General Terms and Conditions

1. Definitions
1.1 CorTexter: CorTexter Technologies B.V., registered in the trade register of the Chamber of Commerce under number 75931710.
1.2 Services: the services to be provided by CorTexter under the Agreement that are related to the Products.
1.3 Licensee: the party that is granted a right of use in respect of the Products and, if applicable, commissioned to perform Services.
1.4 Agreement: the agreement between CorTexter and Licensee under which CorTexter performs Services and/or delivers Products to Licensee.
1.5 Products: the products and/or services to be provided by CorTexter under the Agreement, including but not limited to the software products developed by CorTexter such as the Applicant Tracking Systems and Human Capital Management Systems, the digital CorTexter Platform on which the software products of CorTexter can be used.
1.6 Fee the fee to be paid by the Licensee to CorTexter for the provision of the Products and Services.

2. General
2.1 These general terms and conditions apply to every offer, quotation and the Agreement between CorTexter and the Licensee.
2.2 These general terms and conditions shall also apply to agreements concluded with CorTexter, for the performance of which third parties are engaged by CorTexter.
2.3 The applicability of any purchase or other terms and conditions of the Licensee is expressly excluded.
2.4 If and to the extent that one or more provisions of these General Terms and Conditions differ from one or more provisions of the Agreement, the provisions of the Agreement shall prevail.
2.5 If one or more provisions of these General Terms and Conditions are at any time wholly or partially void or voidable, the other provisions of these General Terms and Conditions shall remain in full force and effect. CorTexter and the Licensee shall then enter into consultation to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and meaning of the original provisions.
2.6 These General Terms and Conditions shall also apply to additional and/or new agreements between CorTexter and the Licensee.
2.7 CorTexter is entitled to update and/or modify these General Terms and Conditions from time to time. From the moment CorTexter has informed the Licensee of such update and/or amendment and sent the new general terms and conditions to the Licensee, those new terms and conditions shall apply to all agreements between CorTexter and the Licensee.

3. Quotes, offers and formation of the Agreement
3.1 All quotes provided by CorTexter are without obligation and are revocable.
3.2 CorTexter cannot be held to its quotations or offers if the Licensee should reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
3.3 The prices mentioned in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the Agreement.
3.4 If the acceptance (whether or not on minor points) differs from the offer included in the quotation or the offer, CorTexter shall not be bound by it. The Agreement shall not be concluded in accordance with this deviating acceptance, unless CorTexter indicates otherwise.
3.5 A composite quotation shall not oblige CorTexter to perform part of the order at a corresponding part of the quoted price.
3.6 Offers or quotations made by CorTexter shall not automatically apply on equal terms to future assignments.

4. Agreement, implementation and amendments
4.1 The Agreement is established by the signature of a written agreement between CorTexter and the Licensee.
4.2 CorTexter is only bound to a modified Agreement, including a supplement, after both (the person authorised within) CorTexter and the Licensee have agreed in writing to the new conditions.
4.3 The Licensee shall ensure that all data, including but not limited to information and documentation, which CorTexter indicates are necessary or which the Licensee should reasonably understand are necessary for the execution of the Agreement, are provided in good time to CorTexter. The term of execution shall not commence until after the Licensee has provided CorTexter with this information correctly and completely. In the absence of receipt of the necessary information, CorTexter shall be entitled to suspend its obligations under the Agreement.
4.4 CorTexter is at all times entitled to have certain work under the Contract carried out by third parties.
4.5 CorTexter is entitled to execute the Agreement in parts if the order lends itself thereto and to deliver the thus executed part separately and invoice it to the Licensee.
4.6 If during the execution of the Agreement it appears that for a proper execution thereof it is necessary to modify or supplement the Agreement, parties will timely and in mutual consultation adapt the Agreement.
4.7 If the nature, scope or content of the Agreement, whether or not at the request of the Licensee, on the instructions of the competent authorities, or on other grounds, is changed, this may also have consequences for (among other things) the originally agreed price and delivery periods. The Licensee accepts the possibility of changing the Agreement, including the change in price and terms of delivery.
4.8 CorTexter shall make an effort to execute the Agreement with due care, to look after the interests of the Licensee to the best of its ability and to strive for an optimal result for the Licensee.
4.9 The delivery terms stated by CorTexter are target terms and are never to be regarded as deadlines, unless expressly agreed otherwise in writing.

5. Terms of payment
5.1 All Fees are exclusive of VAT and other government levies.
5.2 Unless otherwise agreed in writing, CorTexter shall charge the Licensee the agreed Fees monthly in advance.
5.3 Payment of CorTexter's invoices shall take place within 14 days after the invoice date in a way to be indicated by CorTexter.
5.4 If the Licensee is in default of timely payment of an invoice, the Licensee is in default by operation of law without a demand or notice of default being required. The Licensee shall then owe an interest equal to the statutory commercial interest rate ex. Article 6:119a BW. The interest over the claimable amount will be calculated from the moment the Licensee is in default until the moment of payment of the full amount owed.
5.5 If the Licensee is in default or breach of contract in the (timely) fulfilment of its payment obligations, all costs incurred by CorTexter in obtaining payment in and out of court shall be borne by the Licensee, with a minimum of 15% of the principal sum.
5.6 Payments made by the Licensee shall first be applied to reduce the costs incurred by CorTexter, then to reduce the interest due and finally to reduce the principal sum.
5.7 The Licensee is never entitled to (unilateral) set-off or suspension of the amount he owes to CorTexter.
5.8 The Licensee shall make any comments and/or remarks on invoices of CorTexter known to CorTexter in writing within 5 working days after the invoice date. Making any comments and/or remarks does not affect the Licensee's payment obligations based on the invoice concerned.

6. Intellectual property rights
6.1 The exclusive right and title to all existing and future intellectual property rights, including but not limited to copyrights, copyrights, source code, formulas, design rights, trademark rights, logos, specifications, know-how and other intellectual property rights (in the broadest sense of the word) relating to the Products and the platform of CorTexter rest exclusively with CorTexter.
6.2 Neither the Agreement nor the delivery of Products or Services shall confer any right, title or interest on the Licensee in respect of intellectual property rights.
6.3 If in the course of the performance of the Agreement, new intellectual property rights arise and/or are created, those rights shall rest with CorTexter.
6.4 The Licensee is not permitted to copy any part of the intellectual property rights of CorTexter.
6.5 All intellectual property rights of the Licensee used in the execution of the Agreement (including the name, logo and data obtained from the Licensee) rest exclusively with the Licensee.

7. Duration and termination of the Agreement
7.1 The Agreement is entered into for an indefinite period, unless otherwise agreed in writing.
7.2 Each party is entitled to terminate the Agreement in writing with due observance of a notice period of at least 2 months.
7.3 Each party is entitled to terminate the Agreement with immediate effect if the other party fails to fulfil its essential obligations under the Agreement and, after having been given written notice of default with a reasonable period for fulfilment, has not remedied its failure. Payment obligations of the Licensee and all other obligations to cooperate on the part of the Licensee always count as essential obligations under the Agreement.
7.4 Each party is furthermore entitled to terminate the Agreement with immediate effect, without notice of default being required and without being obliged to pay damages, if the other party:
a. applies for a suspension of payment or if this is granted to it;
b. applies for its own bankruptcy, a third party applies for bankruptcy or is declared bankrupt;
c. is dissolved or liquidated or a request for such is submitted;
d. is placed under guardianship.
7.5 In the event of termination of the Agreement in accordance with this Article 7, everything owed by CorTexter to the Licensee will become immediately due and payable.
7.6 Upon termination of the Agreement, CorTexter shall never be obliged to refund any Fee already received or to pay damages. In the event of bankruptcy of the Licensee, the right to use software, software, websites and the like made available to the Licensee shall lapse by operation of law.

8. Liability
8.1 If and insofar as CorTexter is liable towards the Licensee, this liability is limited to the direct damage on the part of the Licensee. CorTexter is never liable for indirect damage, including consequential damage and loss of profit.
8.2 If and to the extent that CorTexter is liable vis-à-vis the Licensee, CorTexter's liability under the Agreement is at all times limited to the invoice amount relating to the part of the Agreement already executed.
8.3 CorTexter is never liable for damage that is the result of acts or omissions by the Licensee, including the failure to provide complete, sound and clear information and/or materials (or to do so on time).
8.4 The limitation of liability of CorTexter is null and void if and to the extent that the damage is the result of wilful misconduct or deliberate recklessness on the part of CorTexter.
8.5 Any liability of CorTexter under the Contract expires one (1) year after the end of the Contract.

9. Force majeure
9.1 CorTexter shall not be bound to comply with any obligation arising from the Contract if it is prevented from doing so as a result of a circumstance that is not due to any fault on its part and for which it cannot be held accountable by virtue of the law, a juristic act or generally accepted practice.
9.2 CorTexter shall also have the right to invoke force majeure if the circumstance preventing (further) performance arises after CorTexter should have fulfilled its obligations.
9.3 CorTexter may suspend its obligations under the Agreement during the period of force majeure or terminate the Agreement.
9.4 In the context of the Agreement, force majeure shall in any case but not exclusively apply to CorTexter if the following situations arise: all circumstances as a result of which the performance of the Agreement is impeded, temporarily or otherwise, and which are beyond the control of CorTexter, and which shall in any case but not exclusively include: strikes of CorTexter staff, electricity failures, DDoS attacks, government measures, if suppliers of CorTexter fail to deliver, and interruptions in the services of third parties.

10. Secrecy
10.1 Both parties are obliged to keep secret all confidential information they have obtained from each other in the context of the Agreement, unless there is an obligation to disclose this information on the basis of a statutory provision or a court ruling. Parties will impose these obligations of confidentiality on third parties that they involve in the execution of the Agreement.
10.2 Information is considered confidential if the other party has indicated this or if this follows from the nature of the information.

11. Miscellaneous
11.1 The Licensee is not permitted to transfer any right under the Agreement to third parties other than in the event of a transfer of its entire business.
11.2 If one or more provisions of these service conditions are or become void or voidable, the other provisions will remain in full force. Parties undertake to replace a void or voided provision with a provision that is legally valid and that deviates as little as possible from the void or voided provision.

12. Applicable law and dispute resolution
12.1 All legal relationships to which CorTexter is a party are governed by Dutch law.
12.2 The District Court of Rotterdam has exclusive jurisdiction to take cognisance of disputes.