General Terms and Conditions

Article 1. Definitions

In these terms and conditions, the following definitions shall apply:
1.1 Secure Your Property: Secure Your Property ( ESZ-number Z2129830N ), located in Pinoso (Alicante), Spain.

1.2 Client: the natural person or legal entity that has commissioned Secure Your Property to deliver products and/or services.

1.3 Consumer: the natural person, not acting in the exercise of a profession or business, who has given Secure Your Property an order to deliver products and/or services.

1.4 Products and/or services: all products and/or services relating to security, including the delivery and installation of alarm systems. The foregoing applies in the broadest sense of the word.

1.5 Agreement: every verbal or written agreement between Client and Secure Your Property to deliver products and/or services by Secure Your Property to Client.

1.6 Delivery: all acts intended to transfer the products of Secure Your Property into the property of the Client, subject to the applicable retention of title.

1.7 Written: any form of correspondence, including digital, such as by email, social media messages, SMS and/or WhatsApp.

1.8 Parties: the Client and Secure Your Property jointly.

Article 2. General

2.1 These terms and conditions shall apply to every offer, quotation and agreement between Secure Your Property and a Client to which Secure Your Property has declared these terms and conditions applicable, insofar as these terms and conditions have not been explicitly deviated from by the parties in writing.

2.2 The present terms and conditions shall also apply to agreements with Secure Your Property, for the execution of which Secure Your Property needs to involve third parties.

2.3 The latest filed version or the version valid at the time of realization of the legal relationship with Secure Your Property is applicable.

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

2.5 If one or more provisions in these general terms and conditions should at any time be wholly or partly void or nullified, the other provisions of these general terms and conditions shall remain fully applicable. Secure Your Property and the Client will then consult to agree new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the original provisions.

2.6 If ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, then the interpretation must take place ‘in the spirit’ of these provisions.

2.7 Should a situation arise between the parties that is not regulated in these general terms and conditions, then this situation should be judged in the spirit of these general terms and conditions.

2.8 If Secure Your Property does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable, or that Secure Your Property would in any way lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

2.9 Secure Your Property shall at all times be entitled to amend these general terms and conditions unilaterally. The Client will be notified of an amendment to the general terms and conditions in writing. The amended general terms and conditions will be effective one day after being sent. Only a consumer has the right to terminate the agreement if he does not agree with the general terms and conditions. The consumer must notify Secure Your Property in writing within 30 days of the sending of the amended terms and conditions.

 

Article 3. Quotations and offers

3.1 Secure Your Property will discuss the Client’s security needs in an intake interview or inspection visit with the Client. Based on this, Secure Your Property may issue its offer or quotation. All quotations and offers from Secure Your Property are valid until 14 days after the quotation/offer is issued, unless a deadline for acceptance is set in the quotation. If no period for acceptance is set, the quotation or offer can in no way confer any rights if the product and/or service to which the quotation or offer relates is no longer available in the meantime.

3.2 Secure Your Property cannot be held to its quotations or offers if the Client can reasonably understand that the quotation or offer, or any part thereof, contains an obvious mistake, slip of the pen or a printing error, typesetting error or typographical error.

3.3 The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise stated.

3.4 If the Client does not accept Secure Your Property’s offer, Secure Your Property has the right to charge the Client for all costs incurred in making its offer. 

3.5 A composite quotation does not oblige Secure Your Property to perform part of the assignment at a corresponding part of the quoted price.

3.6 Offers or quotations shall not automatically apply to future orders.

Article 4. Agreement 

4.1 The agreement between the parties will come into being after the Client has accepted the quotation or offer of Secure Your Property in writing. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, Secure Your Property will not be bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Secure Your Property indicates otherwise.

4.2 Secure Your Property shall only be bound by verbal agreements after it has confirmed these to the Client in writing or as soon as Secure Your Property – without objection from the Client – has commenced implementation of these agreements.

Article 5. Execution and obligations

Article 5. Execution and obligations

5.1 If a time period has been agreed or stated for the execution of certain work or for the delivery of certain goods, this shall never be a deadline. If a term is exceeded the Client must therefore give Secure Your Property written notice of default. Secure Your Property must be given a reasonable period to effectuate performance.

5.2 Secure Your Property will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of current knowledge.

5.3 Secure Your Property has the right to have certain work, without prior notification to and consent from the Client, performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is explicitly excluded. These general terms and conditions shall apply equally to products and/or services provided by third parties.

5.4 If work is performed by Secure Your Property or third parties engaged by Secure Your Property in the context of the assignment at the Client’s location or a location designated by the Client, the Client shall provide (access to) the facilities reasonably required by Secure Your Property or third parties free of charge.

5.5 Secure Your Property is entitled to execute the agreement in several phases and to invoice the part thus executed separately.

5.6 If the agreement is executed in phases, Secure Your Property may suspend the execution of those parts belonging to a subsequent phase until the Client has approved in writing the results of the preceding phase.

5.7 The Client shall ensure that all data, which Secure Your Property indicates are necessary for the execution of the agreement, are complete and correct and shall be submitted to Secure Your Property on time. Secure Your Property may suspend the execution of the agreement and/or charge the Client for the extra costs resulting from the delay in accordance with the then customary rates. The execution period shall not commence earlier than after the Client has made the information available to Secure Your Property. Secure Your Property shall not be liable for damage, of whatever nature, due to Secure Your Property having relied on incorrect and/or incomplete data provided by the Client.

5.8 If during the execution of the agreement it appears that for a proper execution thereof it is necessary to amend or supplement it, the parties will timely and in mutual consultation amend the agreement. If the nature, scope or content of the agreement is changed, whether or not at the request or indication of the Client et cetera, and the agreement is thereby changed in qualitative and/or quantitative respect, this may have consequences for what was originally agreed upon. This may also increase or decrease the amount originally agreed upon. Secure Your Property will give as much advance notice as possible. An amendment of the agreement may furthermore alter the originally stated term of execution. The Client accepts the possibility of amending the agreement, including the change in price and term of execution.

5.9 If the agreement is amended, including a supplement to it, Secure Your Property will be entitled to execute the agreement only after Secure Your Property’s authorized person has given his approval and the Client has agreed to the price and other conditions stated for the execution of the agreement, including the time of execution. Failure to execute or not immediately execute the amended agreement shall not constitute a default by Secure Your Property and shall not be a ground for the Client to terminate or cancel the agreement.

5.10 Without being in default, Secure Your Property may refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.

5.11 If the Client should default in the proper fulfilment of what he is obliged to do towards Secure Your Property, the Client shall be liable for all damage on the part of Secure Your Property caused directly or indirectly as a result.

Article 6. Suspension, dissolution and (interim) termination/cancellation of the agreement

6.1 Secure Your Property shall be authorised to suspend the fulfilment of its obligations or to dissolve the agreement, in the event of force majeure, if the Client fails to fulfil its obligations under the agreement, fails to do so in full or in a timely manner, if after the conclusion of the agreement Secure Your Property learns of circumstances that give good reason to fear that the Client will not fulfil its obligations, if at the conclusion of the agreement the Client was requested to provide security for the fulfilment of his obligations under the agreement and this security is not provided or is insufficient or if due to a delay on the part of the Client Secure Your Property can no longer be required to fulfil the agreement against the originally agreed conditions.

6.2 Secure Your Property shall also be authorised to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement becomes impossible or if other circumstances arise of such a nature that Secure Your Property cannot reasonably be required to maintain the agreement unaltered.

6.3 If the agreement is dissolved, the claims of Secure Your Property against the Client shall be immediately due and payable. If Secure Your Property suspends the fulfillment of its obligations, it shall retain its claims under the Dutch law and the agreement.

6.4 If Secure Your Property proceeds to suspension or dissolution, it shall in no way be obliged to compensate for damages and costs caused in any way.

6.5 If the dissolution is attributable to the Client, the Client shall be obliged to compensate Secure Your Property for the direct and indirect damage suffered and costs incurred.

6.6 If the Client fails to fulfil his obligations under the agreement and this failure to fulfil his obligations justifies dissolution, Secure Your Property will be entitled to dissolve the agreement with immediate effect, without prior notice of default being required, without any obligation on his part to pay any compensation or indemnification, whereas the Client will be obliged to pay compensation or indemnification on the grounds of breach of contract, subject to mandatory statutory provisions.

6.7 Secure Your Property has the right to terminate the agreement at any time. If the agreement is terminated prematurely by Secure Your Property, Secure Your Property will, in consultation with the Client, arrange for the transfer of work still to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of the work involves extra costs for Secure Your Property, these will be charged to the Client. The Client shall be obliged to pay these costs within the period stated for this purpose, unless Secure Your Property indicates otherwise.

6.8 The possibility of early termination of an agreement for a definite period or for the duration of an installation project by the Client is hereby expressly excluded. The Client shall in this case be obliged to pay the agreed amount in full. If Secure Your Property has not yet performed installation work and/or has not yet delivered the alarm systems, the Client may cancel the agreement without charge, this at the discretion of Secure Your Property.

6. 9 In case of liquidation, of (applications for) suspension of payment or bankruptcy, of seizure – if and to the extent that the seizure has not been lifted within three months – at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, Secure Your Property shall be free to terminate the agreement with immediate effect, without prior notice of default being required, or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. The claims of Secure Your Property against the Client shall in that case be immediately due and payable.

6.10 In all cases of cancellation by the Client, the Client must pay in full the third party costs incurred by Secure Your Property.

Article 7. Force Majeure

7.1 Secure Your Property is not obliged to fulfill any obligation to the Client if it is hindered to do so as a result of a circumstance that is not due to its fault and is not for its account under the law, a legal act or generally accepted practice.

7. 2 In these general terms and conditions force majeure is defined, in addition to what is understood in the law and jurisprudence, as all external causes, foreseen or unforeseen, on which Secure Your Property can not exert influence, but which prevents Secure Your Property from fulfilling its obligations, such as, but not limited to, strikes in the company of Secure Your Property or third parties, illness, adverse weather conditions, natural disasters, equipment and/or software failures, delays en route, epidemics and pandemics, government restrictions, calamities and other stagnation in the normal course of business within its company or that of third parties or the Client. Secure Your Property shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after Secure Your Property should have fulfilled its commitment.

7.3 Secure Your Property may suspend its obligations under the agreement during the period of force majeure. If this period lasts longer than two months, each of the parties shall be entitled to dissolve the agreement, without any obligation to compensate the other party for damages.

7.4 Insofar Secure Your Property has partially fulfilled or will be able to fulfil its obligations under the agreement at the time of the occurrence of force majeure and will invoice the fulfilled or to be fulfilled part separately. The Client shall be obliged to pay this invoice as if it were a separate agreement.

Article 8. Rates and price changes

8.1 Secure Your Property works on the basis of either hourly rates or fixed prices for products and/or services.

8.2 If billing on an hourly basis is agreed, an estimate of the number of hours will be made in advance. However, no rights can be derived from this by the Client.

8.3 If Secure Your Property agrees a fixed fee or fixed price with the Client, Secure Your Property will nevertheless be entitled at all times to increase this fee or price without the Client being entitled to dissolve the agreement for that reason, if the increase in price is the result of a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages et cetera or on other grounds that could not reasonably have been foreseen at the time of entering into the agreement.

8.4 In the case that Secure Your Property has agreed a fixed rate with the Client, Secure Your Property will nevertheless be entitled to increase this rate if, during the performance of the services, it appears that the work is more than expected and agreed. And only if the incorrect estimate at the conclusion of the Agreement, is not attributable to Secure Your Property and that in all reasonability Secure Your Property can not be expected to perform the work at the originally agreed rate. Secure Your Property will, of course, inform the Client of this immediately. The Client may decide on this basis to withdraw the order.

However, in the event that the Client has been informed by Secure Your Property of the likelihood of unforeseen additional services, the Client shall be obliged to pay the additional costs to Secure Your Property.

8.5 If Secure Your Property is faced with additional work by or at the hands of third parties, Client shall be obligated to pay for this form of additional work. Secure Your Property will, of course, promptly notify the Client of this form of additional work should it occur.

8.6 Apart from the aforementioned price changes, Secure Your Property shall at all times be entitled to change the rates of its products and/or services. If the Client wishes to reschedule a scheduled date, it shall be obliged to pay the difference between the original rate on the old date and the modified rate on the new date.

8.7 Secure Your Property shall be entitled to suspend its services prior to commencement of and during the work until the Client has paid an advance to be reasonably determined by Secure Your Property or has provided a bank guarantee or other security for this purpose.

8.8 In the event that the Agreement ends before completion of the assignment and payment of the (remaining) amount is dependent on completion, Secure Your Property shall be entitled to a reasonable portion of the agreed price. This shall take into account, among other things, the products and/or services already provided by the Secure Your Property, the benefit to the Client thereof, and the reason why the Agreement ended.

Article 9. Payment, interest and collection costs

9.1 Payment must always be made within 7 days of the invoice date, in a manner to be indicated by Secure Your Property in the currency of the invoice, unless otherwise indicated in writing by Secure Your Property. Secure Your Property is entitled to invoice periodically.

9.2 Secure Your Property shall at all times be entitled to require cash payment, (partial) prepayment or interim payment or any other security for payment from the Client.

9.3 If the Client remains in default of timely payment of an invoice, the Client shall be in default by operation of law, without prior warning or notice of default being required. The Client shall then owe statutory (commercial or consumer) interest. The interest on the due and payable amount will be calculated from the moment the Client is in default until the moment of payment of the full amount due.

9.4 The Client who is in default in the (timely) fulfilment of its obligations shall also owe Secure Your Property extra-judicial costs, without a prior further demand or notice of default being required. The extrajudicial collection costs shall amount to 15% of the total agreed amount for business Clients. However, if Secure Your Property has incurred higher costs for collection that were reasonably necessary, the actual costs incurred shall be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client shall also owe interest on the collection costs due.

9.5 Notwithstanding the provisions of paragraphs 3 and 4, a Consumer (natural person, not acting in the exercise of a profession or business) will first receive a written notice of default, offering a period of 14 days to still make payment, before the Consumer is in default. This period commences on the day following receipt of the written notice of default.

9.6 The extrajudicial collection costs shall, contrary to the provisions of paragraph 4 for Consumers, be calculated in accordance with the Dutch BIK for

extrajudicial collection costs.

9.7 Secure Your Property shall be entitled to apply payments made by the Client firstly to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and current interest. Secure Your Property may, without thereby being in default, refuse an offer of payment if the Client designates a different order for the allocation of payment. Secure Your Property may refuse full repayment of the principal sum if this does not also include accrued and current interest and collection costs.

9.8 The Client shall never be entitled to set off amounts due to Secure Your Property. Objections to the amount of an invoice will not suspend the payment obligation. Furthermore, the Client shall not be entitled to suspend payment of an invoice for any other reason, subject to mandatory statutory provisions.

9.9 In the event of a jointly given assignment, Principals, insofar as the services have been performed for the joint Principals, are jointly and severally liable for payment of the invoice amount.

9.10 The provisions of this article apply to Consumers, subject to mandatory provisions. 

Article 10. Retention of title

10.1 Everything delivered by Secure Your Property under the agreement will remain property of Secure Your Property until the Client has properly fulfilled all obligations under the agreement(s) concluded with Secure Your Property.

10.2 That which has been delivered by Secure Your Property and is subject to the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Client is not authorised to pledge or in any other way encumber that which is subject to retention of title.

10.3 The Client must always do everything that can reasonably be expected of him to secure the property rights of Secure Your Property. If third parties seize goods delivered under retention of title or wish to establish or exercise rights to them, the Client is obliged to inform Secure Your Property immediately. Furthermore the Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft and to submit the policy of this insurance to Secure Your Property for inspection on first request.In the event of an insurance payment, Secure Your Property will be entitled to this money.

As far as necessary the Client undertakes in advance to Secure Your Property to cooperate with everything that may be necessary or desirable in this context.

10.4 In the event Secure Your Property wishes to exercise its property rights stated in this article, the Client gives unconditional and irrevocable permission in advance to Secure Your Property and third parties to be appointed by Secure Your Property to enter all those places where the property of Secure Your Property is located and to take it back.

Artikel 11. Garanties, reclames, verjaringstermijn

11.1 The goods to be delivered by Secure Your Property meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in normal use.

11.2 Secure Your Property will never provide a more extensive warranty than that provided by the producer or manufacturer of the goods, unless stated otherwise. The following warranty periods will be applied:

• Warranty on alarm systems: 2 years for manufacturing defects.
• Guarantee on installation of alarm systems: 3 months on installation work

The Client is responsible for proper maintenance of the installation systems.

11.3 Any form of guarantee shall lapse if a defect has arisen as a result of or arising from incorrect, injudicious or improper use thereof or use for purposes other than for which the delivered goods are intended, incorrect storage thereof or maintenance thereof by the Client and/or by third parties when, without Secure Your Property’s written consent, the Client or third parties have made changes or attempted to make changes to the goods, other goods were attached to it that should not have been attached to it or if these were processed or treated in a manner other than prescribed.

11.4 Nor shall the Client be entitled to any warranty if the defect has arisen as a result of circumstances beyond Secure Your Property’s control, including weather conditions (such as for example but not limited to extreme rainfall or temperatures) et cetera.

11.5 The Customer shall be obliged to examine the delivered goods, or have them examined, immediately at the time that the goods are made available to him or the work in question has been performed respectively. 

The Client should examine whether the quality and/or quantity of the goods delivered corresponds to what has been agreed and meets the requirements that the parties have agreed in this respect. Any visible defects must be reported in writing to Secure Your Property within seven days of delivery. Any non-visible defects must be reported in writing to Secure Your Property immediately, but in any case at the latest within fourteen days of discovery. The report must contain as detailed a description of the defect as possible, so that Secure Your Property is able to respond adequately.

11.6 After installation, Secure Your Property shall configure and test the system and explain its use to the Client.

11.7 The Client must give Secure Your Property the opportunity to investigate a complaint (or have it investigated).

11.8 If a defect is reported later, the Client shall no longer be entitled to repair, replacement or compensation.

11.9 A timely complaint by the Client shall not suspend his payment obligation. The Client shall in that case also remain obliged to accept and pay for the other goods ordered and those ordered by Secure Your Property.

11.10 If it has been established that a product is defective and a timely complaint has been made in this regard, Secure Your Property will, at the discretion of Secure Your Property, replace the defective product within a reasonable period of time after return receipt thereof or, if return is not reasonably possible, written notification to secure the defect by the Client, or see to the repair of the product or pay compensation to the Client. In the event of replacement the Client shall be obliged to return the replaced product to Secure Your Property and transfer ownership thereof to Secure Your Property, unless Secure Your Property indicates otherwise.

11.11 If it is established that a complaint is unfounded, the costs incurred as a result, including the research costs incurred on the part of Secure Your Property as a result, will be borne in full by the Client.

11.12 Guarantees are only provided to the Client and are not transferable to third parties.

11.13 The enforcement of warranties shall be suspended until such time as the Client has fulfilled all his payment obligations to Secure Your Property in respect of the goods in question.

11.14 Secure Your Property does not guarantee and shall never be deemed to have guaranteed that the delivered goods are suitable for the purpose for which the Client wishes to treat, process, have them used or use them, unless it has expressly confirmed this to the Client in writing.

11.15 Notwithstanding the statutory limitation periods, the limitation period of all claims and defenses against Secure Your Property and the third parties involved by Secure Your Property in the execution of agreement is one year.

Article 12. Liability

12.1 Apart from the explicitly agreed or by Secure Your Property given warranties, Secure Your Property only accepts liability in case of an attributable shortcoming for only direct damage.

12.2 If Secure Your Property is liable for damage suffered by the Client, Secure Your Property’s obligation to pay compensation shall at all times be limited to a maximum of the amount paid by its insurer in the relevant case. In the event that Secure Your Property’s insurer does not pay out or the damage is not covered by an insurance policy taken out by Secure Your Property, Secure Your Property’s obligation to pay compensation shall be limited to a maximum of the amount invoiced or to be invoiced for products and/or services.

12.3 Secure Your Property shall never be liable for:

• consequential damage suffered by the Client or third parties, such as but not limited to trading loss, loss of profits and/or losses suffered, delay damage and/or personal or bodily injury;
• damage suffered by the Client or third parties, caused by auxiliary persons and/or third parties engaged by Secure Your Property in the performance of its work;
• damage suffered by third parties, of whatever nature. The Client shall indemnify Secure Your Property against any claims by third parties;
• damage suffered by the Client or third parties, of whatever nature, caused by Secure Your Property’s reliance on incorrect and/or incomplete information and/or data provided by or on behalf of the Client;
• damage suffered by the Client or third parties, caused by inexpert use or use contrary to the purpose of the delivered goods or the instructions, advice, directions for use, maintenance requirements, warranty conditions etc. provided by or on behalf of Secure Your Property;
• damage suffered by the Client or third parties, caused by improper preservation (storage) or insufficient or poor maintenance of the delivered products;
• damage suffered by the Client or third parties, caused by errors or omissions in the data, documents or materials provided or prescribed to Secure Your Property by or on behalf of the Client;
• damage suffered by the Client or third parties caused by directions or instructions given by or on behalf of the Client;
• damage suffered by the Client or third parties, caused by work or operations carried out on the delivered goods by or on behalf of the Client, without Secure Your Property’s express prior consent;
• delays or breakdowns in alarms (for example, due to a breakdown in Internet or telephone connections);
• damage or defects caused by failure to perform recommended maintenance or updates to the system;
• overdue maintenance of installation systems. The Client is responsible for proper maintenance of installation systems.

12.4 The Client is obliged to take all measures necessary to prevent or limit damage.

12.5 Secure Your Property is not liable for damage as a result of burglaries, theft, et cetera. The alarm systems are not connected to an alarm center/call center. In the event of an alarm the Client is responsible for taking the necessary measures and action, such as alerting the police or other emergency services. Secure Your Property’s alarm systems is only a tool to enhance security. Secure Your Property is not liable for burglary damage and the consequences if no or faulty measures are taken in response to an alarm.

12.6 The Client must hold Secure Your Property responsible for this no later than one month after he has become aware or could have become aware of the damage suffered by him, failing which any right to compensation on the part of the Client shall lapse.

12.7 Secure Your Property shall at all times have the right, if and to the extent possible, to undo or limit the damage suffered by the Client by repairing or improving the order.

12.8 The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Secure Your Property or its executive or if mandatory provisions, whether or not relating to consumers, dictate otherwise.

Article 13. Intellectual Property

13.1 Secure Your Property reserves all rights and powers to which it is entitled under the Dutch Copyright Act and other intellectual laws and regulations with regard to products of the mind which it uses or has used within the framework of the execution of the agreement with the Client, insofar as rights in a legal sense may exist or be established on these products.

13.2 Secure Your Property has the right to use the knowledge gained by the execution of an agreement for other purposes as well, as long as no strictly confidential information of the Client is brought to the knowledge of third parties.

13.3 The Client is expressly prohibited from providing, reproducing, publishing or exploiting these products, including but not limited to offers, designs, advice and other intellectual products, all in the broadest sense of the word, whether or not with the involvement of third parties, to third parties other than for the purpose of obtaining an expert opinion regarding the work of Secure Your Property. The agreement concluded between the parties does not include any transfer or obligation to transfer any intellectual property right from Secure Your Property to the Client.

13.4 The Client may never modify, reproduce, disclose or exploit the intellectual property rights licensed by Secure Your Property.

13.5 The Client guarantees that it is entitled to use the information and documents originating from the Client and indemnifies Secure Your Property against any claim by third parties based on infringement of an intellectual property right.

13.6 Upon violation of the intellectual property provisions an immediately due and payable fine shall be payable by Client to Secure Your Property of € 2,000 per violation, increased by € 250,– per day that the violation continues, with a maximum of € 20.000,– plus Client’s obligation to compensate for the resulting damage.

 

Article 14. Secrecy and privacy

14.1 The parties are obliged to maintain confidentiality vis-à-vis third parties who are not involved in the performance of the Agreement. This confidentiality concerns all confidential information made available to them by the other party. This confidentiality does not apply insofar as legal or professional measures and other national or international regulations, impose a duty of disclosure on one of the parties. Or if one party has released the other party from the obligation of confidentiality.

This provision also does not prevent confidential collegial consultation within the organizations of the parties, insofar as they consider this necessary for a careful execution of the work.

14.2 Secure Your Property has the right to use the numerical results obtained after processing, provided that these results cannot be traced back to individual Clients, for statistical or comparative purposes.

14.3 Secure Your Property shall not be entitled to use the information made available to it by the Client for a purpose other than that for which it was obtained, except for the provisions of paragraphs 1 and 2, and in the event that Secure Your Property acts for itself in disciplinary, civil or criminal proceedings, in which these documents may be of importance.

14.4 Unless there is express prior written consent of Secure Your Property, the Client is not permitted to disclose the contents of advice, concepts, designs, visual material or other oral or written utterances of Secure Your Property, unless this is stated in the Agreement or if it serves to obtain an expert opinion on the relevant services provided by Secure Your Property, if the Client is under a statutory or professional obligation to disclose, or the Client is acting for itself in disciplinary, civil or criminal proceedings.

14.5 The information provided by the Client to Secure Your Property and collected by Secure Your Property shall be kept carefully and confidentially by Secure Your Property.

14.6 Secure Your Property may use the Client’s personal data only in the context of fulfilling its delivery obligation, handling a complaint or for commercial purposes. Secure Your Property is not permitted to lend, rent, sell or otherwise disclose the Client’s personal data.

14.7 Upon violation of the confidentiality provisions an immediately payable fine shall be due by Client to Secure Your Property of € 2.000,– per violation, increased by € 250,– pr day that the violation continues, with a maximum of € 20.000,–. This amount is separate from the Client’s obligation to compensate the resulting damage.

Article 15. Applicable law and choice of forum

15.1 All legal relationships to which Secure Your Property is a party shall be governed exclusively by Dutch law, even if an obligation is wholly or partly carried out abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

15.2 The court in the district where Secure Your Property has its registered office shall have exclusive jurisdiction to hear disputes, unless imperatively prescribed otherwise by law. Nevertheless, Secure Your Property has the right to submit the dispute to the competent court according to the law.

15.3 The parties will only appeal to the court after they have done their utmost to resolve a dispute in mutual consultation.