Effective from: 23 September 2020

Company Details: ASTARI B.V., based in Doetinchem, Netherlands

Chamber of Commerce (KvK) Number: 88430553

1. Definitions

In these terms and conditions: “ASTARI” or “the Service Provider” refers to ASTARI B.V. “Client” or “Customer” refers to the counterparty engaging with ASTARI in any commercial agreement. “Parties” means ASTARI and the Client collectively. “Agreement” refers to any service or purchase contract entered into between the Parties.

2. Applicability

These Terms & Conditions apply to all proposals, offers, activities, agreements, and deliveries of goods and/or services by or on behalf of ASTARI. Deviations from these Terms are only valid if explicitly agreed in writing by both Parties. All agreements constitute best-effort obligations unless otherwise explicitly stated.

3. Payment Terms

Invoices are payable within 14 days of the invoice date, unless agreed otherwise in writing. Payments must be made without any right to offset, withholding, or suspension, to the bank account specified by ASTARI. Failure to pay on time constitutes automatic default, without further notice. ASTARI is then entitled to suspend performance until full payment is made. If collection is required, the Client will bear all associated costs, including statutory (commercial) interest and out-of-court collection costs, as defined in Dutch regulations. In the event of insolvency, liquidation, or suspension of payment by the Client, all amounts owed become immediately due. Refusal to cooperate with the delivery or performance of services does not discharge the Client from payment obligations.

4. Offers & Proposals

All offers remain valid for 30 days, unless stated otherwise in writing. Offers are non-binding and subject to availability. Delivery times are indicative and not binding. No rights may be derived from past proposals or follow-up orders unless confirmed in writing.

5. Pricing

All prices are exclusive of VAT and other applicable taxes or duties unless explicitly stated otherwise. Pricing is based on known cost factors at the time of offer. Increases in costs beyond ASTARI’s control may be passed on. Fixed pricing agreements must be explicitly confirmed in writing. Where no fixed price is agreed, billing will be based on actual hours worked, at ASTARI’s prevailing hourly rates. If a non-binding price indication is exceeded by more than 10%, ASTARI will notify the Client and give the option to limit the scope of the assignment.

6. Annual Price Adjustment

ASTARI reserves the right to adjust rates annually on 1 January, in line with inflation or market conditions. Clients will be notified in advance.

7. Client’s Obligation to Provide Information

The Client must provide all information, documents, and access necessary for ASTARI to properly execute the Agreement, in the requested format and timeframe. The Client guarantees the accuracy, completeness, and reliability of the provided information, including that from third parties. ASTARI is not liable for delays or damages caused by the Client’s failure to comply. Any additional costs will be borne by the Client.

8. Cancellation by the Client

The Client may cancel the Agreement at any time but remains liable for payment of work already performed and any expenses incurred up to the cancellation date.

9. Execution of the Agreement

ASTARI will perform services with due care and professionalism. ASTARI may engage subcontractors. Work commences upon written confirmation and, where applicable, receipt of any agreed advance payment. Timely access and cooperation by the Client is the Client’s responsibility.

10. Contract Duration

Agreements are entered into for an indefinite term, unless explicitly agreed otherwise. Any agreed delivery or completion dates are indicative. If deadlines are missed, the Client must provide written notice and a reasonable period to cure the delay.

11. Changes to the Agreement

If during execution it becomes necessary to modify the scope of the work, such changes will be made in mutual consultation and documented in writing. Such changes may affect pricing or timelines. ASTARI will inform the Client as soon as possible.

12. Force Majeure

ASTARI is not liable for failure to perform due to force majeure, including but not limited to: supplier failure, power outages, strikes, transport delays, fire, floods, government restrictions, or pandemics. Obligations are suspended for the duration of the force majeure event. If the event lasts longer than 30 calendar days, either party may terminate the Agreement in writing without liability. No compensation shall be owed for any resulting damage.

13. No Right of Set-Off

The Client waives the right to offset any claims against outstanding payments due to ASTARI.

14. No Suspension Rights

The Client may not suspend performance of any obligation under this Agreement.

15. Assignment of Rights

No rights under this Agreement may be transferred without prior written consent. This clause is intended to have property-law effect under Article 3:83(2) of the Dutch Civil Code.

16. Limitation of Claims

Any right to compensation expires 12 months after the event giving rise to the claim, except where otherwise required by law (e.g., Article 6:89 BW).

17. No Guarantee of Result

All ASTARI engagements are best-effort obligations unless expressly stated otherwise. No guarantee of outcome or result is provided.

18. Insurance

The Client is responsible for adequately insuring all items belonging to ASTARI that are on-site, as well as any materials necessary for service performance, against damage, theft, and loss. Insurance documentation must be provided upon request.

19. ASTARI’s Liability

ASTARI is only liable for direct damage caused by gross negligence or willful misconduct. In such cases, liability is limited to the invoiced amount for the specific assignment. If covered by ASTARI’s professional liability insurance, compensation is limited to the insured amount plus deductible. ASTARI is not liable for consequential damages, data loss, or third-party failures. The foregoing limitations do not apply in case of proven intent or deliberate recklessness by ASTARI or its senior management.

20. Client Liability

If multiple parties jointly issue an assignment, they are jointly and severally liable for all resulting obligations. Where a natural person acts on behalf of a legal entity, that person may also be held personally liable if they are deemed a decision-maker. In such cases, ASTARI reserves the right to hold that individual personally responsible for any unpaid invoices.

21. Third-Party Claims

The Client shall fully indemnify ASTARI against all third-party claims related to goods or services delivered under the Agreement.

22. Duty to Complain

The Client must notify ASTARI of any complaints immediately and in writing, with sufficient detail. Complaints do not entitle the Client to suspend payments. ASTARI is not obligated to perform work beyond what was originally agreed.

23. Retention of Title & Right of Suspension

Delivered goods remain the property of ASTARI until full payment is received. ASTARI may retain or reclaim goods in case of non-payment. ASTARI has the right to suspend performance until outstanding amounts are settled. The Client may not pledge, resell, or dispose of goods still under retention of title. In case of insolvency or liquidation, all Client obligations become immediately due.

24. Intellectual Property

All intellectual property rights (including copyrights, trademarks, models, designs, etc.) arising from ASTARI’s services remain the exclusive property of ASTARI unless otherwise agreed in writing. The Client may not reproduce, distribute, or disclose ASTARI’s materials without prior written consent. Confidential information must be kept secret, and the Client shall ensure its staff and subcontractors do the same.

25. Confidentiality

Each Party shall treat all information received from the other Party as strictly confidential, including all business, technical, and commercial data. This obligation remains in force during the Agreement and for three years thereafter.

26. Penalty Clause for Breach of Confidentiality

Any breach of the confidentiality clause entitles ASTARI to a penalty of €5,000 per breach, plus €500 per day for as long as the breach continues. No prior notice or proof of damage is required to invoke this clause. The right to claim additional damages remains unaffected.

27. Non-Solicitation of Personnel

The Client may not employ, solicit, or contract any ASTARI staff or subcontractors involved in the Agreement during its term and for 12 months thereafter, unless explicitly agreed in writing.

28. Amendments to Terms

ASTARI reserves the right to amend these Terms. Minor updates may be implemented at any time. Material changes will be discussed with the Client where possible.

29. Governing Law & Jurisdiction

All Agreements are governed exclusively by Dutch law. Any disputes shall be submitted to the competent court in the district where ASTARI is established, unless mandatory law provides otherwise.