Article 1: General

These terms and conditions set out the terms of DRIIVN B.V., hereinafter referred to as: “DRIIVN”, with its registered office in Amsterdam and its place of business at Vondelstraat 35, Amsterdam, registered in the Commercial Register of the Chamber of Commerce for Amsterdam under file number: 67112757.

Article 2: Applicability

These terms and conditions apply to all offers and all agreements entered into by DRIIVN B.V., with its registered office in Amsterdam, hereinafter referred to as “DRIIVN”. The contracting party shall hereinafter be referred to as “the Client”.

In these terms and conditions, ‘Client’ means any natural or legal person to whom DRIIVN directs its offers or quotations, as well as any person who directs offers or quotations to DRIIVN and any person who places an order with DRIIVN or the party with whom DRIIVN enters into a contract, as well as any party with whom DRIIVN has any legal relationship, and, in addition to these, their representative(s), authorised representative(s), successors in title and heir(s).

The parties may deviate from these general terms and conditions. Any such deviating terms and conditions shall only form part of the agreement concluded between the parties if and to the extent that both parties have expressly agreed to this in writing.

The applicability of any terms and conditions of purchase or other terms and conditions of the Client is expressly excluded.

In these terms and conditions, ‘in writing’ shall also be understood to mean: by email, by fax or by any other means of communication which, in view of the state of the art and generally accepted standards, may be regarded as equivalent thereto.

The Client’s acceptance and retention, without comment, of a quotation or order confirmation referring to these terms and conditions shall constitute agreement to their application.

Should any provision (or part thereof) of these terms and conditions be deemed inapplicable, this shall not affect the applicability of the remaining provisions.

Article 3: Formation of contracts

If an offer from DRIIVN is accepted, the agreement shall only come into effect following written confirmation from DRIIVN, or at the point at which DRIIVN has commenced work on the project with the Client’s consent.

Verbal agreements are only binding on DRIIVN once they have been confirmed in writing by DRIIVN.

Any additions or amendments to the terms and conditions, or any other amendments or additions to the agreement, shall only become binding upon written confirmation by DRIIVN.

Article 4: Offers

All offers, quotations or price estimates from DRIIVN are non-binding and expire automatically after a period of 30 days, unless DRIIVN withdraws the offer and/or quotation and/or price estimate within that period, or unless DRIIVN specifies otherwise when making the offer, quotation or price estimate. If a quotation or offer contains a non-binding offer and this offer is accepted by the Client, DRIIVN is entitled to withdraw the offer within 5 working days of receiving the acceptance.

The prices charged by DRIIVN, as well as those stated in offers, quotations, price estimates and the like, are exclusive of VAT and any additional costs. These costs may include, but are not limited to, travel expenses, transport costs and invoices from third parties engaged by DRIIVN.

Advertising accounts, images and descriptions in quotations and on the user’s website, brochures, catalogues, drawings, models, specifications of colours and dimensions, as well as other details or descriptions, are as accurate as possible but are for illustrative purposes only. No rights may be derived from these, unless the parties have expressly agreed otherwise in writing.

The advertising accounts, images, brochures, catalogues, drawings and the like referred to in the previous paragraph of this article, and the intellectual property rights attached thereto, shall at all times remain the property of DRIIVN, unless the parties have expressly agreed otherwise in writing. These must be returned at DRIIVN’s first request. They may not be reproduced or made available to third parties for inspection without DRIIVN’s written consent.

Quotations do not automatically apply to future assignments.

DRIIVN cannot be held to its quotations or offers if the Client should reasonably understand that the quotations or offers, or any part thereof, contain an obvious error or typographical mistake.

Article 5: Performance of the contract

DRIIVN will perform the agreement to the best of its knowledge and ability and in accordance with the standards of good professional practice.

Where and to the extent that the proper performance of the agreement so requires, DRIIVN is entitled to engage third parties to carry out certain tasks.

The Client shall ensure that all information which DRIIVN indicates is necessary, or which the Client ought reasonably to understand is necessary for the performance of the agreement, is provided to DRIIVN in a timely manner. If the information required for the performance of the agreement has not been provided to DRIIVN in good time, DRIIVN shall be entitled to suspend the performance of the agreement or to charge the Client for any additional costs arising from the delay in accordance with the usual rates.

DRIIVN shall not be liable for any damage of any kind.

If, in the context of the assignment, work is carried out by DRIIVN or by third parties engaged by DRIIVN at the Client’s premises or at a location designated by the Client, the Client shall provide, free of charge, the facilities reasonably required by those employees.

The Client shall indemnify DRIIVN against any claims by third parties who suffer loss in connection with the performance of the agreement and where the cause of such loss is attributable to parties other than DRIIVN. Should DRIIVN be held liable by third parties on that basis, the Client shall be obliged to assist DRIIVN both in and out of court and to take all necessary steps without delay that may reasonably be expected of the Client in such circumstances. Should the

Should the Client fail to take adequate measures, DRIIVN shall be entitled, without notice of default, to take such measures itself. All costs and damages incurred by DRIIVN and third parties as a result shall be borne in full by the Client at its own risk.

Article 6: Specific provisions regarding search engine advertising (“SEA”) and/or search engine optimisation (“SEO”)

The Client grants DRIIVN, for the duration of the agreement, the exclusive right to carry out SEO work and/or run SEA campaigns in relation to the search engines and websites specified in writing. In this context, ‘SEA campaigns’ refers to advertising campaigns via advertising platforms such as Google AdWords and Bing Ads. In this context, ‘SEO work’ refers to all advisory and/or operational work aimed at improving the (technical) structure of the Client’s website(s) and all related activities aimed at improving the authority or relevance assigned to the website(s) by search engines on the basis of (link) references on third-party websites (also known as “link building” or “authority building”).

The Client grants DRIIVN exclusive authority to carry out all actions that DRIIVN deems necessary for setting up and managing the SEA campaigns and carrying out SEO work. Insofar as SEA and SEO-related work is carried out by third parties on behalf of the Client, the Client must notify DRIIVN of this in good time.

DRIIVN will endeavour to the best of its ability to achieve optimal positioning in the agreed search engines, but does not commit to achieving any specific result, in line with the applicable guidelines set out by the search engines. All statements made by DRIIVN regarding the potential results of SEO work are therefore indicative in nature. The Client cannot derive any rights from these statements. The Client also declares that they are aware that the success of SEO work depends in part on the extent to which the work and/or changes to the websiteare implemented and is prepared to implement the recommendations to the best of its ability and within a reasonable period following delivery.

The costs charged by search engines in connection with SEA campaigns must, in principle, be paid directly by the Client to the relevant advertising platform, without the involvement of DRIIVN. DRIIVN cannot be held responsible for the consequences of late payments or outstanding balances on the part of the Client.

DRIIVN undertakes to comply with the guidelines set out in the “Search Engine Marketing Code of Conduct” as drawn up by the trade association IAB. This code of conduct can be found at www.iab.nl. The Client, for its part, must comply with the general terms and conditions, specific regulations and editorial guidelines imposed by search engines on advertisers and website owners. DRIIVN is not responsible for the consequences of any breach of these regulations on the part of the Client.

Article 7: Specific provisions regarding Digital Analytics and Conversion Optimisation

DRIIVN will use its best endeavours to ensure the data quality and integrity of data collected on the Client’s website(s). However, the Client is responsible for the correct technical implementation of the software and/or tools used to collect this data on its own website, whether or not based on advice provided by DRIIVN in this regard.

DRIIVN’s analysis and reporting of findings and recommendations to the Client shall take place in accordance with the frequency and format specified in the quotation, the project proposal or the agreement forming the basis of the collaboration. If no reporting method has been specified, reporting shall be carried out in Dutch and/or English and in accordance with the standards of good professional practice, at a frequency of at least once a month. If no reporting medium has been agreed, the Contractor shall determine the medium to be used for this purpose.

Analysis and reporting of findings and recommendations by DRIIVN to the Client are based on the software and/or tools used by the Client for web analytics. The definitions of metrics or Key Performance Indicators (KPIs) used by the relevant software and/or tools shall be decisive in this regard. The metric ‘unique visitor’ therefore refers to a unique visitor in accordance with the definition and method of determination used by the relevant software and/or tools. Should DRIIVN deviate from this definition at any time, it is obliged to clearly specify this to the Client in the relevant report, or in the quotation, project proposal or agreement forming the basis of the collaboration.

DRIIVN undertakes to retain the results of the analysis, as well as those of any related previous analyses and the resulting reports, for at least six months, unless a different period is required by law or regulation or in view of the purpose of the analysis. The client has the option to shorten or extend the retention period at their request.

Data, analyses and/or dashboards collected by DRIIVN in relation to work carried out for the Client are stored within DRIIVN’s secure corporate network. DRIIVN reserves the right to permanently delete the Client’s data from its corporate network or to destroy it after the expiry of the six-month retention period, or at any earlier date deemed appropriate by the Client.

Article 8: Specific provisions regarding listings on job boards, display advertising, social media advertising and digital out-of-home advertising.

The Client warrants and shall confirm in writing, upon DRIIVN’s first request, that:

Advertising material supplied by the Client or by third parties engaged by the Client must be drawn up in accordance with IAB standards, be free from technical defects and be suitable for the implementation of performance measurement and monitoring systems (including ‘tagging’);

the information provided by the Client is accurate and complete, and that the Client will at all times make this information available to DRIIVN in a timely and complete manner, and that the Client will provide all other cooperation reasonably necessary for the performance of an Agreement;

The client shall at all times act in accordance with applicable domestic and foreign laws and regulations, advertising codes, (property) rights or third-party terms and conditions, and shall take all necessary measures to that end;

The client shall always provide a link to the landing page of a website that is traceable exclusively via the applicable performance measurement system (and not used for any other purposes), or an otherwise exclusive link;

The Client shall, for the duration of an Agreement, not alter, obscure or remove them, and shall store them with due care, shall not make them available to third parties, and shall protect them against any form of unauthorised use; furthermore, in the event of any unauthorised use or upon DRIIVN’s first request, the Client shall immediately take all necessary measures to cease such use;

The Client shall indemnify DRIIVN against any claims by third parties against DRIIVN arising from a breach by the Client of the aforementioned obligations.

The Client is aware that DRIIVN may use third-party software for the purpose of performing the agreement and agrees to the provisions or “terms and conditions” associated with the use of this software, but only insofar as the software used is explicitly mentioned in the agreement, the order confirmation or any other form of written communication between the Client and DRIIVN in which the performance of the work is agreed;

DRIIVN’s administrative and measurement systems shall be decisive for the calculation of the agreed fees, unless the Client’s measurement systems result in a higher calculation. In that case, the fee due shall be calculated on the basis of reasonably estimated measurement results;

The Client is obliged, immediately upon termination of an Agreement for any reason whatsoever, to remove the tags or “tracking code” immediately upon termination of an Agreement for any reason whatsoever, both on their own websites and on any third-party websites on which these tags have been placed, with the exception of tags belonging to the Client.

If the Client uses DRIIVN’s (user) licence(s) to purchase media themselves, the Client accepts full responsibility for the execution and financial consequences.

Written instructions from DRIIVN must always be strictly followed by the Client, but do not fully or partially exempt the Client from ultimate responsibility. Any direct or indirect loss suffered by DRIIVN as a result of the Client’s actions shall be fully compensated. The Client shall ensure that payments to DRIIVN are made in accordance with the agreed payment schedule and/or the stipulated payment terms. Any delay in meeting the agreed payment deadlines shall

DRIIVN reserves the right, without any prior written notice, to terminate the Agreement and to suspend its performance temporarily or permanently.

DRIIVN shall in no way be liable for any consequences arising from such termination or the cessation of performance.

Article 9: Amendment of the agreement

If, during the performance of the contract, it becomes apparent that it is necessary, for the proper performance of the contract, to amend or supplement the work to be carried out, the parties shall amend the contract accordingly in a timely manner and by mutual agreement.

If the parties agree to amend or supplement the agreement, this may affect the date of completion of the work. DRIIVN will notify the Client of this as soon as possible.

If any amendment to or addition to the agreement is likely to have financial implications, DRIIVN will inform the Client of this in advance.

If a fixed fee has been agreed, DRIIVN will specify the extent to which any amendment or addition to the agreement will result in this fee being exceeded.

Article 10: Contract term and performance period

Contracts are entered into for a fixed term of 3 months unless the parties agree otherwise in writing. Upon expiry of the initial contract term, contracts are automatically renewed for the same duration.

Any deadlines specified for the completion of an assignment shall never be regarded as strict deadlines, unless the parties have expressly agreed otherwise in writing. If DRIIVN fails to fulfil its obligations under the agreement, or fails to do so on time, it must therefore be given written notice of default.

If DRIIVN anticipates that it will be unable to fulfil its obligations within the specified timeframe, it shall notify the Client of this as soon as possible.

DRIIVN is entitled – in relation to the Client’s fulfilment of financial obligations – to require advance payment or security from the Client before proceeding to provide the services.

Any failure by DRIIVN to meet a delivery deadline as referred to in Article 9.2 of these terms and conditions does not constitute a breach attributable to DRIIVN and does not justify the Client terminating the contract, and consequently does not result in DRIIVN being liable to compensate the Client for any loss suffered as a result of the actual longer delivery period.

Article 11: Progress of the agreement

DRIIVN cannot be obliged to commence work on the assignment until it has received all the necessary information and any agreed payment (or instalment). In the event of any delays arising from this, the specified delivery times and the agreed contract term will be adjusted proportionally, and DRIIVN shall be entitled to suspend work, without prejudice to the Client’s obligation to fulfil its (payment) obligations.

Where, for reasons beyond DRIIVN’s control, the provision of services cannot take place as normal or without interruption, DRIIVN is entitled to charge the Client for any resulting costs.

Article 12: Fees

DRIIVN and the Client may agree on a fixed fee for the work to be carried out, or determine the fee retrospectively based on the actual hours worked. The parties shall set out the amount of the fixed fee or the applicable hourly rate in writing.

In addition, the parties may agree to make the fee partly dependent, in one way or another, on the outcome of the assignment. This may only apply if the exact terms of this arrangement are agreed in writing.

If the fee has not been agreed in writing, DRIIVN is authorised to determine it on the basis of its standard (hourly) rates applicable during the period in which the work was carried out.

For contracts with a duration of more than two months, the fee due may be invoiced on a monthly basis.

The prices and/or hourly rates applied are reviewed periodically (in principle on 1 January and/or 1 July) on the basis of wage and inflation figures, but will only result in an adjustment to the fee agreed with the Client after the expiry of the initial contract term in the case of a fixed-term contract, or after a minimum period of 12 months in the case of contracts of indefinite duration.

Media expenditure (also referred to as “media buying costs”) is, in principle, paid by the Client directly to the relevant advertising platform (e.g. Google AdWords).

Article 13: Confidentiality

Both parties are obliged to maintain the confidentiality of all confidential information obtained from each other or from other sources in the course of the agreement. Information is deemed confidential if this has been communicated by the other party or if this arises from the nature of the information.

The Client shall not copy the confidential information or make it available to third parties in any other way, unless with the prior written consent of DRIIVN.

The Client shall not use the confidential information for any purpose other than that for which it was provided by DRIIVN and shall not use it in any manner other than that specified by DRIIVN. The Client shall not make any alterations to documents or items containing confidential information belonging to DRIIVN.

The Client is obliged to ensure that its employees, agents and subcontractors who – by necessity – gain knowledge of the confidential information are bound in writing to the same confidentiality obligations as the Client, prior to receiving such confidential information.

In the event of a breach of one or more obligations set out in this clause, the Client shall owe DRIIVN an immediately payable penalty of €5,000.00 per breach for each day that the breach continues. This penalty is without prejudice to DRIIVN’s right to full compensation in accordance with the law.

The provisions of this article shall remain in force even after the termination or dissolution of the agreement.

Article 14: Complaints

Complaints regarding the work carried out must be reported in writing by the Client within 15 days of discovery, but no later than 30 days after completion of the work in question, failing which the Client shall be deemed to have fully accepted the result of the assignment. The notice of default must contain as detailed a description as possible of the shortcoming, so that DRIIVN is able to respond appropriately.

If a complaint is justified, DRIIVN will still carry out the work as agreed, unless this has since demonstrably become pointless for the Client. The Client must notify DRIIVN of this in writing.

If it is no longer possible or practical to carry out the agreed work, DRIIVN shall only be liable within the limits set out in Article 15.

The submission of a complaint shall in no circumstances suspend the Client’s payment obligations.

If a complaint is raised after the specified deadline, the Client shall no longer be entitled to have the complaint dealt with or to receive compensation.

If it is established that a complaint is unfounded, the costs incurred as a result, including investigation costs, shall be borne by

In such cases, the costs shall be borne in full by the Client.

Article 15: Intellectual Property

All copyright and other intellectual property rights relating to the services provided by DRIIVN are vested in DRIIVN. The Client acknowledges these rights and shall refrain from any infringement thereof. All copyright and other intellectual property rights relating to, amongst other things but not limited to, Google AdWords, Google Analytics and similar online accounts, shall be transferred to the Client “free of charge” upon first written request, but only if and when the Client has fulfilled its (payment) obligations.

All copyright and other intellectual property rights relating to the (online) tools and/or software made available by DRIIVN to the Client are vested exclusively in their respective owners; The Client is granted only the right to use these, in accordance with the specific terms of use applicable, which the Client is deemed to have taken note of.

All documents provided by DRIIVN are intended solely for use by the Client. The Client is not permitted to disclose or reproduce information obtained from DRIIVN in any form whatsoever, unless such disclosure has been authorised in writing by DRIIVN.

All documents supplied by DRIIVN in fulfilment of the project remain the property of DRIIVN. Upon expiry or termination of the contract, DRIIVN may request the Client to destroy or return these documents.

The Client shall indemnify DRIIVN against all claims by third parties relating to intellectual property rights in the information and documents made available by the Client to DRIIVN, which are used in the performance of the agreement.

DRIIVN reserves the right to use the knowledge acquired during the performance of the work for other purposes, provided that no confidential information belonging to the Client is disclosed to third parties.

Article 16: Liability

The Client guarantees the accuracy and completeness of the information provided by the Client to DRIIVN in connection with the conclusion and performance of the agreement and shall at all times notify DRIIVN immediately in writing of any changes to the information provided. DRIIVN shall not be liable for any claims by the Client and/or third parties arising from or in connection with information provided by the Client to DRIIVN that is incorrect and/or incomplete information provided by the Client to DRIIVN, or with changes to the information provided that were not reported to DRIIVN by the Client in a timely manner.

Any liability on the part of DRIIVN, as well as that of its employees and any persons engaged by DRIIVN in the performance of the assignment, is limited to the amount paid out in the relevant case under DRIIVN’s professional/public liability insurance, including the excess to be borne by DRIIVN.

In the event that DRIIVN’s professional/public liability insurance, as referred to in Article 15.2, does not provide cover in a specific case, the liability of DRIIVN, as well as that of its employees and any persons engaged by DRIIVN in the performance of the assignment, shall be limited to a maximum of the total fees received by DRIIVN during the three months preceding the event giving rise to the damage. This limitation of liability applies on an annual basis, regardless of the number of events giving rise to damage.

The Client shall indemnify DRIIVN against any claims from third parties who suffer loss in connection with the performance of the agreement and where the cause of such loss is attributable to the Client.

DRIIVN shall in no circumstances be liable for any loss or damage suffered by the Client or third parties as a result of incorrect, incomplete or untimely information provided by the Client.

DRIIVN shall in no circumstances be liable for any damage whatsoever arising from errors in software or other computer programmes used by DRIIVN.

DRIIVN shall in no circumstances be liable for any loss whatsoever arising from the fact that (email) messages sent by the Client to DRIIVN have not reached DRIIVN.

DRIIVN’s liability for indirect damage is excluded. Indirect damage is defined as any damage that is not direct damage and therefore includes, but is not limited to, consequential damage, loss of profit, missed savings, reduced goodwill, loss of business, loss arising from a failure to define marketing objectives, loss relating to the use of data or data files specified by the client, or the loss, corruption or destruction of data or data files.

DRIIVN shall not be liable for any damage to, loss of or destruction of objects, materials, or visual or textual data in any form whatsoever that have been made available by it or on behalf of the Client, or that have been produced by third parties at the Client’s request.

Advice provided by DRIIVN constitutes a best-efforts obligation and not a guarantee of results. No guarantees of results are deemed to have been given when advice is provided. DRIIVN is therefore not liable in respect of advice provided if no results are achieved.

DRIIVN accepts no liability whatsoever for the loss of or changes to data supplied via digital media or email. The Client, or any third parties engaged by the Client, must always check this data for accuracy and completeness.

DRIIVN accepts no liability whatsoever for the content of the websites or multimedia materials it produces.

DRIIVN accepts no liability whatsoever for the possible presence of viruses on the data storage media it supplies, or in data or software supplied via the internet or downloaded from it. The Client must check the data carriers, data or software supplied for the presence of viruses themselves.

DRIIVN accepts no liability whatsoever for information, freeware or shareware made available via the internet or intranet. DRIIVN accepts no liability whatsoever for the accuracy of the information provided or for the proper functioning of the software available, nor for any consequences arising therefrom.

Unless performance by DRIIVN is permanently impossible, DRIIVN shall only be liable for attributable failure to perform the Agreement if the Client gives DRIIVN immediate written notice of default, setting a reasonable period for the rectification of the breach, and DRIIVN continues to fail culpably to fulfil its obligations even after that period has elapsed. The notice of default must contain as complete and detailed a description of the breach as possible, so that DRIIVN is given the opportunity to respond appropriately.

Any claim for damages by the Client against DRIIVN that has not been specified and explicitly reported shall lapse by the mere expiry of twelve (12) months following the date on which the claim arose.

The exclusions and limitations referred to in this article shall not apply if and to the extent that the damage results from wilful misconduct or gross negligence on the part of DRIIVN or its management.

Article 17: Payment

Invoices are issued monthly in advance; payment is due within 14 days of the invoice date, in the manner specified by DRIIVN and in the currency in which the invoice is issued. Any objections to the amount of the invoices do not suspend the obligation to pay.

The Client shall make the payments due to DRIIVN without any discount or set-off, except for set-off against set-offable advances relating to the agreement which the Client has provided to DRIIVN. The Client is not entitled to suspend payment of invoices for work already carried out.

If the Client fails to fulfil their obligation to pay the invoices within the specified payment term, the Client shall owe, in addition to the amount due, interest at a rate equal to the statutory (commercial) interest rate plus 2% (that is to say: two per cent) per month.

In the event of the Client’s liquidation, bankruptcy, seizure of assets or suspension of payments, DRIIVN’s claims against the Client shall become immediately due and payable.

DRIIVN is entitled to apply payments made by the Client first towards costs, then towards any interest due, and finally towards the principal sum and any current interest. DRIIVN may, without thereby being in default, refuse an offer of payment if the Client specifies a different order of allocation. DRIIVN may refuse full repayment of the principal sum if the interest due and accruing, as well as the costs, are not also paid at the same time.

Article 18: debt collection costs

If the Client is in default or fails to fulfil one or more of its obligations towards DRIIVN, all costs incurred in obtaining satisfaction out of court, such as those relating to the sending of reminders, demands for payment, and including the actual legal and bailiff’s fees incurred, shall be borne by the Client. These costs shall in any event amount to 15 per cent (in words: fifteen per cent) of the total invoice amount due and not paid within the payment term.

If DRIIVN demonstrates that it has incurred costs in excess of the aforementioned percentages, the Client shall also be liable to pay the excess amount to DRIIVN.

The Client shall furthermore be liable to DRIIVN for all costs incurred by DRIIVN, including – but not limited to – the actual legal fees and court fees associated with conducting legal proceedings, in all instances, unless these are unreasonably high in view of the applicable and customary rates charged by, for example, solicitors, and unless DRIIVN has been found to be in the wrong in legal proceedings following a judgment that has become final.

Article 19: Communication

Should the Client send any digital message to DRIIVN, the Client may only assume that this message has reached DRIIVN if the Client has received confirmation of its receipt, other than an automatic acknowledgement of receipt.

General information provided by DRIIVN, whether or not on the Internet and whether or not at the Client’s request, is non-binding and shall never be regarded as advice given by DRIIVN in the context of an assignment entrusted to it, except where a statement by DRIIVN indicates otherwise or where the advice relates specifically to the Client’s personal circumstances.

Until the Client has notified DRIIVN of a change of address, DRIIVN may assume that the Client can be contacted at the address provided by the Client at the start of the assignment, including their email address.

Article 20: Retention of title

DRIIVN retains ownership of the goods delivered and to be delivered under the agreement until such time as the Client has fulfilled its related payment obligations to DRIIVN. These payment obligations consist of payment of the agreed price, plus all claims relating to work carried out in connection with the agreement, as well as claims for any compensation for damages arising from a failure on the part of the Client to fulfil its obligations.

The Client may only resell the goods subject to retention of title in the course of its normal business operations.

Should DRIIVN invoke its retention of title, the relevant agreement shall be deemed terminated, without prejudice to DRIIVN’s right to claim compensation for damages, loss of profit and interest.

The Client is obliged to notify DRIIVN immediately in writing should third parties assert rights over items subject to retention of title under this clause.

Article 21: Suspension of Services

DRIIVN reserves the right to (temporarily) suspend the provision of products and/or services and/or to restrict their use if the Client fails to fulfil an obligation to DRIIVN under the agreement, or acts in breach of these terms and conditions. The obligation to pay the amounts due remains in force even during the period of suspension.

DRIIVN will activate the product and service as soon as the Client has fulfilled their obligation and paid the agreed amount for the product or service.

Article 22: Return of items made available

If DRIIVN has made items available to the Client during the performance of the assignment, the Client is obliged, at DRIIVN’s request, to return the items within 14 days in their original condition, free from defects and in full. If the Client fails to fulfil this obligation, all costs arising therefrom shall be borne by the Client.

If, for whatever reason, the Client, following a formal notice to that effect, still fails to fulfil the obligation referred to in clause 1, DRIIVN shall be entitled to recover from the Client any resulting damage and costs, including the costs of replacement.

Article 23: Force majeure

In the event of force majeure, DRIIVN is entitled, without judicial intervention, either to suspend the performance of the contract or to terminate the contract, without being liable for any compensation. If the force majeure situation arises whilst the agreement has been partially performed, the Client shall be obliged to fulfil its obligations towards DRIIVN up to that point. All costs incurred by DRIIVN up to that point shall be immediately and fully payable.

Circumstances constituting force majeure shall include, amongst others: war, civil unrest, mobilisation, domestic and international disturbances, government measures, strikes and lockouts by workers, disruption to exchange rates existing at the time the contract was entered into, weather conditions, operational disruptions caused by fire, accident or other incidents and natural phenomena, regardless of whether these circumstances arise at DRIIVN, its suppliers or third parties engaged by it for the performance of the obligation.

Article 24: Suspension, termination and dissolution

DRIIVN is entitled to terminate the agreement in writing at any time.

If the Client wishes to terminate the collaboration in the case of contracts with a term of 12 months or less, there are two options:

1. Reallocation of Hours: The agreed hours, as set out in the collaboration agreement and/or quotation, may still be utilised, but for a different area of expertise or service within the agreed collaboration period. This allows the Client to utilise the remaining hours in a way that better suits their current needs.

2. Immediate Termination by Buy-out: The Client may choose to terminate the collaboration immediately by buying out the remaining hours to be worked and paid for, as agreed in the collaboration agreement. Under this option, the Client shall pay 75 per cent of the total outstanding hours. This amount serves as compensation for the unused hours and the capacity planned in advance.

For contracts with a term of more than 12 months or for an indefinite period, the Client must give three calendar months’ notice of termination.

An exception applies to Option 1 and Option 2 if the termination is based on facts and circumstances attributable to DRIIVN and the applicable (complaints) procedure has been followed by the Contractor. Furthermore, in such a case, the Client is obliged to pay the invoices for work carried out up to that point. The provisional results of the work carried out up to that point will therefore be made available to the Client subject to reservation.

DRIIVN is entitled to suspend the fulfilment of its obligations or to terminate the agreement if: the Client fails to fulfil, or fails to fulfil in full or on time, the obligations under the agreement; circumstances coming to DRIIVN’s attention after the conclusion of the agreement give good reason to fear that the Client will not fulfil its obligations; upon conclusion of the agreement, the Client was requested to provide security for the fulfilment of its obligations under the agreement and such security has not been provided or is insufficient; if, due to a delay on the part of the Client, DRIIVN can no longer be expected to fulfil the contract on the terms originally agreed, DRIIVN shall be entitled to terminate the contract.

Furthermore, DRIIVN is entitled to terminate the contract if circumstances arise which are such that performance of the contract is impossible, or if other circumstances arise which are such that DRIIVN cannot reasonably be expected to maintain the contract unchanged.

If the agreement is terminated, DRIIVN’s claims against the Client shall become immediately due and payable. If DRIIVN suspends the performance of its obligations, it shall retain its rights under the law and the agreement.

Should DRIIVN proceed with suspension or termination, it shall in no way be liable for compensation for any loss or costs arising therefrom in any way whatsoever.

If the termination is attributable to the Client, DRIIVN is entitled to compensation for the loss, including the costs, incurred directly and indirectly as a result.

If the Client fails to fulfil its obligations arising from the agreement and this breach justifies termination, DRIIVN shall be entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or damages, whilst the Client is, on the grounds of breach of contract, obliged to pay damages or compensation.

If the agreement is terminated prematurely by DRIIVN, DRIIVN shall, in consultation with the Client, arrange for the transfer of any outstanding work to third parties. This shall not apply if the termination is attributable to the Client. If the transfer of the work entails additional costs for DRIIVN, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless DRIIVN indicates otherwise.

In the event of liquidation, an application for or grant of a moratorium on payments, bankruptcy, or attachment – if and insofar as the attachment has not been lifted within three months – at the Client’s expense, debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, DRIIVN shall be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or damages. In such a case, DRIIVN’s claims against the Client shall become immediately due and payable.

If the Client cancels a placed order in whole or in part, the goods ordered or prepared for that order, together with any costs already incurred in connection therewith, the loss of profit arising therefrom and the working time reserved for the performance of the contract, be charged to the Client in full.

If a Client wishes to make changes to the execution of a project or assignment, DRIIVN is under no obligation to do so. DRIIVN shall then be entitled to cancel the assignment. In that case, the Client shall be liable for any loss suffered by DRIIVN, including, but not limited to, loss of profit and costs incurred.

Article 25: Recruitment of staff

The Client is not permitted, during the course of the collaboration with DRIIVN plus a period of 12 months, to recruit (former) employees of DRIIVN or to award contracts to them as freelancers or self-employed persons, without the prior written approval of DRIIVN’s management. In the event of a breach of the provisions of this article, the Client shall owe DRIIVN an immediately payable penalty of €25,000 plus €2,500.00 for each day that the breach continues. This penalty is without prejudice to DRIIVN’s right to full compensation in accordance with the law.

Article 26: Dispute resolution and applicable law

Notwithstanding the statutory rules governing the jurisdiction of the civil courts, any dispute between DRIIVN and the Client, where the court has jurisdiction, shall be settled by the District Court of Amsterdam, even if the Client is a party not established in the Netherlands.

However, DRIIVN retains the right to bring legal proceedings against the Client before the court having jurisdiction under the law or the applicable international treaty.

Any agreement between DRIIVN and the Client shall be governed exclusively by Dutch law.

If a version of these terms and conditions in a language other than Dutch applies to the agreement between DRIIVN and the Client, the meaning intended in the Dutch text shall be decisive when interpreting the provisions. This means that, as far as possible, the interpretation must be aligned with the intended meaning of the Dutch text, whereby the parties agree that the wording of the provisions of these terms and conditions must be interpreted as grammatically correctly as possible.

Article 27: Amendments to the terms and conditions

DRIIVN is authorised to make changes to these terms and conditions. These changes shall take effect on the announced date of entry into force and following the dispatch of the amended terms and conditions, whether or not electronically, by DRIIVN to the Client.