General terms and conditions

General Terms and Conditions of Livingprojects B.V.

Registration number Chamber of Commerce for West-Brabant: 20084360

ARTICLE 1: APPLICABILITY, DEFINITIONS
1. These terms and conditions apply to all offers and to all sales agreements, all rental agreements and/or installment payment agreements, as well as all agreements for the performance of work by Livingprojects B.V., established in Breda, hereinafter referred to as “Livingprojects”.
2. The buyer or renter or the client will hereinafter be referred to as “the counterparty”. If a provision specifically relates to the situation in which the counterparty is a natural person who is not acting in the exercise of a profession or business, this person will be referred to as “the consumer”.
3. The applicability of any general (purchase) conditions of the counterparty is expressly rejected by Livingprojects.
4. Provisions that deviate from these conditions only form part of the agreement concluded between the parties if and insofar as the parties have expressly agreed to this in writing.
5. “In writing” in these general terms and conditions also means: by email, by WhatsApp or any other means of communication that can be considered equivalent to this in view of the state of technology and the generally accepted standards in society.
6. “Products” in these general terms and conditions means all lighting, sound and visual equipment, as well as all related products and materials, that Livingprojects sells or rents, as well as the work associated with the delivery and rental, including the provision of advice in the broadest sense of the word.
7. These general terms and conditions apply with effect from May 1, 2021. All previous versions are canceled as of this date.

ARTICLE 2: AGREEMENTS
1. Verbal agreements only bind Livingprojects after they have been confirmed in writing by Livingprojects or as soon as Livingprojects, with the consent of the counterparty, has commenced the execution of actions.
2. Additions or changes to the general terms and conditions or otherwise changes or additions to the agreement only become binding after written confirmation by Livingprojects.
3. In the event that reference is made to UAV 2012 or a similar set of general terms and conditions in the technical specification, these are lower in rank. In other words, the general terms and conditions of Livingprojects prevail in the event of possible contradictions.

ARTICLE 3: LIVINGPROJECTS ACTIVITIES
1. What exactly falls under the activities of Livingprojects is described in the quotation and/or the agreement and/or order confirmation. In addition to supplying (through sale, rental or installment payment) various products, Livingprojects performs the following activities: Strategy & creation, engineering, installation & programming, assembly, service & maintenance, repair, software updates, remote management. In addition, Livingprojects is a partner of Signify. Livingprojects also supplies hardware with and without CE certification, prepares installation drawings, performs project management and arranges assembly.
2. Livingprojects does not provide installation work, but does – if agreed – prepare an installation drawing for the installer. The installer engaged by the counterparty is responsible for the installation according to the drawing. As an expert, the installer is obliged to warn if what is shown on the drawing is not correct or causes damage. Incorrect use or interpretation of the installation drawing produced by Livingprojects is always at the expense and risk of the counterparty or the third parties it engages.
3. In the case of engineering, installation and programming, Livingprojects assumes that a third party supplies and installs the necessary cabling for, for example, 230V and data provisions. This is only different if this is explicitly included in the agreement with Livingprojects.
4. Livingprojects is not qualified in construction provisions. These activities are therefore excluded from the agreements and services of Livingprojects. Livingprojects does not provide high-rise work platforms or scaffolding to work at a height of more than 3 meters, unless explicitly stated otherwise in the agreement.
5. The service agreement does not cover recovery actions as a result of vandalism, damage from external factors and/or third parties, force majeure, lightning, theft, fire, short circuits not caused by Livingprojects, and incorrect use of products or services from Livingprojects.
6. The fee for service work is payable annually. After that, it can be terminated annually with a notice period of 3 months.
7. In the webshop, it is possible to purchase the following products and services: purchase of various products without help & advice, purchase of products with help & advice and/or programming help, and a lighting calculation. This help is defined and means that ready-made advice is provided.
8. Livingprojects also provides UV-C advice & design, maintenance, certification & installation, service & maintenance for UV-C (UV-C basic, all-in, one-time maintenance / UV-C secure, UV-C secure + and UV-C all-in subscription). In that case, the product descriptions of UV-C also apply. Separate product conditions also apply to the Virobuster.
9. In some cases, a three-party agreement is concluded with a financier. A hire-purchase construction is then applied through leasing, whereby Livingprojects supplies and maintains the installation, but the ownership is financed through a lease construction. In that case, the counterparty does not yet become the owner, but a monthly payment is made.

ARTICLE 4: OFFERS, QUOTATIONS
1. All offers, quotations, price and/or rate lists, etc. from Livingprojects are without obligation, unless they contain a deadline for acceptance. If an offer or quotation contains a non-binding offer and this offer is accepted by the counterparty, Livingprojects has the right to revoke the offer within 2 working days after receipt of the acceptance.
2. The prices and/or rates used by Livingprojects as well as the prices and/or rates mentioned in the offers, quotations, price and/or rate lists, etc. are exclusive of VAT and any costs. These costs may include transport costs, bank transaction costs, administration costs, order costs and declarations from third parties engaged. All this, unless expressly stated otherwise in writing.
3. For domestic orders of net less than € 350, order costs of € 15 apply, unless the package is larger than 1.25 meters or heavier than 25 kg. In that case, the actual order costs will be charged. Different order costs apply to foreign orders, which are made known to the respective counterparty upon their first order. In the case of purchase via the webshop, what is stated in the webshop regarding shipping costs applies.
4. A composite price quotation does not oblige Livingprojects to deliver part of the goods included in the offer or quotation or to perform part of the work included in the offer or quotation for a corresponding part of the price.
5. Prices and/or rates in quotations are based on data provided by the counterparty at the time of request or order. Should this data be changed subsequently, this may have consequences for the prices and/or rates.
6. Offers, quotations and prices do not automatically apply to reorders and new assignments.
7. Displayed and/or provided examples or models, demos, mock-ups as well as specifications of dimensions, capacities and other descriptions in brochures, promotional material and/or on Livingprojects’ website are as accurate as possible, but are only indicative. No rights can be derived from these, unless parties have expressly agreed otherwise in writing.
8. The examples and models mentioned in the previous paragraph remain the property of Livingprojects at all times and must be returned at the first request of Livingprojects, unless parties have expressly agreed otherwise in writing.
9. Livingprojects has the right to charge the costs associated with the offer or quotation to the counterparty, provided that Livingprojects has informed the counterparty in writing of these costs in advance.
10. If between the date of concluding the agreement and the execution of the agreement, changes are made by the government and/or trade unions in wages, working conditions or social insurance, etc., or changes take place with regard to other relevant factors such as exchange rates, import and export duties, insurance rates and other levies and/or taxes, Livingprojects is entitled to pass on the increases to the counterparty. Should a new price and/or rate list come into effect between the aforementioned dates by Livingprojects and/or by third parties engaged by it and/or suppliers, Livingprojects is entitled to charge the counterparty the prices and/or rates stated therein.
11. For the agreement concluded with the consumer, price increases may be passed on or charged 3 months after the conclusion of the agreement. In the case of price increases within a shorter period than 3 months, the consumer is authorized to terminate the agreement.

ARTICLE 5: ENGAGEMENT OF THIRD PARTIES
If and insofar as a proper execution of the agreement requires this, Livingprojects has the right to have certain deliveries carried out by third parties. All this at the discretion of Livingprojects.

ARTICLE 6: OBLIGATIONS OF THE COUNTERPARTY
1. The counterparty must ensure that: a. the data possibly required for the execution of the agreement is made available to Livingprojects in a timely manner and in the form desired by Livingprojects; b. the products on which work is to be performed are available to Livingprojects at the agreed time; c. Livingprojects is granted access to the location where the work is to be performed during the previously announced working hours. The location must comply with the legal safety requirements and other government regulations; d. the data carriers, electronic files, software, etc. provided by the counterparty to Livingprojects are free from viruses and/or defects; e. the third parties engaged by the counterparty perform the work to be carried out by them or deliveries in such a way and so timely, that Livingprojects is not hindered by this and does not experience any delay in the execution of the agreement; f. Livingprojects is warned within a reasonable period before the date on which, according to the agreement, the work would commence if Livingprojects cannot perform its work at the agreed time; g. Livingprojects can have timely access to sufficient opportunity for the supply, (secure) storage and/or removal of materials and tools; h. the location where the work is to be performed is free of excess materials, etc.; i. Livingprojects can have access to connection possibilities for the energy possibly required for the work, such as electricity, gas, water, etc. The energy costs are at the expense of the counterparty. Lost working hours as a result of temporary or long-term failure of the required energy are at the expense of the counterparty; j. at the location where Livingprojects and/or the third parties engaged by Livingprojects have to perform work within the framework of the execution of the agreement, the other facilities reasonably desired by Livingprojects and/or the aforementioned third parties are present, without any costs being associated with this for them; k. third parties who – whether or not for the performance of work – are present at the location where the work is performed cannot cause damage to Livingprojects’ property. The counterparty guarantees to compensate for any damage caused by third parties; l. there is adequate insurance for the risks possibly arising from the execution of the agreement; m. the location where equipment, materials, etc. of Livingprojects must be stored or kept is such that damage in any form and in any way, or theft will not be able to take place.
2. The counterparty ensures that the data to be provided is correct and complete. The counterparty indemnifies Livingprojects against the consequences arising from the data not being correct and/or incomplete.
3. Livingprojects will treat the data provided by the counterparty confidentially and will not provide it to third parties without the permission of the counterparty.
4. The counterparty is liable for loss of and/or damage to the goods, materials, tools and machines, etc. that Livingprojects has stored at the counterparty during the execution of the work.
5. The risk of the goods that are under the control of Livingprojects due to the work to be performed remains with the counterparty. The counterparty is obliged to adequately insure the goods that are under the control of Livingprojects for repair or maintenance, and to keep them insured.
6. If the obligations mentioned in this article are not fulfilled in a timely manner, Livingprojects is entitled to suspend the execution of the agreement until the moment that the counterparty has fulfilled these obligations. The costs in connection with the delay incurred or the costs for performing extra work or the other consequences arising from this are at the expense and risk of the counterparty.

ARTICLE 7: DELIVERY, (COMPLETION) DELIVERY PERIODS
1. Specified periods within which the goods must be delivered or the work must be performed can never be considered as strict deadlines, unless parties have expressly agreed otherwise in writing. If Livingprojects does not fulfill its obligations under the agreement or does not fulfill them on time, it must therefore be given written notice of default.
2. In the case of delivery or the execution of the work in parts, each delivery or phase is considered as a separate transaction and can be invoiced per transaction by Livingprojects.
3. The risk concerning the delivered goods passes to the counterparty at the moment of (completion) delivery. Delivery in the context of these general terms and conditions means: the moment when the goods to be delivered leave Livingprojects’ building, warehouse or shop or are available for collection by the counterparty.
4. In deviation from paragraph 3 of this article, delivery to consumers in the context of these general terms and conditions means: the moment when the goods are actually made available to the consumer.
5. Shipping or transport of the ordered goods takes place in a manner to be determined by Livingprojects, but at the expense and risk of the counterparty. All this, unless parties have expressly agreed otherwise in writing.
6. In deviation from paragraph 5 of this article, for consumers, shipping or transport of the ordered goods (also via the webshop) is at the risk of Livingprojects, but at the expense of the consumer.
7. If, due to a cause within the risk sphere of the counterparty, it appears impossible to perform the work or deliver the goods to the counterparty, or if the goods are not collected due to a cause within the risk sphere of the counterparty, Livingprojects reserves the right to store the goods and/or materials purchased for the execution of the agreement at the expense and risk of the counterparty. After storage, a period of 1 month applies within which the counterparty must enable Livingprojects to perform the work or deliver the goods, or within which the counterparty must collect the goods. All this, unless Livingprojects has expressly set a different period in writing.
8. If the counterparty also fails to meet its obligations after the expiry of the period referred to in paragraph 7 of this article, the counterparty is in default and Livingprojects has the right to terminate the agreement in writing and with immediate effect, without prior or further notice of default, without judicial intervention and without being obliged to pay compensation for damage, costs and interest, in whole or in part. Livingprojects is then entitled to sell the goods and/or materials to third parties.
9. The foregoing does not affect the obligation of the counterparty to pay the agreed or stipulated or due price, as well as any storage and/or other costs.
10. Livingprojects is authorized – with regard to the fulfillment of financial obligations of the counterparty – to require advance payment or security from the counterparty, before proceeding with delivery or starting with the work to be performed.

ARTICLE 8: COMPLETION, APPROVAL AND MAINTENANCE PERIOD
1. The work is deemed to have been completed in accordance with the agreement if the product has been made available ready for use to the counterparty, the counterparty has checked the work and the completion statement or work order has been signed for approval by the counterparty.
2. The work is also deemed to have been completed in accordance with the agreement if the counterparty – as far as possible – has put the product into use or has not complained to Livingprojects within a period of 2 weeks after the aforementioned notification that the work is completed and ready for use.
3. Work not yet performed or not yet completed by third parties engaged by the counterparty, which affect the proper use of the product, have no influence on the completion of the work performed by Livingprojects and agreed with the counterparty.
4. Minor defects that can be easily remedied within a maintenance period agreed between the parties, will not be a reason for withholding approval, provided that these defects do not stand in the way of any use. In the event that the parties have not agreed on a specific maintenance period, a maintenance period of 30 days after completion applies. Livingprojects is obliged to have defects that appear during the maintenance period and are at the expense of Livingprojects repaired as soon as possible.
5. In the event that the counterparty still detects defects, imperfections, etc. with regard to the completed work after the completion referred to in this article, the provisions of Article 8 of these general terms and conditions apply to these defects, imperfections, etc.

ARTICLE 9: INSPECTION AND COMPLAINTS
1. The counterparty is obliged to check the goods immediately upon receipt. Any visible damage, errors, imperfections, defects and/or deviations in numbers must be noted on the waybill or accompanying note and immediately, but no later than 24 hours after receipt of the goods, reported in writing to Livingprojects.
2. Other complaints – including complaints regarding the work performed – must be reported to Livingprojects in writing by registered letter immediately, but in any case within eight days after discovery. The complaints must in all cases be reported to Livingprojects within 1 year after (completion) delivery.
3. If the above-mentioned complaints are not made known to Livingprojects within the specified periods, the goods are deemed to have been received in good condition or the work is deemed to have been performed in accordance with the agreement and the right to complaint lapses.
4. Complaints do not suspend the payment obligation of the counterparty.
5. Livingprojects must be given the opportunity to investigate the complaint. If a return shipment appears necessary for the investigation of the complaint, or if it appears necessary for Livingprojects to be given the opportunity to investigate the complaint on site, the costs of this are only at the expense and risk of Livingprojects if the latter has given its express written consent to this in advance.
6. In all cases, return shipment takes place in a manner to be determined by Livingprojects and in the original packaging or packaging.
7. If the goods have been changed in nature and/or composition after delivery, have been processed or damaged in whole or in part, any right to complaint lapses.
8. In the case of justified complaints, the damage will be settled pursuant to the provisions of Article 9.

ARTICLE 10: PROGRESS, EXECUTION OF AGREEMENT
1. Livingprojects cannot be obliged to start with the execution of the work or the delivery of the goods until all necessary data is in its possession and it has received the possibly agreed (advance) payment. In the event of delays arising from this, the specified (completion) delivery periods will be adjusted proportionally.
2. When the work or deliveries cannot be carried out normally or without interruption due to causes outside the fault of Livingprojects, Livingprojects is entitled to charge the resulting costs to the counterparty.
3. If Livingprojects or the third parties engaged by it cannot start with the agreed work on the agreed date due to the actions of the counterparty, Livingprojects is entitled to charge waiting hours and/or the resulting costs to the counterparty.
4. If during the execution of the agreement it appears that it is unenforceable, either as a result of circumstances unknown to Livingprojects, or due to any force majeure, Livingprojects will consult with the counterparty about changing the agreement in such a way that the execution of the agreement will be possible. Livingprojects will inform the counterparty about the possible consequences for the agreed prices and/or the agreed (completion) delivery periods. All this except when execution of the agreement will never be possible due to the unknown circumstances or force majeure. Livingprojects is in any case entitled to full compensation for the work already performed by Livingprojects or deliveries.
5. All expenses incurred by Livingprojects at the request of the counterparty are entirely at the expense of the latter, unless parties have expressly agreed otherwise in writing.

ARTICLE 11: PACKAGING, SHIPPING AND PACKAGING MATERIALS
1. Livingprojects undertakes towards the counterparty to properly package the goods to be delivered and to secure them in such a way that they reach their destination in good condition during normal transport. The counterparty arranges for the usual transport insurance. This also applies to sales via the webshop.
2. Unless agreed otherwise, delivery takes place from Livingprojects’ warehouse in Breda.
3. An agreed delivery time is not a strict deadline.
4. The packaging materials that are not intended for single use, in which the goods are delivered, remain the property of Livingprojects and may not be used by the counterparty for purposes other than those for which they are intended.
5. Livingprojects is entitled to charge a deposit for these packaging materials to the counterparty. Livingprojects is obliged to take back these packaging materials, at the price charged to the counterparty. All this, provided that the packaging materials are returned carriage paid within a period determined by Livingprojects after the delivery date or at a time agreed by the parties.
6. If packaging materials are damaged, incomplete or lost, the counterparty is liable for this damage and its right to repayment of the deposit lapses.
7. If the damage referred to in paragraph 3 of this article is higher than the deposit charged, Livingprojects is entitled not to take back the packaging materials. Livingprojects can then charge the packaging materials to the counterparty at cost price, reduced by the deposit already paid.

ARTICLE 12: PROHIBITION OF TAKING OVER PERSONNEL AND DETACHEES
1. The counterparty is not permitted, during the term of the agreement until one year after its termination, to employ employees of Livingprojects who have been involved in the execution of the agreement – other than via the webshop – or to otherwise have them work for the counterparty.
2. In the case of secondment, the counterparty is not permitted to employ these persons during the term of the secondment until one year after its termination, or to otherwise have them work for the counterparty.
3. The counterparty forfeits an immediately payable fine equal to one gross annual salary in the event of violation of the obligation mentioned under 1 and 2.

ARTICLE 13: LIABILITY AND WARRANTIES
1. Livingprojects fulfills its task as may be expected of a company in its industry. If it would be liable as a result of an attributable failure, it is only obliged to compensate for direct material damage suffered by the counterparty or third parties.
2. It is never liable for any indirect damage of the counterparty or third parties, including death and material and immaterial injury, business or environmental damage, loss of profit and/or stagnation damage and other consequential damage.
3. The limitations of liability included in this article do not apply if the damage is due to intent and/or deliberate recklessness of Livingprojects, its management and/or its managerial staff.
4. Without prejudice to the provisions in the other paragraphs of this article, the liability of Livingprojects, on whatever grounds, is limited to the invoice amount of the delivered goods or the performed work.
5. Without prejudice to the provisions in the other paragraphs of this article, in the case of an agreement or assignment with a term longer than 6 months, the liability is further limited to the part of the fee due over the last 6 months.
6. Without prejudice to the provisions in the other paragraphs of this article, the liability is at all times limited to a maximum of the amount of the payment to be provided by Livingprojects’ insurer in the case in question, insofar as Livingprojects is insured for this.
7. If visible errors, imperfections and/or defects occur in the materials used in the execution of the work or in the delivered goods that must have been present at the time of delivery, Livingprojects undertakes to repair or replace those goods, at its choice, free of charge.
8. Livingprojects guarantees the usual normal quality and soundness of the delivered; it cannot give a guarantee about the ‘experience’ regarding light and sound of the delivered, as this depends on acoustics, personal preferences and other circumstances. The actual lifespan of the delivered can also never be guaranteed. The WOW factor is a subjective concept to be determined by the counterparty itself, but for which Livingprojects cannot be responsible. Livingprojects is not liable for expectations regarding the energy consumption/sustainability of the product. The counterparty expressly indemnifies Livingprojects from these properties.
9. Guarantees on products from direct suppliers of Livingprojects are only provided if this is explicitly included in the agreement itself. And only for the duration mentioned therein. It is possible to agree on an additional guarantee or to extend the guarantee period. This is only possible by explicitly including this in the agreement. In the case of product guarantee, the prescribed duration of the manufacturer is always followed, unless otherwise indicated in the agreement. In the case of a system guarantee, a maximum term of 3 months applies to the work and the material, unless otherwise indicated in the agreement.
10. Guarantee only applies with normal use, normal conditions and only for what the product is intended for, unless parties have expressly agreed otherwise.
11. When using the materials required for the execution of the agreement, Livingprojects bases itself for the properties of these materials on the information provided by the manufacturer of these materials. If materials or goods delivered by Livingprojects are provided with a guarantee by the manufacturer, that guarantee will apply in the same way between the parties. Livingprojects will inform the counterparty about this.
12. No guarantee is given by Livingprojects on materials or parts, etc. prescribed by the counterparty and/or previously used (2nd hand) materials or parts, etc., which have been used for the repair or maintenance.
13. Livingprojects cannot go against the processing and product regulations that it has been imposed by its suppliers. As a partner of, among others, Vari-Lite, UV-C and Signify, Livingprojects cannot accept deviations from the counterparty. The counterparty relies on the expert advice of Livingprojects or cooperation partner/supplier. In the event that the counterparty deviates, the guarantees expire.
14. In the event that the counterparty refuses to take a demo or Mock-up or to approve the demo version, Livingprojects is not liable towards the counterparty for deviations from this demo or model.
15. The counterparty loses its rights towards Livingprojects, is liable for all damage and indemnifies Livingprojects against any claim from third parties with regard to compensation if and insofar as: a. the aforementioned damage has arisen due to inexpert and/or contrary to instructions, advice or user instructions from Livingprojects use and/or inexpert storage of the delivered goods by the counterparty; b. the aforementioned damage has arisen due to errors by the counterparty or by third parties engaged by him/her, incompleteness or inaccuracies in data, materials, data carriers, etc. that have been provided and/or prescribed to Livingprojects by or on behalf of the counterparty; c. the aforementioned damage has arisen due to instructions from or on behalf of the counterparty to Livingprojects; d. the aforementioned damage has arisen because the counterparty itself or a third party on behalf of the counterparty has carried out repairs or other operations or work on the delivered, without prior written permission from Livingprojects; e. the aforementioned damage has arisen after emergency repairs have been carried out; f. the aforementioned damage has arisen due to interruptions or irregular voltage, the lack of “clean power” or an unreliable network.

ARTICLE 14: PROVISIONS REGARDING RENTAL AND LEASE OF GOODS
1. This article only applies to any rental agreement or any agreement in which a rental element is included, concluded between Livingprojects and the counterparty and relating to all goods offered for rent by Livingprojects.
2. The rental period, the rental price, any deviating cancellation arrangement and specific agreements with regard to the goods to be rented are mentioned in the rental agreement.
3. Livingprojects is entitled to determine a security deposit that must be paid by the counterparty before the start of the rental period.
4. The counterparty must check the rented goods for defects after receipt. Any defects must be reported by the counterparty to Livingprojects as soon as possible – but no later than 24 hours after receipt of the rented goods. If no notification of defects is made, the goods are deemed to have been received in good condition.
5. Delays that arise during loading, unloading, transport and/or installation work through no fault of Livingprojects as well as repairs that are the result of negligence of the counterparty, are also included in the rental period.
6. The counterparty is obliged to keep the rented goods in good condition during the rental period and is responsible for damage arising during the rental period.
7. The counterparty is not allowed to make changes to or on the rented goods other than after prior permission from Livingprojects.
8. Defects in the rented goods as well as damage and loss or theft must be reported to Livingprojects in writing without delay, stating all details.
9. Repair of damage or defects may only be carried out by or with the express prior written permission and on the instructions of Livingprojects.
10. Livingprojects is authorized to check the condition of the rented goods and the way in which they are used during the rental period. The counterparty must ensure that Livingprojects or its authorized representative is granted access to the rented goods.
11. The counterparty is obliged to return the rented goods after the end of the rental period in the condition in which the rented goods were received by the counterparty – except for normal depreciation and wear and tear in connection with normal use, etc. – and in the packaging in which it was delivered.
12. If the counterparty is not able, for whatever reason, to return the rented goods to Livingprojects, the counterparty owes Livingprojects compensation equal to the new value of the rented goods.
13. For any delay in the return of the goods after the expiry of the agreed rental period, the counterparty owes a reasonable compensation, without prejudice to the right of Livingprojects to full compensation.
14. The counterparty has the right to be present at the inspection after the return of the rented goods. Any costs of, among other things, repair of the defects, which are necessary to bring the rented goods back to the condition in which the rented goods were received by the counterparty – except for normal depreciation and wear and tear in connection with normal use, etc. – are at the expense of the counterparty. All this, without prejudice to the right of Livingprojects to compensation for damage and other costs.
15. The counterparty must insure the rented goods during the term of the rental agreement in any case for the usual risks, such as damage, loss and destruction of the rented goods. If the rented goods are lost or suffer irreparable damage, the counterparty owes compensation to be determined by Livingprojects, equal to the new value of the rented goods.
16. Livingprojects is not liable towards the counterparty or towards third parties for damage caused by the use, by the counterparty itself, its personnel or third parties engaged by it, unless the damage is the result of intent and/or deliberate recklessness of Livingprojects, its management and/or its managerial staff.
17. The counterparty indemnifies Livingprojects against claims from third parties, which claims arise from (the use of) the goods made available by Livingprojects through rental.
18. The rented goods remain the property of Livingprojects at all times. The counterparty is not allowed to grant any right to the rented goods to third parties. The counterparty is therefore also not allowed to sublet the rented goods or to make them available to third parties for use – whether or not for payment.
19. In the event of seizure of the rented goods, including fiscal attachment, or if there is a well-founded fear that this will happen, the counterparty must inform Livingprojects of this without delay. Furthermore, the counterparty must inform the attaching party without delay that the rented goods are the property of Livingprojects.
20. The counterparty is forbidden to dispose of the rented goods other than as a holder for Livingprojects and must at all times prevent third parties from expecting or giving the impression that it is authorized to further dispose of the rented goods.

ARTICLE 15: EXTERNAL FINANCING: RENTAL AND INSTALLMENT PAYMENT
1. It is also possible that there is external financing through a rental or hire-purchase construction (operational or financial lease). Hire-purchase is also described as installment payment. In that case, Livingprojects only acts as an intermediary. Then a three-party agreement is concluded whereby Livingprojects only delivers the installation and takes care of the maintenance. A third party becomes the owner of the installation. These products of external financing in the form of rental or installment payment are always concluded under the resolutive condition of approval and signing by an external financier. In those cases, Livingprojects does not become the owner of the installation of the goods or the project.
2. Everything described in Article 14, paragraphs 1 to 6, 8 to 10 and 16 about rental, also applies to the legal relationship of purchase on installment (installment payment) or rental via an external financier.

ARTICLE 16: SERVICE & MAINTENANCE
1. The service agreement includes, unless expressly agreed otherwise in writing, maintenance of the product and/or peripheral equipment that must be performed according to the guidelines and maintenance system of the manufacturer of the product. Livingprojects provides three types of maintenance: corrective, preventive and a combination of both.
2. The Company may deviate from the maintenance frequency according to the manufacturer.
3. The maintenance per product or item takes place periodically based on the type and model, taking into account generally accepted standards in the industry for the safe and efficient functioning of the product or item. It is up to the counterparty to provide access for Livingprojects employees. The counterparty ensures that work can be carried out as continuously as possible during normal working hours.
4. Maintenance includes at least: a. The periodic maintenance or inspection of the product in accordance with the manufacturer’s maintenance system. b. The maintenance per product takes place once every 24 months depending on the product conditions. c. The inspection of the peripheral equipment, consisting of a visual inspection. d. The preparation of an inspection report for the customer.
5. The following activities do not belong to the maintenance and/or fault service visit: a. products not supplied by Livingprojects.
6. The following is not covered by the rates agreed upon in the service agreement, and will be charged to the counterparty by separate invoice in case of repair or replacement: a. any required use of a high-rise work platform. b. obligations as mentioned in Article 6.

ARTICLE 17: MALFUNCTIONS
1. Livingprojects is accessible 24 hours a day in case of malfunctions.
2. In case of malfunctions to a product and/or peripheral equipment, Livingprojects will try to resolve the malfunction within 24 hours after the report of the malfunction, unless there is no urgent character.
3. For malfunctions that fall under the warranty provisions of a supplier and/or manufacturer, the counterparty must show the warranty certificate to the Livingprojects employee. If the counterparty cannot show the warranty certificate, the counterparty owes Livingprojects the costs of resolving the malfunction.
4. Malfunctions resulting from accidental or deliberate damage or improper operation or as a result of work carried out by others than Livingprojects outside the service agreement.
5. In case of unjustified malfunction reports, Livingprojects can charge call-out costs.
6. Unjustified malfunction reports are understood to be reports such as regarding malfunctions that: a. are the result of a defective electrical fuse or main switch. b. are the result of the absence of voltage, if there is no “clean” power supply; c. are the result of incorrect setting or processing; d. relate to resetting time clocks to summer or winter time; e. are the result of capacity problems with the installation; f. are the result of lightning strikes, fire, short circuits, freezing and/or rainwater leakage; g. are the result of repairs recommended by Livingprojects and/or replacement of parts recommended by Livingprojects not being carried out or not being carried out sufficiently.
7. The supplier of the platform is responsible for remote login capability.

ARTICLE 18: FOR THE CONSUMER
1. The consumer has the right to dissolve the agreement within fourteen days after receipt of the order via the webshop without giving reasons (right of withdrawal). The period starts from the moment that the (entire) order has been received by the consumer.
2. There is no right of withdrawal when the products have been made to the consumer’s specifications.
3. The consumer can use a withdrawal form from Livingprojects. Livingprojects is obliged to make this available to the counterparty immediately after the consumer’s request.
4. During the reflection period, the consumer will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product with all accessories supplied and – if reasonably possible – in the original shipping packaging to Livingprojects, in accordance with the reasonable and clear instructions provided by Livingprojects.
5. If the consumer places an order, the data is included in the customer database. This data is stored to be able to view and find history regarding purchased products and material codes for any subsequent orders. When this data is not known, all responsibility regarding a chosen product or service lies with the consumer, never with Livingprojects.
6. Livingprojects will not provide data to third parties, respects privacy and ensures confidential treatment of personal data. Livingprojects in some cases uses a mailing list which is carefully maintained. The consumer can decide at any time not to be included in this. When this is made known to Livingprojects, the data will be removed from the mailing list. See ‘privacy statement, cookies and disclaimer’ on the website, which is also agreed to by the consumer when visiting the website.

ARTICLE 19: PERMITS
1. Livingprojects does not, in principle, arrange permits for matters or projects, unless explicitly agreed.
2. With regard to submitting an application for a permit, Livingprojects cannot guarantee that this permit will also be granted on the application and/or a granted permit will remain in force. If a permit is refused or a granted permit does not remain in force, the fees and costs agreed with Livingprojects remain due and Livingprojects is in no way liable for the damage as a result of the non-granting or non-maintenance of the permit.
3. When submitting a permit application, fees or levies may be due which are for the account of the counterparty.
4. If third parties, including architects, experts and/or lawyers, need to be called upon for the purpose of applying for a permit, the associated costs are for the account of the counterparty.
5. The assignment for applying for a permit includes the preparation and submission of the permit application. Any objection or appeal is not included.
6. Livingprojects advises its counterparty to start the activities when the permit has been irrevocably granted. With this, Livingprojects is not liable for (consequential) damage resulting from activities started during the objection period.

ARTICLE 20: LICENSES
1. The services of Livingprojects include, among other things – if expressly agreed – the sale of one or more software licenses to the counterparty, or, if applicable, the purchase by Livingprojects of one or more software licenses from the supplier.
2. In both cases, these are licenses for standard software that have been placed on the European market for the first time with permission from the rights holder to the software for a one-time fee and with perpetual right of use.
3. The scope of use of a license is limited to the scope of use as evidenced by the license terms of the rights holder to the relevant software and which apply prior to the sale, except insofar as applicable laws and regulations provide otherwise. Rights of use are transferred for the versions of the software named in the quotation or order confirmation from Livingprojects.
4. Counterparty and supplier are themselves fully responsible for correctly putting into or taking out of use the software and related questions. Livingprojects sells to the counterparty the license rights on standard software mentioned in the quotation, without reservation. The purchase agreement is concluded as soon as the counterparty has confirmed the quotation in a timely manner.
5. Delivery takes place by written statement of the relevant license rights. If further actions appear to be necessary for delivery, Livingprojects will carry these out immediately at the request of the counterparty.
6. Livingprojects guarantees that:
• the relevant license rights were initially placed on the market within the European Union with the permission of the rights holder for an annual fee;
• the relevant license rights are not split or otherwise incomplete;
• the relevant license rights are not in use by suppliers of Livingprojects at the time of delivery to the counterparty, nor thereafter.
7. Livingprojects indemnifies the counterparty and its customers against all claims from rights holders to the software regarding infringement of copyrights or violations of the sold licenses, insofar as the claims are directly attributable to actions of Livingprojects under the relevant license rights.
8. The counterparty is fully responsible for ordering the correct version of a license right. A license right once purchased cannot be returned other than after written permission from the supplier of the license.
9. Livingprojects is never liable for damage caused by improper use by the counterparty of software license rights supplied by Livingprojects. Livingprojects is also not liable if the supplier of the license decides to stop the license or unilaterally changes the conditions for the license.

ARTICLE 21: COORDINATION/CO-CONTRACTING
At all times, the counterparty – in the case there are multiple contractors with respect to a project – is obliged to take care of the coordination between the various engaged professionals. The counterparty is responsible for the mutual alignment, data provision and planning. The counterparty engages a project manager if necessary. Livingprojects is only obliged to perform the coordination if it has been explicitly instructed to do so in the agreement itself. Livingprojects endeavors to work as well as possible with other suppliers and (co- and sub-)contractors or other involved parties working on behalf of the counterparty, but is never liable for damage caused by others. The basic principle is that the construction contractor takes on the coordination. In that case, a separate coordination agreement is drawn up showing the information and cooperation obligation of Livingprojects.

ARTICLE 22: INTELLECTUAL PROPERTY RIGHTS
1. Livingprojects is and remains the rights holder to all intellectual property rights that rest on or relate to or belong to the works manufactured by Livingprojects or the goods delivered by Livingprojects and the underlying documents, etc. manufactured by Livingprojects. All this, unless parties have expressly agreed otherwise in writing.
2. The exercise of the rights mentioned in the previous paragraph of this article is both during and after the execution of the agreement expressly and exclusively reserved to Livingprojects.
3. By providing data to Livingprojects, the counterparty declares that no infringement is made on the copyright or any other intellectual property right of third parties and he indemnifies Livingprojects in and out of court for all consequences, both financial and otherwise, that may arise from this.

ARTICLE 23: WORKING CONDITIONS
1. The counterparty declares to be familiar with the fact that he/she is responsible for the safety of everyone who works at the counterparty’s location or performs assignments in accordance with the Working Conditions Act.
2. The counterparty is responsible towards Livingprojects for the fulfillment of the obligations arising from Article 7:658 of the Civil Code, the Working Conditions Act, the associated regulations arising from obligations in the field of workplace safety and good working conditions in general.
3. The counterparty is obliged to provide Livingprojects with written information in a timely manner, in any case one working day before the start of the Project, about the required professional qualifications and the specific characteristics to safely execute the Project.
4. The counterparty gives Livingprojects active information regarding the Risk Inventory and Evaluation (RIE) used within the company and about all risks and attention points specifically relevant to Livingprojects’ workplace.
5. If Livingprojects or a person working for it suffers a work accident or occupational disease, the counterparty will, if legally required, immediately inform the competent authorities of this and ensure that a written report is made of it without delay. The report records the circumstances of the accident in such a way that it can be determined with reasonable certainty whether and to what extent the accident is the result of the fact that insufficient measures were taken to prevent the accident or occupational disease.
6. The counterparty informs, in the case of a situation as stated in paragraph 5 of this article, Livingprojects as soon as possible about the work accident or the occupational disease and provides a copy of the prepared report.

ARTICLE 24: PAYMENT
1. Payment must be made within 14 days after the invoice date, unless parties have expressly agreed otherwise in writing.
2. Any objections to invoices, specifications and prices must be brought to the attention of Livingprojects in writing within 8 days.
3. If an invoice has not been paid in full after the expiry of the period referred to in paragraph 1: a. the counterparty will owe Livingprojects a delay interest in the amount of 1.5% per month cumulatively to be calculated on the principal sum. Parts of a month are calculated as full months in this case; b. the counterparty will, after being reminded to do so by Livingprojects, owe a minimum of 15% of the sum of the principal and the delay interest for extrajudicial costs, with an absolute minimum of € 150.00; c. the counterparty will owe Livingprojects an amount of at least € 20.00 for administrative costs for each payment reminder, demand, etc. sent to the counterparty.
4. If the counterparty has not fulfilled its payment obligations in a timely manner, Livingprojects is authorized to suspend the fulfillment of the obligations entered into towards the counterparty for delivery or rental or for the execution of work until the payment has been made or proper security has been provided for this. The same applies even before the moment of being in default if Livingprojects has reasonable suspicion that there are reasons to doubt the creditworthiness of the counterparty.
5. Payments made by the counterparty always serve to settle all interest and costs due and subsequently to settle payable invoices that have been outstanding the longest, unless the counterparty expressly states in writing upon payment that the settlement relates to a later invoice. a. The counterparty is not entitled to offset a claim on its part, on whatever grounds, unless this is allowed by a judicial or arbitral decision that has become final and conclusive. b. The provision under sub a. of this paragraph does not apply to agreements with the consumer.

ARTICLE 25: RETENTION OF TITLE
1. The ownership of goods delivered and to be delivered by Livingprojects only passes to the counterparty after the latter has paid everything it owes to Livingprojects pursuant to the agreement delivered or to be delivered goods. Those payment obligations consist of paying the purchase price, increased by claims regarding work performed that are related to that delivery, as well as claims regarding, possible, compensation for failure to fulfill obligations on the part of the counterparty.
2. Before the ownership has been transferred, the counterparty is not entitled to rent the delivered goods to third parties, to give them for use, to pledge them or to otherwise encumber them for the benefit of third parties. It is only entitled to sell on the goods, insofar as this is necessary in the context of the normal business operations.
3. In case Livingprojects invokes the retention of title, the agreement concluded in this matter is considered dissolved, without prejudice to the right of Livingprojects to claim compensation for damage, lost profit and interest.
4. The counterparty is obliged to immediately inform Livingprojects in writing of the fact that third parties are asserting rights on goods on which a retention of title rests pursuant to this article.
5. The counterparty is obliged to carefully keep the goods on which a retention of title rests and as recognizable property of Livingprojects until the moment when it has fulfilled all its payment obligations towards Livingprojects.
6. The counterparty must insure the goods that have been delivered under retention of title and keep them insured during the period that the retention of title rests on them. The counterparty must make the policy of this insurance available for inspection at the first request of Livingprojects.

ARTICLE 26: RIGHT OF RETENTION
Livingprojects is authorized to keep (back) all goods or other property that Livingprojects has from the counterparty until everything the counterparty owes to Livingprojects pursuant to the agreement (or non-fulfillment thereof) has been paid.

ARTICLE 27: BANKRUPTCY, LACK OF POWER OF DISPOSITION, ETC.
1. Without prejudice to the provisions in the other articles of these conditions, the agreement concluded between the counterparty and Livingprojects is dissolved without judicial intervention and without any notice of default being required, at the time when the counterparty: a. is declared bankrupt; b. applies for (provisional) suspension of payment; c. is affected by enforceable seizure; d. is placed under guardianship or administration; e. offers its creditors an extrajudicial settlement or a settlement based on the WHOA; f. otherwise loses the power of disposition or legal capacity with regard to its assets or parts thereof.
2. The provisions in paragraph 1 of this article apply, unless the curator or the administrator acknowledges the obligations arising from the agreement as estate debt.
3. Rights of a party from this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, of the Civil Code.

ARTICLE 28: FORCE MAJEURE
1. In case of force majeure, Livingprojects is entitled to dissolve the agreement or to suspend the fulfillment of its obligations towards the counterparty for a reasonable period without being obliged to pay any compensation.
2. Force majeure in the context of these general terms and conditions means: a non-attributable shortcoming on the part of Livingprojects, of the third parties engaged by it or suppliers or another important reason on the part of Livingprojects.
3. If there is force majeure when the agreement has been partially executed, the counterparty is obliged to fulfill its obligations towards Livingprojects up to that moment.
4. Circumstances in which there will be force majeure will include: war, riot, mobilization, domestic and foreign disturbances, government measures, strike and lockout by employees or threat of these circumstances, disruption of the exchange rate relationships existing at the time of entering into the agreement, business disruptions due to fire, short circuit, natural phenomena, transport difficulties and delivery problems arising due to weather conditions, road blocks, etc., accident or other incidents.

ARTICLE 29: EXPIRY PERIOD LEGAL CLAIMS
Legal claims against Livingprojects must – on penalty of forfeiture of the right to do so – be brought within 1 year after the counterparty first reported the claim in question to Livingprojects.

ARTICLE 30: NULL OR VOIDABLE PROVISIONS
If a provision of the present agreement is null or is annulled by a judicial decision, the other provisions of the present agreement will remain in force. Parties will consult on the provisions of the present agreements that are null or annulled, in order to make a replacement arrangement that is valid and the consequences of which, in view of the content and purport of the present agreement, correspond as much as possible with those of the null or annulled provision(s).

ARTICLE 31: APPLICABLE LAW/COMPETENT COURT
1. Only Dutch law applies to the agreement concluded between Livingprojects and the counterparty. The disputes arising from this agreement will also be settled according to Dutch law.
2. In deviation from the provisions in paragraph 1 of this article, the property law consequences of a retention of title of goods intended for export, in case the legal system of the country or state of destination of the goods is more favorable for Livingprojects, will be governed by that law.
3. Any disputes will be settled by the competent Dutch court in the place where Livingprojects is established. Nevertheless, Livingprojects is authorized to submit the dispute to the court that is competent according to the legal rules.
4. The Vienna Sales Convention does not apply, nor does any other international arrangement from which exclusion is permitted.

Breda, May 1, 2021