears to be, PeerSearch has the right to charge the extra time and extra costs incurred by it to the Client in connection therewith.

3.5 It is permitted to use the Client's logo in PeerSearch communications, unless a non-disclosure

agreement (NDA) or other non-disclosure agreement has been agreed. If desired and upon written request, PeerSearch will remove the name of the client and the logo from the relevant advertisement.

Article 4. Quotations

4.1 Quotations from PeerSearch are valid for 30 days, unless expressly stated otherwise in writing. If a Quotation is not received within 30 days

has been accepted in full and unconditionally, the Quotation will automatically lapse.

4.2 An agreement is concluded between the client and PeerSearch, and PeerSearch is therefore only bound by its Quotation if

The Client has accepted the Quotation unconditionally and in writing within the aforementioned period of 30 days.

4.3 If the acceptance deviates from the offer included in the Quotation, PeerSearch is no longer bound by it. In that case between

parties, no agreement has been reached, unless PeerSearch expressly agrees in writing to the amended acceptance.

4.4 Quotations do not automatically apply, in whole or in part, to future Assignments.

4.5 All prices stated in a Quotation are exclusive:

sales tax levies by the government all costs not expressly mentioned in the Quotation.

4.6 A composite quotation does not oblige PeerSearch to perform part of the Assignment against a corresponding

part of the quoted price.

4.7 Upon acceptance of the Quotation, the Client will make available to PeerSearch all information required upon delivery to prepare an invoice.

(name, department, address, PO number, etc.).

Article 5. Changes; more and less work

5.1 If the Client wishes to make changes to the design and/or content of the Services and/or the Agreement,

To this end, the Client will consult with PeerSearch in a timely manner. PeerSearch will cooperate with the changes desired by the Client, provided that this can reasonably be expected of it and about this as well as about the consequences for the delivery time and about the fee and costs that can reasonably be charged extra or are reasonably deducted. agreement is reached.

5.2 PeerSearch reserves the right to make changes to the Agreement and/or the Services if, in the opinion of

PeerSearch improves research. If PeerSearch will thus perform more or less work than provided for in the Agreement, PeerSearch will consult with the Client about this and the parties will reasonably make additional agreements about the consequences of such additional or less work on the agreed fee and the agreed costs.

5.3 Additional work to be performed by PeerSearch will be borne by the Client, unless it is necessary to do so

of this additional work can be attributed to PeerSearch. The parties will make reasonable agreements about the amount of the fee involved in the additional work, the associated costs and the consequences thereof for the delivery time.

Article 6. Auxiliary Persons

6.1 PeerSearch has the right to engage auxiliary persons in the performance of the Assignment or Agreement respectively.

6.2 PeerSearch is solely responsible for the correctness, completeness and quality of the services provided by an auxiliary person

if the auxiliary person has been engaged and paid directly by PeerSearch. If the auxiliary person has been appointed by the Client, PeerSearch is not responsible for the correctness, completeness and quality of the services of the auxiliary person.

Article 7. Diligence PeerSearch

7.1 PeerSearch exercises the professionalism and care that can reasonably be expected of it in the performance of the Assignment. That

does not alter the fact that due to the specific nature of the Services, the Survey Data may deviate from the estimates made in advance or expected by the Client.

Article 8. Delivery time; unforeseen circumstances; force majeur

8.1 PeerSearch will endeavor to perform the Assignment within the agreed delivery time. If PeerSearch foresees a delay,

it will inform the Client thereof as soon as possible.

8.2 In the event of unforeseen circumstances of such a nature that unaltered maintenance of the

Agreement cannot be expected from PeerSearch, PeerSearch has the right to change or dissolve the Agreement in whole or in part, without this leading to compensation.

8.3 If PeerSearch is prevented from executing the Agreement in whole or in part due to force majeure of a temporary or permanent nature,

it has the right to dissolve the Agreement without judicial intervention and without any obligation to pay compensation.

8.4 Force majeure includes fire, flood, epidemics, strikes, riots, riots, terrorism,

threat of terrorism, war, threat of war, transport problems, extreme weather conditions, natural disasters, nuclear disasters, government measures, import, export and transit bans, shortcomings of its suppliers not attributable to PeerSearch, computer and software failures, power failures, telephony, network traffic and internet connections, hacking , virus attacks, and furthermore all circumstances under which PeerSearch cannot reasonably be expected to continue to fulfill its obligations under the Agreement.

Article 9. Interim termination; suspension

9.1 If, due to a cause that can be attributed to PeerSearch or the Client, the Assignment is not completed

performed in accordance with what has been agreed in the Agreement, the Client will give PeerSearch or PeerSearch notice of default to the Client by registered letter, and the party in default will have four weeks from the date of posting of the notice of default the opportunity to still properly perform the Assignment, in accordance with to perform the Agreement.

9.2 If a party files for its own bankruptcy, becomes bankrupt, applies for suspension of payment or

ceases, the other party has the right to terminate the Agreement with immediate effect, without prejudice to the other rights accruing to the terminating party.

9.3 If the Client fails to fulfill its obligations under the Agreement, or fails to do so properly or on time, despite notice of default with

observing a period of eight days, PeerSearch is entitled to suspend its obligations under the Agreement or, at the discretion of PeerSearch, to dissolve the Agreement in whole or in part without judicial intervention, without the Client having any right to compensation or guarantee and without prejudice to the further rights accruing to PeerSearch.

9.4 In the event of dissolution as referred to in the previous paragraph of this article, PeerSearch has the right to demand immediate payment

of all that is still due to it under the Agreement as well as to claim compensation.

9.5 Unless there are circumstances as referred to in the previous paragraphs of this article, the Agreement cannot be terminated prematurely by one of

parties are terminated or otherwise terminated prematurely.

Article 10. Terms of payment

10.1 All amounts in Quotations and in the Agreement are exclusive of turnover tax.

10.2 Unless expressly agreed otherwise in writing, PeerSearch has the right, within the framework of an Assignment, to

respectively charge the costs incurred in the Agreement to the Client.

10.3 All PeerSearch invoices are due and payable on the date of the invoice and must be paid within 15 days of the invoice date.

10.4 If an invoice is not paid in full on time, the Client is automatically in default without any notice of default being required.

required. In that case, the Client will automatically owe statutory commercial interest on the outstanding amount as referred to in Section 6:119a of the Dutch Civil Code and PeerSearch will be entitled to demand reimbursement of extrajudicial costs amounting to 15% of the outstanding amount, with a minimum of EUR 250. per invoice.

10.5 The Client must submit any complaints about invoices from PeerSearch in writing and with reasons within 14 days of the invoice date

to make it known to PeerSearch, failing which the Client is deemed to have accepted the (correctness and culpability of the) invoice in full. If the Client complains about an invoice, this will not affect the due date of the invoice or the term of payment thereof.

10.6 The Client waives the right to settlement or discount.

10.7 Unless expressly agreed otherwise in writing, PeerSearch has the right to

adjusted annually on 1 January on the basis of the consumer price index (CPI) to be published by Statistics Netherlands.

Article 11. Liability; complaints

11.1 PeerSearch will make every effort to carry out the Assignment given to it to the best of its knowledge and ability.

11.2 PeerSearch is not liable for any shortcomings in the performance of the Assignment, unless these are the result of

PeerSearch attributable negligence regarding the care with which the Assignment has been performed.

11.3 The Client must settle any claims against PeerSearch as soon as possible, but in any case within one year after discovering

of the shortcoming or, if earlier, within one year after the Service has been provided, to be reported to PeerSearch in writing and stating reasons, with submission of supporting documents and specifying the amount claimed, under penalty of forfeiture of the Client's right to bring a claim against PeerSearch.

11.4 PeerSearch's liability is limited to the fee paid by PeerSearch for its Services in the context of the Assignment.

respectively received the Agreement in the twelve months prior to the failure. If there is a partial Assignment in the context of a framework agreement concluded by PeerSearch with the Client, the liability of PeerSearch is limited to the fee that PeerSearch has received for its services within the framework of the relevant partial Assignment in the twelve months prior to the deficiency,

11.5 Any liability of PeerSearch for consequential damage and immaterial damage is excluded. Consequential damage includes:

includes damage as a result of any form of use of the Research Data by the Client or third parties, loss of profit, loss suffered, loss of data and loss of business opportunities.

11.6 The Client indemnifies PeerSearch against claims from third parties arising from or related to the Assignment, the

Agreement and/or the Services provided by PeerSearch.

Article 12. Intellectual property rights; use by Client

12.1 Unless expressly agreed otherwise in writing in advance, all Intellectual property rights to a by

Offer made by PeerSearch as well as all Intellectual Property Rights to the Research Data and to research methods, models and products developed by PeerSearch and to questionnaires (completed or not), audio and video files and computer files, all in the broadest sense, the exclusive property of PeerSearch .

12.2 The Research Data are exclusively intended for the Client's own use. Without the prior express

With written permission from PeerSearch, the Client may not make it available to third parties or allow it to be used by a third party, in whole or in part, in original or as an adaptation, free of charge or for a fee, or make it public in any way whatsoever.

12.3 The Client will not use the Research Data in an improper manner, change, distort, mutilate or exaggerate it,

nor display them incorrectly or incompletely.

12.4 In the context of attribution, each of the parties has the right in marketing/advertising material (including but not limited to the

website) to refer to the other party in a subordinate manner as service provider or Client. Otherwise, the parties are not entitled to use each other's name, trademark, logo or slogan without the prior express written permission of the other party.

Article 13. Privacy respondents; protection of personal data

13.1 PeerSearch will, unless agreed otherwise, only receive data about persons from the Client if these have been

characteristics that can be traced back to those persons, such as name, address, place of residence, date of birth, etc. Data about persons are only accepted by PeerSearch if the identity of those persons is hidden behind a personnel number, file number or other code, which can only be assigned to a natural person by the Client. person can be traced.

13.2 If it is agreed otherwise than what is stated in 14.1, PeerSearch and the Client will at all times

comply with the laws and regulations (including the General Data Protection Regulation) and the regulations applicable by or pursuant to self-regulation for research and statistics with regard to the protection of personal data.

13.3 PeerSearch and the Client will at all times respect the privacy of the respondents and panel members to be involved in the research.

to respect. The Client will not attempt to discover the identity of respondents and/or PeerSearch panel members, nor will the Client attempt to influence the PeerSearch respondents and/or panel members in any way whatsoever.

13.4 If the Service (also) entails that names of persons and/or other personal data are provided to PeerSearch for the purpose

to manage and/or process that data, the Client guarantees to PeerSearch that the persons concerned have, insofar as necessary, given permission to provide their data to PeerSearch and that, pursuant to legislation and regulations (including the General Data Protection Regulation ) is entitled to provide that information and has observed and will comply with all regulations. Insofar as necessary under the laws and regulations, the parties will in that case conclude a processor agreement.

Article 14. Confidentiality

14.1 PeerSearch and the Client will mutually observe secrecy regarding everything they do in the context of their cooperation.

about each other's business operations, in the broadest sense. This does not apply to information and data that a party has obtained in a manner other than from the other party, nor to information that is publicly accessible.

14.2 Parties will also impose the confidentiality obligation of paragraph 1 of this article on their subordinates and third parties who

access the information and data referred to in paragraph 1.

Article 15. Transfer of rights and obligations

15.1 Without prior written permission from PeerSearch, the Client is not free to exercise its rights and/or obligations under the

Transfer agreement with PeerSearch to a third party. If the Client nevertheless wishes to do so, PeerSearch can attach conditions to its permission.

15.2 PeerSearch is entitled to transfer its rights and/or obligations under the Agreement with the Client to a third party.

PeerSearch will inform the Client of such a transfer within a reasonable period of time.

Article 16. Dispute settlement

16.1 These Terms and Conditions, all Quotations, the Services and all Agreements concluded by the Client and PeerSearch and

further agreements ensuing therefrom, and all that is directly or indirectly related to or ensuing therefrom, is governed by Dutch law.

16.2 All disputes between Client and PeerSearch as a result of these Conditions, Quotations, Services, the Agreement between

The Client and PeerSearch, further agreements arising therefrom and all that is directly or indirectly related to or ensues therefrom, will be submitted to the Court in Amsterdam.