General Terms and Conditions applied by Xandstorm IBC. (Xandstorm), an International Business- and Limited Liability Company, incorporated under the ANGUILLA COMPANIES ACT 2000 (Section 9).

Article 1 - Applicability

  1. These Terms and Conditions are applicable to all offers and agreements by or with Xandstorm, and all associated efforts of both preparatory and executive nature, unless agreed otherwise in writing.
  2. These Terms and Conditions are drafted in both Dutch and English. In the event of differences in interpretation, the Dutch version will prevail.

Article 2 – Offer and acceptance

  1. Assignments awarded to Xandstorm will be performed exclusively for the Client. Third parties cannot derive any rights from the content of services performed.
  2. All offers and quotations made by or because of Xandstorm are without obligation regarding both price and content, and are valid for 30 days.
  3. An agreement is reached at the moment that Xandstorm receives and accepts the offer and Service provision agreement with signed approval by the Client.
  4. All assignments are accepted and performed by Xandstorm only after receiving the advance payment sum as stipulated in the Service provision agreement.
  5. Additions and amendments to the agreement are valid only if made with mutual consent and recorded in writing.

Article 3 – Duration and termination

  1. An agreement of indefinite duration may be terminated by either Party through written notification to the other Party, observing a notice period of 2 months.
  2. Xandstorm is entitled to terminate the agreement with immediate effect and without notice of default or judicial intervention, in the event that the Client is declared bankrupt, applies for or is granted a suspension of payments, or is placed under guardianship.

Article 4 – Service performance

  1. Xandstorm shall perform research and / or investigative activities, following the Client’s written acceptance of the service offer / proposal.
  2. The performance times indicated by Xandstorm to perform its services are approximate and serve as an indication only. Exceeding these times does not entitle the Client to compensation or to terminate the agreement.
  3. All research and / or investigative activities are concluded with a written and / or verbal report containing proposals with regard to improvement areas and security-enhancing procedures and measures.
  4. All intellectual property rights pertaining to the reports developed and provided pursuant to the Service provision agreement remain with Xandstorm.

Article 5 – Reservation of ownership

  1. In the event that Xandstorm delivers goods to the Client, these are delivered under reservation of ownership.
  2. Goods delivered by Xandstorm, which may include measuring equipment, software, (electronic) files, etcetera, remain the property of Xandstorm until the Client has satisfied all his obligations pursuant to the agreement concluded with Xandstorm.
  3. The Client shall not incorporate or misappropriate the goods delivered, other than as part of the normal operations of his business, nor encumber these goods with third party rights.
  4. If the Client remains in payment default of any sums due and demandable, Xandstorm is entitled to reclaim all goods not paid for, insofar as these have already been delivered to the Client.
  5. All intellectual property rights pertaining to goods delivered by Xandstorm that have been developed by Xandstorm, remain with Xandstorm.

Article 6 – Remuneration

  1. All rates are quoted exclusive of sales tax and any other taxes levied by the state.
  2. The rates are listed exclusive of all expenses, unless agreed otherwise in writing.
  3. If the offer lists an approximate price, the amount quoted is nothing other than an obligation- free estimation of the costs.
  4. If a fixed rate is agreed with the Client, this shall apply exclusively to Xandstormʼs activities as detailed in the Service provision agreement.
  5. Xandstorm is entitled to unilaterally adjust the applied rates. If the adjustment concerns an increase of more than 10%, or if the increase takes effect within three months of the start of the agreement between Xandstorm and the Client, the Client is entitled to terminate the agreement.
  6. The right to termination expires on the 14th day following the invoice date of the first invoice sent to the Client after the rate increase.

Article 7 – Relation between parties

  1. Xandstorm shall exercise all due care in performing awarded assignments.
  2. The Client shall make available to Xandstorm all information and all items that Xandstorm requires to properly perform the assignment, at the requested time and in the requested form.
  3. Xandstorm is entitled to suspend performing the assignment until such time that the Client satisfies the obligations stipulated in the previous term.
  4. The Client warrants the accuracy, completeness and reliability of the information and items made available to Xandstorm. Xandstorm cannot be held liable for any damages caused by incorrect or incomplete information provided by the Client.
  5. Parties shall each observe strict confidentiality with regard to all information acquired by either Party in the course of the relation subject to these terms and conditions.

Article 8 – Non-attributable shortcomings

  1. In addition to all that is understood to constitute a non-attributable shortcoming by law and jurisprudence, the following circumstances shall also constitute a non-attributable shortcoming for Xandstorm:
  1. In the event that the non-attributable shortcoming does not persist longer than two months, Xandstorm retains the right to suspend the execution of the agreement until the circumstances causing the non-attributable shortcoming cease to exist. If the non-attributable shortcoming persists for longer than two months, both parties are entitled to terminate the agreement prematurely, without observing any notice period. In that event, Xandstorm retains the right to claim payments for efforts performed in the execution of the agreement before the circumstances causing the non-attributable shortcoming were encountered.

Article 9 – Liability, indemnity and exclusions

  1. Xandstorm shall exercise due care in the selection and deployment of third parties to perform services for Xandstorm. Insofar as Xandstorm is dependent on the cooperation, services and supplies of third parties, Xandstorm can in no way be held liable for any damages that ensue from this working relationship or the termination thereof, regardless of whether these damages occur or become apparent during the working relationship with Xandstorm.
  2. Xandstorm is not liable for damages caused by inadequacies or shortcomings in activities or information produced by parties other than Xandstorm, including the activities of third parties present at the Client.
  3. In the event that Xandstorm must accept liability for damages caused to the Client, this liability shall be limited to the compensation required to repair the damages, to the maximum of the amount that the Client is required to pay Xandstorm in accordance with the Service provision agreement. Xandstorm cannot be held liable for any other form of damage, including supplementary compensation in any form, compensation for indirect damages, consequential damages or damages due to lost profits or revenue.
  4. The Client warrants that no third party rights prohibit making information, equipment, software programs or materials available to Xandstorm for the purpose of use, modification or improvement. The Client indemnifies Xandstorm against all actions based on the assertion that such making available, use or modification violates the rights of any third parties.
  5. Xandstorm shall not accept liability if the service provided by Xandstorm is used in another way than for which it was developed or intended, nor if the service provided by Xandstorm is modified or supplemented by the Client or a third party.

Article 10 – Terms of payment

  1. Invoices must be paid within 14 days of the invoice date, without delay or settlement.
  2. Upon exceeding this payment term, the Client shall owe Xandstorm an interest payment based on 2% accumulative per month, whereby a part of a month is calculated as an entire month.
  3. All (extra-) judicial expenses incurred in claiming payments for Xandstorm invoices shall be borne in full by the Client, with a minimum of 15% of the collectible amount.

Article 11 – Applicable law

All agreements between Xandstorm and the Client are governed by the laws of Anguilla.

Article 12 – Disputes resolution

Disputes shall be resolved exclusively by the competent judge of the Court of First Instance in Anguilla. Xandstorm is entitled to also refer the matter to the competent judge of the place of residence of the Client.

Article 13 – Registration

These General Terms and Conditions are registered with the Court Registrar of the Court of First Instance in Anguilla.