General Terms and Conditions

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General Terms and Conditions of Measure More

General terms and conditions for the services of Measure More, established in Amsterdam, February 2025.

Article 1 – General Measure More is engaged in the following services:

• Consultancy
• Quality management
• Training, Guidance and Coaching
• Logistic services
• QSHE Management
• Lean Management

The definitions indicated with capital letters have the following meaning in the context of these general terms and conditions:

• Measure More : the contractor, established in Amsterdam and registered with the Chamber of Commerce under number 74936816.
• Client : the natural or legal person who enters into an agreement with Measure More, uses the services of Measure More, or to whom Measure More has sent a quotation to which these general terms and conditions apply.
• Documents : all information or data made available to Measure More by the Client, as well as all data produced or collected by Measure More in the context of the execution of the Assignment, whether or not contained on (in)tangible carriers and whether or not placed with third parties.
• Activities : all Activities to be carried out by Measure More on behalf of the Client for which an Order has been placed and which have been accepted by Measure More, as well as all Activities resulting therefrom for Measure More.
• Assignment/Agreement : the agreement between Measure More and the Client regarding the provision of services, as recorded in a document agreed upon by both parties and any documents that may be declared applicable therein, such as the quotation.

Article 2 – Applicability These general terms and conditions apply to all quotations, agreements, orders and legal relationships, however named, between Measure More and Client, whereby Measure More undertakes/will undertake to perform Activities for Client, as well as to all Activities resulting therefrom for Measure More. Deviations from and additions to these general terms and conditions are only valid if they have been expressly agreed in writing in an agreement or order confirmation and/or statement of agreement signed by Measure More and Client. If any condition in these general terms and conditions and in the order confirmation/statement of agreement are mutually contradictory, the condition included in the order confirmation shall apply with regard to the contradiction. The applicability of the general terms and conditions of Client is expressly rejected by Measure More. These general terms and conditions may also be invoked by those natural persons and legal entities who are directly or indirectly involved in the Activities by or on behalf of Measure More in any way whatsoever, whether or not on the basis of an employment contract. If and as soon as it has been established that one or more provisions in these general terms and conditions are invalid, void or legally annulled, the other provisions of these terms and conditions will remain in full force and Measure More and the Client will replace the invalid, void or annulled provisions with provisions that correspond as much as possible with the invalid, void or annulled provisions in terms of purpose and scope. Measure More is entitled to amend or supplement these general terms and conditions. Amendments of minor importance can be implemented at any time. Major substantive changes will be discussed with the Client (in advance).

Article 3 – Formation of the Agreement Every offer from Measure More is without obligation, unless expressly stated otherwise in the offer. The Agreement is formed by signing the Agreement by both parties or by commencement of the actual execution of the Agreement by Measure More. The Agreement is entered into for a fixed period which will be indicated in the Agreement.

Article 4 – Client Data Client is obliged to provide Measure More with all Documents that Measure More deems necessary for the correct execution of the granted Assignment in the desired form, in the desired manner and in a timely manner. Measure More determines what is meant by desired form, desired manner and in a timely manner. Client guarantees the correctness, completeness and reliability of the Documents provided by him, even if these originate from third parties, unless otherwise follows from the nature of the Assignment. Measure More has the right to suspend the execution of the Assignment until the moment that Client has fulfilled the obligations referred to in the first and second paragraphs. Client must ensure that Measure More is informed without delay of facts and circumstances that may be important for the correct execution of the Activities. Additional costs and additional hours, as well as other damage for Measure More, due to the failure, untimely or improper provision by Client of Documents necessary for the execution of the Activities, shall be at the expense and risk of Client.

Article 5 – Execution of assignment Measure More will execute the assignment to the best of its ability and in compliance with the applicable laws and (professional) regulations. Measure More determines the manner in which the assignment granted will be executed. Measure More will, if possible, take into account timely and responsible instructions from the Client regarding the execution of the assignment. The Contractor has the right to have Work performed by a third party to be designated by the Contractor. Verbal commitments do not bind Measure More, unless this commitment has been confirmed in writing by Measure More. The agreement is entered into either per assignment or for a specific period. The following applies to the assignment: as long as the assignment has not been completed, or one of the parties has not indicated that it wishes to terminate the agreement, it is assumed that the agreement is in force. For contracts entered into for a specific period, the agreement must be fully complied with, subject to the statutory possibilities for termination. If the agreement has been entered into for a specific period, the term must be explicitly stated in the agreement. Any terms within which the Work must be carried out specified in the quotation, order confirmation or agreement shall only be approximate and shall not be considered fatal terms. Exceeding such a term shall therefore not constitute an attributable shortcoming on the part of Measure More and shall therefore not constitute grounds for terminating the Agreement. Terms within which the Work must be completed shall only be regarded as fatal terms if this has been expressly and explicitly agreed between the Client and Measure More. Measure More shall carry out its work largely online. Partial provision of services may take place at the Client's location, if and to the extent that this has been agreed in writing, on the condition that the Client ensures that the working conditions of Measure More's employees meet the requirements of Article 7:658 of the Dutch Civil Code and that the Client indemnifies Measure More against all claims based on or related to the failure to meet these requirements.

Article 6 – Electronic communication During the execution of the Assignment, the Client and Measure More may communicate with each other by electronic means and/or use electronic storage (including but not limited to cloud storage), networks, applications or other electronic systems. The Client and Measure More shall not be liable to each other for any damage that may arise for one or both of them as a result of the use of electronic means of communication, including – but not limited to – damage resulting from non-delivery or delay in the delivery of electronic communication, interception or manipulation of electronic communication by third parties or by software/equipment used for sending, receiving or processing electronic communication, transmission of viruses and the failure or malfunctioning of the telecommunications network or other means required for electronic communication, except to the extent that the damage is the result of intent or gross negligence. Both the Client and Measure More shall do or refrain from doing everything that may reasonably be expected of each of them to prevent the aforementioned risks from occurring. The data extracts from the sender's computer systems constitute compelling evidence of (the content of) the electronic communication sent by the sender until such time as the recipient provides evidence to the contrary.

Article 7 – Confidentiality Measure More is obliged to maintain confidentiality of confidential Documents of Client provided by or on behalf of Client towards third parties, other than those involved in the performance of Activities. Measure More is not entitled to use the Documents made available to it by Client for a purpose other than that for which they were obtained, unless Measure More and/or Employees act on their own behalf in a complaint, disciplinary, criminal, administrative, tax or civil procedure or an (higher) appeal procedure.

Article 8 – Intellectual property Measure More reserves all rights with regard to Intellectual property rights. All intellectual property rights that Measure More uses or has used or develops or has developed during the execution of the Assignment by the Client or arising from this, belong to Measure More. The Client is expressly prohibited from reproducing, publishing or exploiting the products on which intellectual property rights of Measure More rest, or products on which intellectual property rights rest with regard to the use of which Measure More has acquired rights of use – including in this context in any case, but not exclusively: computer programs, system designs, working methods, advice, (model) contracts, reports, templates, macros and other intellectual products, all in the broadest sense of the word. The Client is not permitted to provide the products referred to in the second paragraph to third parties without the prior written consent of the Contractor. For the purpose of performing Work for the Client and/or clients of Measure More, Measure More is entitled to use and further develop the knowledge, experience and general skills that Measure More has acquired as a result of performing the Work.

Article 9 – Terms If a term/date has been agreed between the Client and Measure More within which the Assignment must be carried out and the Client fails to: (a) make an advance payment – ​​if agreed – or (b) make the necessary Documents available on time, in full, in the desired form and in the desired manner, the Client and Measure More will consult on a new term/date within which the Assignment must be carried out. Terms within which the Activities must be completed are only to be regarded as a fatal term if this has been expressly agreed in writing between the Client and Measure More. The Assignment cannot – unless it has been established that execution is permanently impossible – be terminated by the Client due to exceeding the term, unless Measure More also fails to carry out the Assignment or fails to carry it out in full within a reasonable term notified to Measure More in writing after the expiry of the agreed term. Termination is then permitted in accordance with Article 6:265 of the Dutch Civil Code, but with the exception of that stated in Articles 12 and 13 of these General Terms and Conditions.

Article 10 – Fee and Costs The fee for the Activities is set out in the Agreement and depends on the nature and scope of the Activities. The costs of, for example, outsourced work, travel and accommodation expenses are invoiced separately from the fee. If no other agreement has been made, an hourly fee applies. All costs associated with the Activities (such as travel expenses and expenses) may be charged to the Client, depending on the nature and duration of the Assignment.

Article 11 – Payment Payment by the Client of the amounts owed to Measure More must be made within 14 days after the invoice date, without the Client being entitled to any deduction, discount or settlement, unless otherwise agreed. Payment is made by means of transfer to a bank account to be designated by Measure More.

Complaints or objections to the amount of the invoices do not suspend the payment obligations of the Client. If the Client has not paid within the term stated in the first paragraph, the Client is legally in default and Measure More is entitled to charge the statutory (commercial) interest from that moment on. The Client is also obliged to reimburse all judicial and extrajudicial (collection) costs incurred by Measure More.

Article 12 – Complaints Complaints regarding the Work performed and/or the invoice amount must be notified to Measure More in writing within thirty days after the date of dispatch of the Documents about which the Client is complaining, or within thirty days after the discovery of the defect, if the Client demonstrates that he could not reasonably have discovered the defect earlier.

Complaints do not suspend the Client's payment obligation. In the event of a justified complaint, Measure More has the choice between adjusting the fee, improving or re-performing the work free of charge, or not (partially) performing the Assignment in return for reimbursement of the invoice amount already paid.

Article 13 – Right of suspension Measure More is authorized to suspend the fulfillment of all its obligations until all due claims on Client have been paid in full. This does not apply to Documents of Client that have not been processed by Measure More.

Article 14 – Interim termination of the Assignment Either party may terminate the Agreement at any time with a notice period of one month, unless reasonableness and fairness oppose termination. Termination must be made in writing.

If the Assignment is terminated by the Client, Measure More is entitled to compensation for the loss of occupancy and the costs already incurred, including the costs of third parties engaged by Measure More.

Article 15 – Expiration period The Client's rights to claim expire after one year, unless otherwise provided in these general terms and conditions.

Article 16 – Liability and indemnities Measure More is only liable for damage if this is due to an attributable shortcoming, intent or deliberate recklessness. Liability is limited to the amount charged in the 12 months prior to the damage.

The Client indemnifies Measure More against claims from third parties arising from the provision of incorrect or incomplete Documents.

Article 17 – Force Majeure Force majeure means: circumstances that prevent the fulfillment of the agreement and that cannot be attributed to Measure More. In the event of force majeure, both parties may terminate the Agreement without any obligation to pay damages.

Article 18 – Confidentiality, storage and ownership of the file Measure More stores a file of the assignment, in which appropriate measures are taken to ensure confidentiality. The files remain the property of Measure More.

Article 19 – Applicable law and choice of forum All agreements between Client and Measure More are subject to Dutch law. All disputes will be settled by the competent court in the district where Measure More is established.