General conditions of cooperation

Article 1 - Definitions
- a. BTX Aannemersbedrijf B.V., located in De Lier, Chamber of Commerce number 84067527, is hereinafter referred to as the Client.
- b. The other party to the agreement is referred to as the Contractor (self-employed / freelancer).
- c. The parties to the agreement are the Client and the Contractor collectively.
- d. The agreement refers to the contract for the performance of services between the parties.
- e. The parties explicitly declare that no employment relationship exists as defined in Article 7:610 of the Dutch Civil Code. The Contractor performs the work independently and at their own expense and risk. The provisions of this agreement are in accordance with the Dutch DBA Act (Wet DBA).

Article 2 - Applicability of general terms
- a. These terms and conditions apply to all assignments, quotations, agreements, and work between the Client and the Contractor.
- b. Deviations from these terms are only valid if agreed upon in writing and explicitly by both parties.

Article 3 - Execution of the assignment
- a. The Contractor shall carry out the work independently, at their own discretion, and without supervision or direction from the Client.
- b. The Contractor is responsible for how the assignment is executed and commits to performing with due skill and care.
- c. No hierarchical relationship exists. The Client does not issue instructions regarding how the work is performed, only regarding the desired result.
- d. The Contractor independently determines the work method, working hours, and necessary resources unless otherwise agreed.

Article 4 - Compensation and payment
- a. The compensation is determined in the assignment confirmation.
- b. Unless otherwise agreed, the Contractor invoices monthly based on hours worked.
- c. Invoices must be paid by the Client within 30 days of the invoice date.
- d. In case of late payment, the Client is in default and the Contractor is entitled to statutory commercial interest and collection costs.

Article 5 - Independence and liability
- a. The Contractor declares that they are an independent entrepreneur and are responsible for their own taxes, contributions, and insurance.
- b. The Contractor indemnifies the Client against claims arising from non-compliance with tax or social security obligations.
- c. The Contractor is required to hold valid liability insurance (business liability insurance) providing sufficient coverage for damages that may arise from performing the agreed services.

Article 6 - Materials and tools
- a. The Contractor provides all materials, tools, and transportation required for the execution of the assignment, unless otherwise agreed in writing.

Article 7 - Confidentiality
- a. The Contractor is obliged to keep confidential all information obtained during the execution of the assignment.
- b. This obligation remains in effect after the agreement has ended.

Article 8 - Intellectual property
- a. Unless otherwise agreed in writing, all rights to the results of the work carried out by the Contractor for the Client belong to the Client.

Article 9 - Contractor’s liability
- a. The Contractor is liable for all damage caused by their failure or unlawful act, except in cases of intent or gross negligence on the part of the Client.

Article 10 - Duration and termination of the agreement
- a. The agreement is entered into for a fixed or indefinite term, as stated in the assignment confirmation.
- b. Termination must be in writing and with reasonable notice.

Article 11 - Leave and termination without notice
- a. ‘Leave’ refers to a prior announced absence by the Contractor of at least two consecutive working days during which no services are provided to the Client.
- b. During this period, payments to the Contractor are suspended.
- c. Payments resume after a full week of work following the return from leave.
- d. This suspension does not entitle the Contractor to interest or damages.
- e. If the Contractor terminates the agreement without valid reason due to a serious breach by the Client, the Client reserves the right to withhold payment for the final week of work as compensation.
- f. A ‘valid reason’ is defined as a severe breach of contractual obligations by the Client, such as non-payment or failure to meet agreed working conditions.
- g. The existence of a valid reason is assessed based on a written explanation from the Contractor followed by a joint evaluation. In case of disagreement, Article 15 applies.

Article 12 - Loyalty clause (non-competition)
- a. The Contractor agrees that during the term of the agreement and for 12 months after its termination:
- i. they will not work, directly or indirectly, for clients of the Client;
- ii. they will not enter into employment or partnerships with the Client’s clients or partners;
- iii. they will not attempt to engage or solicit the Client’s staff or other contractors.
- b. In case of breach, the Contractor shall pay a penalty of €10,000 per violation, plus €1,000 for each day the violation continues.
- c. The Client retains the right to claim additional damages beyond this penalty.

Article 13 - Force majeure
- a. In the event of circumstances beyond the control of either party that make execution impossible, both parties have the right to terminate the agreement without compensation.

Article 14 - Applicable law and competent court
- a. This agreement is governed exclusively by Dutch law.
- b. Disputes shall be submitted to the competent court in the district where the Client is registered.