Definitions

1. Weaver Human Factors Engineering; Weaver Human Factors Engineering established in Oirschot, Chamber of Commerce no. 63262819.

2. Client: the person with whom Weaver Human Factors Engineering has entered into an agreement.

3. Parties: Weaver Human Factors Engineering and client together.

4. Services: The services that Weaver Human Factors Engineering provides to its clients may include:

• Advice and guidance related to the design and development processes for devices and application User Interfaces,
• Organizing Usability (observation) studies,
• Report and protocol (co) writing.
• Training on Human Factors Engineering principles, guideline and methods.
• Product and/or Process reviews related to User Interface usability design and evaluation.

Applicability

1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services by or on behalf of Weaver Human Factors Engineering.
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The parties expressly exclude the applicability of deviating general terms and conditions of the client or of third parties.

Confidentiality

1. The client is not allowed to communicate to third parties about methods, techniques or the content of advice or reports made by Weaver Human Factors Engineering, unless necessary in relation to the use or implementation of Weaver Human Factors Engineering products or services.
2. Information that the client knows an shares with Weaver Human Factors Engineering or can reasonably be suspected to be confidential in nature, will be treated confidentially by Weaver Human Factors Engineering.

Intellectual property

1. The intellectual property of all content and information developed in relation to an assignment (including: presentations, training materials, strategies, (document) templates, flowcharts), are exclusively owned by Weaver Human Factors Engineering.
2. Transfer of any intellectual property or a derived right of use will only take place explicitly and in writing.
3. A transfer as stated in article 2 will not affect the rights or possibilities of Weaver Human Factors Engineering to use or exploit for other purposes any part, concept, idea, design, algorithm, documentation, works, programming language, protocol, standard and such which is based on the intellectual property.
4. A transfer as stated in article 2 will not affect the rights or possibilities of Weaver Human Factors Engineering to develop similar or derived products or services to those that are or have been developed on behalf of the client.
5. Changing or removing designations of ‘Weaver Human Factors Engineering’ in relation to confidentiality, trademarks, branding or intellectual property requires written approval by Weaver Human Factors Engineering.

Offers and quotations

1. Offers and quotations from Weaver Human Factors Engineering are without engagement, unless expressly stated otherwise.
2. An offer or quotation is valid for a maximum period of 2 months from its date, unless another acceptance period is stated in the offer or quotation.
3. If the client does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
4. Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.

Acceptance

1. Upon acceptance of a quotation or offer without engagement, Weaver Human Factors Engineering reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the client.
2. Verbal acceptance of the client only commits Weaver Human Factors Engineering after the client has confirmed this in writing (or electronically).

Prices

1. All prices used by Weaver Human Factors Engineering are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
2. The price with regard to services is determined by Weaver Human Factors Engineering on the basis of the actual working hours.
3. The price is calculated according to the agreed hourly rate of Weaver Human Factors Engineering, valid for the period in which he carries out the work.
4. If the parties have agreed on a total amount for a service provided by Weaver Human Factors Engineering, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which can not be deviated from.
5. Weaver Human Factors Engineering is entitled to deviate up to 10% of the target price.
6. If the target price exceeds 10%, Weaver Human Factors Engineering must let the client know in due time why a higher price is justified.
7. If the target price exceeds 10%, the client has the right to cancel the part of the order that exceeds the target price by 10%.
8. Weaver Human Factors Engineering has the right to adjust prices annually.
9. Weaver Human Factors Engineering will communicate price adjustments to the client prior to the moment the price increase becomes effective.
10. The client has the right to terminate the contract with Weaver Human Factors Engineering if he does not agree with the price increase.

Payments and payment term

1. The client must pay invoices of Weaver Human Factors Engineering within 14 days, unless parties have made other agreements about this or if the invoice has a different payment term.
2. In principle, time-based fee and costs will be charged monthly.
3. Payment terms are considered as fatal payment terms. This means that if the client has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Weaver Human Factors Engineering having to send the client a reminder or to put him in default.
4. Weaver Human Factors Engineering reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

Consequences of late payment

1. If the client does not pay within the agreed term, Weaver Human Factors Engineering is entitled to charge an interest of 1% per month from the day the client is in default, whereby a part of a month is counted for a whole month.
2. When the client is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Weaver Human Factors Engineering.
3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
4. If the client does not pay on time, Weaver Human Factors Engineering may suspend its obligations until the client has met his payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the client, the claims of Weaver Human Factors Engineering on the client are immediately due and payable.
6. If the client refuses to cooperate with the performance of the agreement by Weaver Human Factors Engineering, he is still obliged to pay the agreed price to Weaver Human Factors Engineering.

Suspension of obligations by the client

The client waives the right to suspend the fulfillment of any obligation arising from this agreement.

Settlement

The client waives his right to settle any debt to Weaver Human Factors Engineering with any claim on Weaver Human Factors Engineering.

Insurance

1. The client undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:

• goods delivered that are necessary for the execution of the underlying agreement
• goods being property of Weaver Human Factors Engineering that are present at the premises of the client
• goods that have been delivered under retention of title

2. At the first request of Weaver Human Factors Engineering, the client provides the policy for these insurances for inspection.

Guarantee

When parties have entered into an agreement with services included, these services only contain best-effort obligations for Weaver Human Factors Engineering, not obligations of results.

Performance of the agreement

1. Weaver Human Factors Engineering executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Weaver Human Factors Engineering has the right to have the agreed services (partially) performed by third parties.
3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the client.
4. It is the responsibility of the client that Weaver Human Factors Engineering can start the implementation of the agreement on time.
5. If the client has not ensured that Weaver Human Factors Engineering can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the client.

Duty to inform by the client

1. The client shall make available to Weaver Human Factors Engineering all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
2. The client guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
3. If and insofar as the client requests this, Weaver Human Factors Engineering will return the relevant documents.
4. If the client does not timely and properly provides the information, data or documents reasonably required by Weaver Human Factors Engineering and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the client.

Duration of the agreement

1. The agreement between Weaver Human Factors Engineering and the client is entered into for the duration of 6 months, unless it results otherwise from the nature of the agreement or if the parties have expressly agreed otherwise in writing.
2. If a fixed-term contract has been entered into, it will be tacitly extended on a month-to-month basis (i.e. the same day of the following month) at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 1 month.
3. If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the client must give Weaver Human Factors Engineering a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.

Indemnity

The client indemnifies Weaver Human Factors Engineering against all third-party claims that are related to the products and/or services supplied by Weaver Human Factors Engineering.

Complaints

1. The client must examine a product or service provided by Weaver Human Factors Engineering as soon as possible for possible shortcomings.
2. If a delivered service does not comply with what the client could reasonably expect from the agreement, the client must inform Weaver Human Factors Engineering of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
3. Clients must inform Weaver Human Factors Engineering of this within two months after detection of the shortcomings.
4. The client gives a detailed description as possible of the shortcomings, so that Weaver Human Factors Engineering is able to respond adequately.
5. The client must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this can in any case not lead to Weaver Human Factors Engineering being forced to perform other work than has been agreed.

Giving notice

1. The client must provide any notice of default to Weaver Human Factors Engineering in writing.
2.  It is the responsibility of the client that a notice of default actually reaches Weaver Human Factors Engineering (in time).

Joint and several Client liabilities

If Weaver Human Factors Engineering enters into an agreement with several clients, each of them shall be jointly and severally liable for the full amounts due to Weaver Human Factors Engineering under that agreement.

Liability of Weaver Human Factors Engineering

1. Weaver Human Factors Engineering is only liable for any damage the client suffers if and insofar as this damage is caused by intent or gross negligence.
2. If Weaver Human Factors Engineering is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
3. Weaver Human Factors Engineering is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
4. Human Factors Engineering and its related persons are not liable for contracted third parties
5. If Weaver Human Factors Engineering is liable, its liability is limited to the amount paid by a closed (professional) liability insurance with a maximum of € 250.000 (two hundred and fifty thousand) per event, and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
6. All images, photos, colors, drawings, descriptions on the companies website or in a catalog are only indicative and are only approximate and can not lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry period

Every right of the client to compensation from Weaver Human Factors Engineering shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.

Dissolution

1. The client has the right to dissolve the agreement if Weaver Human Factors Engineering imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
2. If the fulfillment of the obligations by Weaver Human Factors Engineering is not permanent or temporarily impossible, dissolution can only take place after Weaver Human Factors Engineering is in default.
3. Weaver Human Factors Engineering has the right to dissolve the agreement with the client, if the client does not fully or timely fulfill his obligations under the agreement, or if circumstances give Weaver Human Factors Engineering good grounds to fear that the client will not be able to fulfill his obligations properly.

Force majeure

1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Weaver Human Factors Engineering in the fulfillment of any obligation to the client cannot be attributed to Weaver Human Factors Engineering in any situation independent of the will of Weaver Human Factors Engineering, when the fulfillment of its obligations towards the client is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Weaver Human Factors Engineering .
2. The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a situation of force majeure arises as a result of which Weaver Human Factors Engineering cannot fulfill one or more obligations towards the client, these obligations will be suspended until Weaver Human Factors Engineering can comply with it.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
5. Weaver Human Factors Engineering does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Modification of the agreement

If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.

Changes in the general terms and conditions

1. Weaver Human Factors Engineering is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.
3. Major changes in content will be discussed by Weaver Human Factors Engineering with the client in advance as much as possible.
4. Clients are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

1. The client can not transfer its rights deferring from an agreement with Weaver Human Factors Engineering to third parties without the prior written consent of Weaver Human Factors Engineering .
2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

Consequences of nullity or annullability

1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Weaver Human Factors Engineering had in mind when drafting the conditions on that issue.

Applicable law and competent court

1. Dutch law is exclusively applicable to all agreements between the parties.
2. The Dutch court in the district where Weaver Human Factors Engineering is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

Drawn up on 02 April 2019.