General terms & conditions 7Lab BV
Version: 19-06-2024
Article 1 / Definitions
In these General Terms and Conditions and the Agreements, the following terms have the following meanings in both singular and plural:
General Terms and Conditions: these general terms and conditions, regardless of the form in which they are made known;
7Lab: 7Lab BV, with offices at Danzigerbocht 39 - G, 1013 AM, Amsterdam;
Third parties: parties other than 7Lab and Clients of 7Lab;
Client: the Party with whom 7Lab has concluded an Agreement;
Service: the activities that 7Lab performs for Client, and/or services that 7Lab delivers, as well as all other (legal) acts as described in the Agreement;
Errors: the attributable failure of the functional specifications delivered by 7Lab to the functional specifications expressly agreed in writing between Parties. Errors can only be considered as such if Client can prove them;
Repair Work: the Service concerning the performance of repair work following the occurrence of Errors;
Intellectual Property Rights: all intellectual property rights and related rights, such as trade name rights, trademark rights, design rights, copyrights, database rights, neighbouring rights and patent rights as well as domain names and rights to know-how created by 7Lab in the course of providing the Services;
Additional work: the work or other services performed or to be performed by 7Lab that falls outside the content and/or scope of the agreed upon work and/or performance;
Parties: Client and 7Lab;
Maintenance: the Service that 7Lab can provide to the Client on the basis of a separate Agreement, also consisting of upgrading the purchased Service and/or updates of the Software used;
Agreement: the Agreement in writing that 7Lab has concluded with a Client;
Term: the period agreed by 7Lab and Client in which the assignment will be completed.
In writing: Written communications can be made by letter or e-mail.
Software: the software of 7Lab, including (web) applications, the associated documentation, external features, interfaces, layout and other software-related products/services, as further described in the Agreement, if applicable.
Article 2 / General
The General Terms and Conditions are applicable to the Agreement, the provision of Software, the performance of Services, quotations and all other (legal) acts performed by 7Lab to or for the benefit of the Client, regardless of whether these are done or created orally, in writing, electronically or in any other form. Furthermore, these General Terms and Conditions are applicable to all subsequent Agreements between the Client and 7Lab.
Deviations from and additions to the General Terms and Conditions and/or the Agreement are only valid if they have been agreed in writing between the Parties.
In view of the specific nature of the provisions of the Agreement, the Agreement may deviate from the provisions of these General Terms and Conditions. The provisions in the Agreement prevail over the provisions in the General Terms and Conditions.
If a provision of the General Terms and Conditions is null and void or is annulled, this will not affect the applicability of the other provisions of the General Terms and Conditions. 7Lab will, in these circumstances, adopt new provisions whereby the purpose and purport of the void/nullified provision will be taken into account as much as possible.
Once these General Terms and Conditions have been applicable to a legal relationship between 7Lab and Client, Client is deemed to have agreed in advance to the applicability of the General Terms and Conditions to Agreements concluded and to be concluded thereafter.
The data relating to the Client such as Agreements and arrangements that 7Lab has in its possession are leading, subject to evidence to the contrary from the Client.
7Lab explicitly excludes the applicability of any general (purchase) conditions of Client.
7Lab is entitled to change the General Terms and Conditions and will apply the new terms and conditions thirty (30) days after notification. The change will in any case be communicated to the Client directly in writing. In case 7Lab changes the General Terms and Conditions and in the Client’s reasonable opinion the Client is in an unfavourable position as a result, the explicit consent of the Client is required. The Client is also entitled to terminate the Agreement as of the moment at which the changes will take effect. Furthermore, the Client has the possibility to refuse the amendments to the General Terms and Conditions, so that these amendments will not apply to the Client.
Client grants 7Lab permission in advance to transfer the Agreement and legal relationship of Client with 7Lab to a company affiliated to 7Lab (for example a mother/subsidiary company). If the Agreement and legal relationship is to be transferred to a third party (not being an affiliate of 7Lab), 7Lab will ask the Client for permission to do so. The Client will cooperate in this, unless the Client has compelling reasons to refuse its permission.
Article 3 / Conclusion of the Agreement
All offers and quotations of 7Lab are without obligation, unless explicitly stated otherwise in writing.
An Agreement is concluded by the acceptance by 7Lab of an assignment from the Client.
All Agreement(s) concluded by the Client are binding and cannot be revoked by the Client.
Each Party shall comply with all relevant local, national or supranational laws, convention, rules, regulations, decrees, and any applicable authorisations which apply in the jurisdiction in which it operates
Article 4 / Execution of services by 7Lab
For the duration and on the basis of the Agreement, 7Lab offers the Client services relating to the performance of the Service as agreed in the Agreement.
7Lab will deliver and/or perform the Service using all reasonable skill and care in accordance with the standard expected in the industry within the agreed Term and in accordance with the agreed specifications. However, all Terms stated serve only as a guideline and are therefore never fatal unless expressly agreed otherwise in writing. Should it appear that a specified Term is not being met, 7Lab will consult with the Client about this, as far as reasonably possible prior to the expiry of the Term, and issue a new indication of the revised delivery term.
7Lab will make every effort to provide and/or perform the Service in accordance with the agreed specifications.
Client accepts that if Software is delivered, it only contains the functionality and other properties as found by Client at the time of use ("as is"), therefore with all visible and invisible Errors and defects. 7Lab is not liable for damages in any form whatsoever resulting from Errors and/or defects of the delivered Services. 7Lab will make every effort to remedy the Errors and Faults (as far as attributable to 7Lab) within a reasonable period of time.
7Lab will, in the case of Errors in the Service and/or performance provided, make every effort to solve these in accordance with the Service Level Agreement. If no Service Level Agreement has been agreed upon, 7Lab will make every effort to solve Errors as quickly as practically possible following the Client’s timely notification of such errors to 7Lab.. If Errors are caused by the fault of the Client, 7Lab has the right to charge its usual rate with regard to the Repair Work to be performed by 7Lab.
7Lab is entitled to (temporarily) put the Service out of use, for example, for maintaining or adjusting the Service, without any right of the Client to terminate, cancel or claim damages against 7Lab. 7Lab will in such a situation inform the Client in advance, as far as reasonably possible.
7Lab is entitled to improve the Service at its own discretion and to always adapt the Service to the current state of the art and the developments in the market, and to (temporarily) put the Service out of use if necessary, without the Client being entitled to any compensation, cancellation or dissolution. 7Lab will, if this adaptation causes inconvenience to the Client, inform the Client in advance of such a situation, providing as much notice as far as is practically possible. It is only allowed to carry out the improvement if it is not detrimental to the Client.
7Lab will make every effort to inform the Client about the nature and expected duration of the interruption in case of unavailability of the Service, due to malfunctions, Maintenance or other causes.
If, in the opinion of 7Lab, the performance of the Agreement involves extra work that is attributable to the Client (for example because the Client provides incomplete/incorrect information), 7Lab is entitled to charge all extra time and costs spent, including those of Third Parties, to the Client. 7Lab will inform the Client in advance of these extra activities.
Purchase of new software, licences, equipment and the like as well as repairs from Third Parties necessary for the performance of the Service fall outside the standard rates of 7Lab and will be charged to Client. 7Lab will ask Client's prior approval for this.
Article 5 / Additional work
7Lab assesses to what extent a requested performance falls within the scope of the Agreement concluded. If 7Lab decides that Additional Work is involved, it will motivate this decision in writing, if requested by the Client.
If 7Lab performs Additional Work at the request or with the prior consent of the Client, the Client will reimburse 7Lab for this Additional Work in accordance with 7Lab's usual rates. 7Lab will only proceed to perform Additional Work after the Client has given permission for this.
7Lab is not obliged to comply with a request from Client to perform Additional Work and may require that a separate, written agreement be concluded for the purpose of performing Additional Work.
The Client accepts that the agreed and/or expected time for delivery of the Service, and any price agreed in advance, may be influenced and/or changed by Additional work.
The fact that (the demand for) Additional Work arises during the execution of the Agreement is no ground for the Client to terminate or dissolve the Agreement and does not give any right to compensation.
Article 6 / Time limits
The (delivery) dates mentioned by 7Lab have been determined to the best of our knowledge on the basis of the information known to 7Lab at the time of entering into the Agreement and they will be taken into account as far as possible. Terms mentioned by 7Lab and/or terms agreed upon between Parties are only indicative and are never fatal. The mere exceeding of such periods by 7Lab does not cause 7Lab to be in default. 7Lab is only in default when the Client has given 7Lab written notice of default, whereby Client has given 7Lab a reasonable period to remedy the shortcoming and 7Lab has not remedied the shortcoming within the said reasonable period. This notice of default should contain a description of the shortcoming as complete as possible, so that 7Lab can respond adequately.
Any additional work or a change in the performance of the Agreement shall not be applicable if the Parties have agreed on additional work or a change in the performance of the Agreement.
Article 7 / Hosting and related services
In the event that the Service (also) includes the provision of services relating to the storage and/or passing on of material provided by the Client to Third Parties, such as in the case of web hosting or e-mail services, the provisions of this article also apply.
Client will not publish or offer any information through (the servers of) 7Lab that is in violation of Dutch law. This includes in particular, but not exclusively, information that is offered without permission of the copyright holder(s), information that is defamatory, threatening, insulting, racist, hateful or discriminatory, information that contains child pornography and information that violates the privacy of Third Parties or constitutes a form of stalking, as well as hyperlinks, torrents or other references to such information on websites of Third Parties anywhere in the world (even if the information would be legal in the relevant jurisdiction).
Third parties can submit complaints to 7Lab if they believe that there has been an act in violation of Article 7.2. If, in the opinion of 7Lab, a complaint is justified, 7Lab is entitled to remove the material or make it inaccessible. In that case 7Lab is also entitled to provide personal data of the Client to a notifier or to the competent authorities. 7Lab will inform the Client if a situation as referred to herein occurs. Before implementing the measure referred to in this provision, 7Lab will enable the Client to react to the opinion that there is a violation of Article 7.2.
In case of (possible) criminal information, 7Lab is entitled to report this. 7Lab can hereby hand over all relevant information about the Client to the competent authorities and perform all other actions that these authorities request 7Lab to perform in the framework of the investigation.
In case of a well-founded complaint about the information offered/stored by Client, 7Lab is entitled to dissolve and/or terminate the Agreement.
Client refrains from hindering other Clients or internet users, or causing damage to the servers. The Client is forbidden to start processes or programs, whether or not via the server, of which the Client knows or can reasonably suspect that this obstructs or damages 7Lab, other Clients, or internet users. 7Lab will inform the Client about possible measures.
Client shall comply with the generally accepted rules of conduct on the internet as laid down in RFC1855 (ftp://ftp.ripe.net/rfc/rfc1855.txt) and any subsequent versions thereof.
Without the permission of 7Lab the Client is prohibited to transfer or make available to Third Parties the user name or user names and password or passwords provided by 7Lab.
7Lab can set a maximum of the amount of storage space or data traffic per month that the Client may use within the framework of the Service. This maximum will be laid down in the Agreement. If this maximum is exceeded, 7Lab is authorised to charge an additional amount, in accordance with the amounts for extra data traffic used by 7Lab. No liability exists for the consequences of not being able to send, receive, store or change data, if an agreed limit for storage space or data traffic has been reached.
Client hereby grants 7Lab permission to distribute, store, transmit or copy all materials distributed by Client through 7Lab's systems in any way 7Lab deems appropriate, but only to the extent reasonably necessary for the fulfilment of the Agreement by 7Lab.
In addition to the provisions of the law in this respect, damage caused by the inexpert use of Software/Services by the Client, or the failure of the Client to act in accordance with the above points, shall be at the expense and risk of the Client.
Article 8 / Domain names and IP addresses
If the Service is (partly) intended that 7Lab will mediate for the Client in obtaining a domain name and/or IP-address, the provisions of this article also apply.
Application, allocation and possible use of a domain name and/or IP address depend on and are subject to the applicable rules and procedures of the relevant domain name suppliers, including Stichting Internet Domeinregistratie Nederland and RIPE. The relevant authority decides on the allocation of a domain name and/or IP address. 7Lab only fulfils a mediating role in the application and gives no guarantee that an application will be honoured.
The Client can only learn of the fact of registration from 7Lab's written confirmation stating that the requested domain name has been registered. An invoice for registration costs is not a confirmation of registration.
Client indemnifies and holds 7Lab harmless for all damage related to (the use of) a domain name on behalf of or by Client.
7Lab is not liable for the loss by the Client of his right(s) on a domain name or for the fact that the domain name is requested and/or obtained by a third party in the interim. All this except in case of liability of 7Lab based on intent or gross negligence of 7Lab.
If 7Lab registers a domain name in its name on behalf of the Client, 7Lab will cooperate with requests of the Client to move, transfer or terminate this domain name.
Client must comply with all registration conditions, provisions and (dispute) arrangements that domain name suppliers make for application, assignment or use of a domain name and/or the IP address.
7Lab has the right to make the domain name and/or IP-address inaccessible or unusable, or to place it (or have it placed) in its own name when Client is demonstrably in default with respect to the fulfilment of the Agreement, however only for the duration that Client is in default and only after expiry of a reasonable term for fulfilment stated in a written notice of default.
In case of dissolution of the Agreement due to breach of contract by Client, 7Lab is entitled to cancel the domain name and/or IP-address.
Article 9 / Client's obligations
Client acknowledges that the success of the activities under the Agreement as well as the Services provided as included in the Agreement, depends on correct and timely mutual cooperation.
In order to enable a proper execution of the agreement, Client will always timely provide 7Lab with all data and/or information deemed useful, necessary and desirable by 7Lab, and provide all cooperation.
Client guarantees that the information referred to in 9.2 is correct and complete.
Client guarantees that his use of the Services is in accordance with the agreed purposes, does not violate the laws and regulations applicable in the Netherlands, does not infringe any (intellectual property) rights of Third Parties or is otherwise not unlawful.
Client shall refrain from any action, in the broadest sense of the word, that could damage the reputation of 7Lab, including the reputation of its Services.
Client guarantees that no rights of Third Parties oppose the provision or use of data provided by Client, including hardware, software and data carriers, and shall indemnify 7Lab against any action based on any infringement of Third Party Rights.
If the Client does not provide 7Lab with data and/or information deemed necessary the performance of the Agreement by 7Lab, or does not do so on time or in accordance with 7Lab's wishes, 7Lab has the right to suspend the performance of the Agreement in whole or in part, whereby 7Lab also has the right to charge the resulting costs according to 7Lab's usual rates, without prejudice to 7Lab's right to exercise any other legal and/or agreed right.
If Client receives a username and password from 7Lab within the framework of the service, Client must use and keep these carefully. In case of abuse or theft of the user name and password is suspected, the Client must immediately inform 7Lab so that 7Lab can terminate access to the Service or take other appropriate measures. The Client is liable for all use of the Service via the Client's username and password. 7Lab is explicitly not liable for damage and/or losses etc. that are the result of misuse or theft of username and password.
Article 10 / Reimbursement and payment
Client owes 7Lab the fees agreed upon in the Agreement.
All fees owed to 7Lab are, unless explicitly stated otherwise, stated in euros, excluding VAT and other levies.
The fees may consist of amounts due once, annually or otherwise periodically, and amounts that depend on the use of the Service(s) provided by 7Lab.
7Lab is at all times entitled to request an advance payment of the fee.
In the event that the Agreement includes the construction of a (web) application, the Client shall immediately owe 50% of the agreed principal sum, unless otherwise agreed in writing.
7Lab is entitled to change the fee in case of Services that are purchased periodically. 7Lab will announce its price change within two (2) months before implementing the price change. If Client does not agree with this price increase, Client is entitled to terminate the agreement in writing within fourteen (14) days after notification of the price change. The Service will then be terminated on the date on which the new rates will apply.
All pre-calculations and/or budgets issued by 7Lab are of an indicative nature only unless 7Lab has explicitly stated otherwise. A budget made known to 7Lab by the Client is never considered as a (fixed) price agreed upon between Parties for the performances to be performed by 7Lab. 7Lab will inform the Client in case of imminent exceeding of the pre-calculations and/or budget, provided this has been explicitly agreed upon in writing between Parties.
7Lab will charge the amounts owed by the Client by means of an invoice each time. To determine the amount of the invoice, the data from the (time) registration of 7Lab are leading.
All invoices will be paid by the Client in accordance with the payment conditions stated in the Agreement and/or on the invoice. In the absence of specific payment conditions, the Client will pay within thirty (30) days of the date of receipt.
Any reliance by the Client on suspension, settlement or deduction of payment is not permitted. In case of suspension 7Lab must first declare 7Lab to be in default in Writing. This notice of default should contain a description of the shortcoming that is as complete as possible, as well as a reasonable term to rectify any shortcoming. In case of settlement or deduction of payment, written consent of 7Lab is required.
If Client has not paid the invoice within the term of payment, Client is in default without further notice of default. From the date of Default, the Client will owe a compound interest on the outstanding amount in the amount of 1.5% per month (unless the statutory commercial interest on a monthly basis exceeds 1.5%, in which case the statutory commercial interest will be due), until the date of full payment. For the calculation of the interest compensation, part of a month will be regarded as a full month.
If Client remains in default after a reminder or notice of default, 7Lab will increase the claim with the extrajudicial collection costs of 15% of the principal sum, with a minimum of € 250,-.
If a Client purchases a Service and after a reminder or notice of default fails to pay the claim, 7Lab is entitled to suspend the agreement.
Article 11 / Intellectual property rights
All Intellectual Property Rights shall automatically belong to the Client to the fullest extent permitted by law. To the extent that they do not vest in the Client automatically, 7Lab holds them on trust for the Client. The Client only acquires the Intellectual Property Rights granted to it by the Agreement.
Unless agreed otherwise in writing, the obligation of 7Lab to make the Software available and the (right of use) of the Client extends exclusively to the Software as such.
Unless agreed otherwise in writing, the right to use the Software and/or the Service is reserved to the Client. 7Lab grants a limited right of use to the Client, which is not transferable without the explicit consent of 7Lab. This right of use may not be given to Third Parties in use by the Client.
It is explicitly not allowed to download, upload, copy, make public or in any other way make available or use (parts of) the Software, information and files, data, programs and/or Materials for any purpose other than those mentioned in the Agreement, unless 7Lab has given permission to the rightful claimant, or if mandatory rules provide otherwise.
Client guarantees that the rights of Third Parties do not oppose the making available of software for websites (such as visual material, text, music, domain names, logos), data files or materials as well as design material for the purpose of use, adaptation, installation or incorporation in the Software. Client indemnifies 7Lab against any claim of a third party that is based on the allegation that making available, using, editing, installing or incorporating such material infringes any right of that third party, including Intellectual Property Rights.
Article 12 / Liability
The total liability of 7Lab on account of an attributable shortcoming in the fulfilment of the Agreement or on any other account, explicitly including any shortcoming in the fulfilment of a guarantee obligation agreed upon with Client, is at all times limited to compensation of direct damage up to a maximum of the amount of the price stipulated for that Agreement (excl. VAT). If the Agreement is primarily a continuing performance agreement with a term of more than one year, the price stipulated for that agreement will be set at the total of the fees (excl. VAT) stipulated for one year. However, under no circumstances will the total liability of 7Lab for direct damage, on any legal basis whatsoever, exceed € 500,000 (five hundred thousand Euros).
7Lab's liability for damage due to death, bodily injury or material damage to property shall never exceed € 1,250,000 in total (one million two hundred and fifty thousand euros).
The liability of 7Lab for indirect damage, consequential damage, loss of profit, missed savings, reduced goodwill, damage due to business stagnation, damage as a result of claims of Clients of 7Lab, damage related to the use of goods, materials or software of Third Parties prescribed by Client to 7Lab and damage related to the use of suppliers prescribed by Client to 7Lab is excluded. Also excluded is the liability of 7Lab due to mutilation, destruction or loss of data or documents.
The exclusions and limitations of liability of 7Lab, as described in the previous paragraphs of this article, are without prejudice to the other exclusions and limitations of liability of 7Lab by virtue of this General Module and the other agreed modules of the General Terms and Conditions.
The exclusions and limitations referred to in articles 12.1 up to and including 12.4 lapse if and insofar as the damage is the result of intent or wilful recklessness on the part of 7Lab.
Unless compliance by 7Lab is permanently impossible, the liability of 7Lab on account of an attributable failure in the compliance with an Agreement only arises if Client immediately gives 7Lab written notice of default, whereby a reasonable period is set for the rectification of the failure, and 7Lab continues to fail imputably in the compliance with its obligations even after that period. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, in order to give 7Lab the opportunity to react adequately.
Condition for the arising of any right to compensation is always that the Client reports the damage in writing to 7Lab as soon as possible after it has arisen. Every claim for damages against 7Lab expires by the mere expiry of twelve months after the occurrence of the claim.
Parties acknowledge that active and constructive participation in an ICT-Mediation is a reasonable and appropriate measure to prevent or limit imminent damage if this imminent damage is related to 7Lab's failure to comply with any contractual obligation, or to do so on time or properly. For that reason Client undertakes, at 7Lab's first written request, to immediately participate actively, constructively and unconditionally in an ICT-Mediation in accordance with the ICT-Mediation Regulations of the Stichting Geschillenoplossing Automatisering, having its registered office in The Hague (see www.sgoa.org and www.sgoa.eu).
Client indemnifies 7Lab for all claims of Third Parties due to product liability as a result of a defect in a product or system delivered by Client to a third party and that also consisted of hardware, software or other materials delivered by 7Lab, unless and as far as Client proves that the damage is caused by that hardware, software or other materials.
The provisions of this article as well as all other limitations and exclusions of liability mentioned in these general terms and conditions also apply in favour of all (legal) persons of which 7Lab makes use in the execution of the agreement.
Article 13 / Privacy
7Lab will not process personal data other than what is necessary for the provision of the Service, including but not limited to the optimisation of the Service.
Parties undertake to keep confidential all information received from the other party that is known or ought to be known to be confidential, unless there is a legal obligation to disclose such information.
The party receiving confidential information shall use it only for the purpose for which it was provided.
Data is in any case confidential if indicated as such by 7Lab.
Client is aware that the Software and other materials made available may include preparatory material, confidential information and trade secrets of 7Lab.
7Lab will not share any personal data originating from Client with third parties, unless 7Lab has obtained permission from Client or is obliged to do so by law.
The responsibility for the personal data processed using the Software and/or the Service lies solely with the Client. The Client guarantees that the content, use and/or processing of the personal data is not unlawful and that it does not infringe any right of Third Parties. Client indemnifies 7Lab against any legal action of Third Parties from any ground whatsoever in connection with these personal data.
Article 14 / Suspension
7Lab is entitled to suspend the execution of the Agreement, in whole or in part, if, despite the fact that Client has been duly declared in default, Client continues to fall short in the fulfilment of his obligations. Suspension by 7Lab is not possible if Client disputes an invoice on good grounds and therefore fails to pay it (on time).
Suspension never releases the Client from any payment obligation with regard to Services already provided by 7Lab.
As soon as Client still fulfils the Agreement and/or provides sufficient security for the fulfilment of his obligations, 7Lab will lift the suspension.
Article 15 / Force majeure
7Lab is not obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure. Force majeure is understood to mean, among other things:
Force majeure of suppliers of 7Lab.
Failure to properly comply with obligations of suppliers prescribed by Client to 7Lab.
Defectiveness of goods, equipment, software or materials of Third Parties whose use is prescribed by Client to 7Lab.
Government measures.
Electricity failures and other failures relating to the infrastructure used by 7Lab for the provision of its Services.
Disruption of internet, computer network or telecommunication facilities.
Network attacks including DoS or DDoS attacks.
War.
Strike.
General transport problems.
If the situation of force majeure lasts longer than ninety (90) days, either of the Parties shall be entitled to dissolve the Agreement in Writing.
Article 16 / Duration
Unless explicitly agreed otherwise, all Agreements have an initial term of one (1) year. Thereafter the Agreement will be tacitly renewed for a term of one (1) year, unless the Agreement is terminated in writing no later than two (2) months prior to the commencement of the subsequent term.
The term is calculated from the date of conclusion of the Agreement, unless otherwise agreed in writing.
Without prejudice to all other rights, Parties are entitled to dissolve the Agreement in whole or in part with immediate effect without judicial intervention and without notice of default if the other party:
suspension of payments has been granted;
has been declared bankrupt.
If an agreement is dissolved on these grounds, 7Lab is under no obligation to dissolve the agreement.
Without prejudice to its other rights, 7Lab is entitled to dissolve the Agreement with immediate effect, if Client does not comply with its obligations from article 9 and 10.
Termination of the Agreement never releases the Client from any payment obligation with regard to Services already provided by 7Lab. Amounts that 7Lab has invoiced prior to the termination in connection with what it has already done or delivered in execution of the Agreement, become immediately due and payable at the time of termination. If 7Lab suffers demonstrable damage as a result of the termination, Client must compensate 7Lab for this damage.
The provisions which by their nature are intended to survive termination of the Agreement shall remain in full force and effect even after such termination.
Article 17 / Non-compete
Except with the written permission of 7Lab, the Client shall refrain from employing or otherwise directly or indirectly employing an employee of 7Lab or any other person who has been involved in the performance of the Agreement in the twelve (12) preceding months, nor shall the Client attempt to do so. This clause expires in case of bankruptcy or suspension of payments granted to 7Lab.
In the event of violation of this article Client shall forfeit to 7Lab an immediately payable fine of fifty thousand euros (€ 50,000) per violation which is not eligible for any (judicial) mitigation or settlement. This provision is without prejudice to the right of 7Lab to exercise any other legal and/or agreed upon right including but not limited to the right to claim (additional) damages whether or not in combination with the aforementioned fine.
Subject to the written consent of the Client, 7Lab shall refrain from employing or otherwise directly or indirectly employing an employee of the Client or any other person who has been involved in the performance of the Agreement in the twelve (12) preceding months, nor shall 7Lab attempt to do so. This clause will lapse in the event of the bankruptcy of or suspension of payment granted to the Client.
Article 18 / Applicable law and choice of court
The Agreement, the General Terms and Conditions, the use of the Software and the provision of Services are governed by Dutch law. The application of the Vienna Sales Convention (CISG) is expressly excluded.
All disputes that may arise between 7Lab and Client will be submitted to the competent court in Amsterdam.
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