Terms and Conditions

RUSE, trading name of Modair, registered office in Amsterdam and registered in the Commercial Register of the Chamber of Commerce under number 81363818

1 Basis of contract
1 . 1 These Sales Terms apply to the delivery of Products and performance of Services by RUSE to Customer, the details of which are set out in the Commercial Terms, and – together with the Commercial Terms – govern the contractual relation between RUSE and Customer (Sales Contract). RUSE explicitly waives the applicability of any other terms that Customer seeks to impose or incorporate.

1 . 2 RUSE reserves the right to amend the SaaS Contract if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Product or Service, and RUSE shall notify Customer in any such event.

2 Delivery of Products and performance of Services by RUSE

2 . 1 RUSE shall deliver the Products and perform the Services to Customer in accordance with the provisions in this Sales Contract.

2 . 2 RUSE shall use all reasonable endeavours to meet any delivery and performance dates specified in writing (which includes the Commercial Terms, e-mail and WhatsApp), but any such dates shall be estimates only and time shall not be of the essence for the delivery of the Products, or performance of the Services.

2 . 3 RUSE may deliver the Products by instalments. Any delay in delivery or defect in an instalment shall not entitle Customer to cancel any other instalment.

2 . 4 RUSE warrants to Customer that the Services will be provided using reasonable care and skill.

2 . 5 RUSE is entitled to engage third parties for the performance of the Services.

3 Warranties

3 . 1 RUSE warrants that on the date of delivery of the Products shall:
a) conform with their description in the Sales Contract; and
b) be free from material defects in design, material and workmanship.

3 . 2 Customer shall inspect (the components of) the Products immediately after delivery of the Products and in any event before taking it into use.

3 . 3 RUSE shall, at its option, repair or replace defective Products, or refund the price of the defective Products in full if:
a) Customer gives notices to RUSE within five (5) working days after delivery of the Products that some or all of the Products do not comply with the warranty as set out in clause 3.1;
b) RUSE is given a reasonable opportunity of examining those Products; and
c) Customer (if requested to do so by RUSE) returns such Products to RUSE.

3 . 4 RUSE shall not be liable for the Products’ failure to comply with the warranty set out in clause

3.1 if:
a) Customer makes any further use of such Products after giving notice in accordance with clause

3.3; or
b) the defect arises because Customer failed to follow RUSE’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same.

3 . 5 Except as provided in this clause 3, RUSE has no liability to Customer in respect of the
Products' failure to comply with the warranty set out in clause 3.1.

4 Customer’s obligations

4 . 1 In view of the take-back guarantee as stated in Article 10.3 and 10.4, Customer shall use and treat the Products with due care in accordance with the nature and intended use thereof, and ensures that its employees, hired freelancers and all other persons who use the Products under Customer's supervision are also bound to this duty of care.

4 . 2 Customer shall not (i) copy, modify, or create derivative works of the Products and/or Deliverables; (ii) rent, lease, sublicense, transfer, or otherwise make available the Products and/or Deliverables; (iii) remove any proprietary notices, labels, symbols, part numbers or serial numbers affixed to the Products and its documentation, (iv) combine or connect the Products with other products not supplied by RUSE and/or (v) use the Products at any location other than the location agreed with RUSE. Customer assumes full responsibility for the
manner in which the Products and/or Deliverables are used and any decisions taken in connection with its use

4 . 3 Customer shall refrain from any such acts or omissions with regard to the Products as may cause RUSE to lose the ownership thereof by confusion of property (“vermenging”), accession (“natrekking”) or conversion (“zaakvorming”), or in any other way whatsoever.

4 . 4 Customer is responsible for all information, orders, instructions, documents, and actions provided or performed by Customer directly or by third parties engaged by Customer in connection with the delivery or performance by RUSE of any Products or Services. RUSE will be entitled to rely on the accuracy and completeness of all information furnished by Customer, including the information provided in the Commercial Terms. Upon request of RUSE, Customer shall promptly provide any other information, services or support under Customer's
control and relevant to the performance by RUSE under the Sales Contract.

5 Ownership and risk

5 . 1 Unless stipulated otherwise in the Commercial Terms, the Products shall be delivered Ex Works according to Incoterms 2020.

5 . 2 Unless stipulated otherwise in the Commercial Terms, ownership does not pass to Customer (i.e. ownership shall continue to vest in RUSE (eigendomsvoorbehoud)) until Customer has fulfilled all its contractual obligations towards RUSE, hereunder payment of the entire Purchase Fee.

6 Financials

6 . 1 Customer shall pay RUSE the Fees as agreed in the Commercial Terms.

6 . 2 RUSE shall issue to Customer an invoice for the Fees about three (3) weeks prior to delivery of the Products and performance of the Services. The invoice may request an advance payment of part of the Fees.

6 . 3 The Products will not be delivered and the Services will not be performed if the Fees are not paid in full on the due date.

6 . 4 The Purchase Fee includes the costs and charges of packaging, insurance and transport of the Products up to the moment of delivery to Customer.

6 . 5 The Fees excludes amounts in respect of value added tax (VAT).

6 . 6 Customer shall pay each invoice submitted by RUSE:
a) within 14 days of the date of the invoice; and
b) in full and in cleared funds to a bank account nominated in writing by RUSE.

7 Intellectual Property

Customer agrees that RUSE owns all right, title and interest to all intellectual property and other proprietary rights to documents and materials, calculations, drawings, models, plans, sets of tools, technology, software, designs, engineering details, schematics and similar data relating to or incorporated in the Products, or arising out of the Services, and any accompanying documentation or information derived from the foregoing. RUSE reserves all rights in the Products not specifically granted to Customer under the Sales Contract.

8 Limitation of liability

8 . 1 Unless stipulated otherwise in the Sales Contract, RUSE shall not be liable for any act or omission in the course of, or connected to, supplying the Products and performance of the Services hereunder, except to the extent that such liability directly arises out of gross negligence or wilful misconduct of RUSE.

8 . 2 Notwithstanding the foregoing or any other provision of the Sales Contract, RUSE’s liability hereunder shall in no event exceed the total value of Fees paid by Customer to RUSE within 12 months prior to the date the claim arose. 8 . 3 In no event shall RUSE be liable under this Sales Contract for any indirect, special or
consequential damages or loss including loss of actual or anticipated revenue, loss of business or goodwill, loss of use or operation or loss of opportunity howsoever caused or arising under this Sales Contract.

9 Term and termination

9 . 1 This Sales Contract shall become effective on the Commencement Date and shall, unless otherwise terminated in accordance with the provisions hereof, be effective until fulfilment by the parties of all their obligations under the Sales Contract.

9 . 2 RUSE may terminate the Sales Contract with immediate effect by giving written notice to Customer if:
a) Customer is declared bankrupt or has been granted suspension of payment or if a petition requesting bankruptcy or suspension of payment is filed by or on behalf of the latter, or substantially all of the assets of Customer are seized or attached and not released within sixty (60) days thereafter; or
b) Customer acts in material breach of the Sales Contract, which includes late payment, and, to the extent this breach can be remedied, it fails to remedy such breach within 30 days upon receipt of notice of the relevant breach from RUSE.

9 . 3 RUSE shall never be liable to pay any damages to Customer as a result of termination as referred to in Article 9.2.

9 . 4 RUSE may suspend the delivery of the Products or performance of the Services if Customer becomes subject to any of the events listed in clause 9.2(a), or RUSE reasonably believes that Customer is about to become subject to any of them.

10 Consequences of termination

1 0 . 1 Upon termination of the Sales Contract, Customer shall immediately pay to RUSE all of RUSE's outstanding unpaid invoices and interest and, in respect of Products supplied or Services performed, but for which no invoice has been submitted, RUSE shall submit an invoice, which shall be payable by Customer immediately on receipt.

1 0 . 2 Any provision of the Sales Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Sales Contract shall remain in full force and effect.

1 1 . 1 Force majeure. Neither RUSE nor Customer shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to strikes, lock outs, accidents, war, fire, breakdown of plant or machinery, and the party shall be entitled to a reasonable extension of its obligations.

1 1 . 2 Confidentiality. RUSE and Customer agree to keep confidential the information and documents of any nature whatsoever regarding the other party and to which they might have access during the execution of the Sales Contract herewith. However, RUSE and Customer are allowed to disclose the information (a) to their employees, auditors and/or attorneys who need to know it and who are directed by parties to comply with this confidentiality agreement,
(b) to the extent that disclosure is required by regulatory requirement, judicial process or law,
(c) in connection with any action or proceeding to enforce or interpret this Sales Contract any provision hereof, (d) to the extent that the information was already in the public domain, or (e) to the extent the other party agreed to this.

1 1 . 3 Vienna Convention. The United Nations Convention on Contracts for the International Sale of Products (also known as the Vienna Convention) is expressly excluded.

1 1 . 4 Governing law and forum. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Netherlands. All disputes arising out of or in connection with this Agreement that cannot be resolved amicably, will be resolved by the competent court in Amsterdam, the Netherlands.