TERMS & CONDITIONS

GENERAL TERMS AND CONDITIONS

Venrust Development

E-mail: team@venrust.com

Website: venrust.com

Definitions

• 1. Venrust Development: Venrust Development, established in Appingedam, Chamber of Commerce no. 90417151.
• 2. Customer: the party which Venrust Development has entered into an agreement with.
• 3. Parties: Venrust Development and customer together
• 4. Consumer: a customer who is an individual acting for private purposes.

Applicability

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

Prices

• 1. All prices used by Venrust Development are in euros, are inclusive 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 otherwiste.
• 2. Venrust Development is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
• 3. Increases in the cost prices or products or parts thereof, which Venrust Development could not foresee at the time of making an offer or the conclusion of the agreement, may give rise to price increases.
• 4. The consumer has the right to terminate an agreement as a result of price increase as referred to in paragraph 3, unless the increase is the result of statutory regulation.

Samples / Models

If the customer has received a sample or model of a product, he cannot derive any rights from this other than that it is an indication of the nature of the product, unless the parties have explicitly agreed that the products be supplied conform to the sample or model.

Payments and payment term

• 1. Venrust Development may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
• 2. The customer must have paid the full amount within 7 days, after delivery.
• 3. Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default.
• 4. Venrust Development reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amoun of the services or products.

Consequences of late payment

• 1. If the customer does not pay on time, Venrust Development may suspend its obligations until the customer has met his payment obligation

Suspension of obligations by the customer

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

Right of retention

• 1. Venrust Development can appeal to his right of retention of title and in that case retain the products sold by Venrust Development to the customer until the customer has paid all outstanding invoices with regard to Venrust Development, unless the customer has provided sufficient security for these payments.
• 2. The right of retention of title also applies on the basis of previous agreements from which the customer still owes payments to Venrust Development.
• Venrust Development is never liable for any damage that the customer may suffer as a result of using his tifht of retention title.

Settlement

The customer waives his right to settle any debt to Venrust Development with any claim on Venrust Development.

Retention of title

• 1. Venrust Development remains the owner of all delivered products untill the customer has fully complied with all its payment obligation with regard to Venrust Development under whatever agreement with Venrust Development including of claims regarding the shortcomings in the performance.
• 2. Until then, Venrust Development can invoke its retention of title and take back the goods.

Delivery

Delivery takes places when the agreed price is paid on time, acces will be granted to the software.

Delivery period

• 1. Any delivery period specified by Venrust Development is indicative and does not give the customer the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
• 2. The delivery starts once the customer has fully completed the (electronic) ordering process and received an (electronic) confirmation of his order from Venrust Development.
• 3. Exceeding the specified delivery period does not entitle the customer to compensation or right to terminate the contract, unless Venrust Development cannot deliver within 14 days after the customer has urged him to do so in writing or if the parties have agreed upon otherwise.

Idemnity

The customer idemnifies Venrust Development against all third-party claims that are related to the products and/or services supplied by Venrust Development.

Complaints

• 1. The customer must examine a product or service provided by Venrust Development as soon as possible for possible shortcomings.
• 2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Venrust Development of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
• 3. Consumers most inform Venrust Development of this within two months after detection of the shortcomings.
• 4. The customer gives a detailed description as possible of the shortcomings, so that Venrust Development is able to respond adequately.
• 5. The customer 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 Venrust Development being forced to perform other work than has been agreed.

Giving notice

• 1. The customer must provide any notice of default to Venrust Development in writing.
• 2. It is the responsibility of the customer that a notice of default actually reaches Venrust Development (in time).

Liability of Venrust Development

• 1. Trading foreign exchange on margin carries a high level of risk, and may not be suitable for all investors. The high degree of leverage can work against you as well as for you. Before deciding to trade foreign exchange you should carefully consider your investment objectives, level of experience, and risk appetite. The possibility exists that you could sustain a loss of some or all of your initial investment and therefore you should not invest money that you cannot afford to lose. You should be aware of all the risks associated with foreign exchange trading, and seek advice from an independent financial advisor if you have any doubts.
• 2. Any opinions, news, research, analyses, prices, or other information contained on our software is provided as general market commentary, and does not constitute investment advice. Venrust Development will not accept liability for any loss or damage, including without limitation to, any loss of profit, which may arise directly or indirectly from use of or reliance on such information.
• 3. The content on our software is subject to change at any time without notice, and is provided for the sole purpose of assisting traders to make independent investment decisions. Venrust Development has taken reasonable measures to ensure the accuracy of the information on the software, however, does not guarantee its accuracy, and will not accept liability for any loss or damage which may arise directly or indirectly from the content or your inability to access the software.

Expiry period

Every right of the customer to compensation from Venrust Development 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 Dutch Civel Code

Dissolution

• 1. The customer has the right to dissolve the agreement if Venrust Development imputably fails in the fullfilment 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 Venrust Development is not permanent or temporarily impossible, dissolution can only take place after Venrust Development is in default.
• 3. Venrust Development has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Venrust Develoopment good grounds to fear that the customer will not be able to fulfill his obligations properly.

Modification of the agreement

If, after the conclusion of the agreement and begore 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. Venrust Development is entitles 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 Venrust Development with the customer in advance as much as possible.
• 4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

• 1. The customer cannot transfer its rights deffering from an agreement with Venrust Development to third parties, wihtout the prior written consent of Venrust Development.
• 2. This provision applies as a clause with a property law effect as referred to in Section 3:82 (2) Dutch Civil Code.

Consequences of nullity or annullability

• 1. If one or more provisions of these 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 Venrust Development had in mind when drafting the conditions on that issue

Applicable law and competent court

• 1. Dutch law is exclusivelyy applicable to all agreements between the parties.
• 2. The Dutch court in the district where Venrust Development is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

Drawn upon 02-06-2023