Terms and Conditions

Definitions

Stonewell: Stonewell B.V., established in Etten-Leur, registered with the Dutch Chamber of Commerce under number 42149801.

Client: the party with which Stonewell has entered into an agreement, or the party that uses the services or resources developed by Stonewell, including but not limited to whitepapers, training courses and websites.

Parties: Stonewell and the client together.

Programmes: Any (paid) service programme, subdivided into among other things consultation/strategy sessions, MVP development, production phase, further development and monitoring, offered by Stonewell.

Company information:

Stonewell B.V., Markenland 151, 4871 AR Etten-Leur, the Netherlands

Email: jason@stonewell.ai

Chamber of Commerce: 42149801 & VAT ID: NL869934545B01

Applicability

These terms apply to all quotations, offers, work, orders, websites, resources, agreements and deliveries of services or products by or on behalf of Stonewell.

Parties may only deviate from these terms if they have expressly agreed so in writing. The parties expressly exclude the applicability of any additional and/or deviating general terms and conditions of the client or of third parties.

Prices

All prices used by Stonewell are in euros and include VAT, unless expressly stated or agreed otherwise.

Stonewell has the right to adjust all prices for its products or services on its website or otherwise at any time.

Parties agree a total price for the start-up costs of a service delivered by Stonewell. If, due to unforeseen circumstances beyond the control of Stonewell's representatives or developers, the costs increase, Stonewell reserves the right to implement a price increase in consultation with the client. Stonewell has the right to change the prices of the (maintenance) retainers every three months.

Stonewell will communicate price adjustments to the client before the moment of the price increase. The consumer has the right to terminate the contract with Stonewell if they do not agree with the price increase.

Stonewell's rates and the cost estimates based on them include any travel costs within the Netherlands. Stonewell's rates exclude travel costs within and to other countries and exclude accommodation costs inside and outside the Netherlands. These latter costs and other assignment-related costs may be charged separately by Stonewell.

Payments and Payment Term

The client must meet the financial obligations towards Stonewell in accordance with the agreed subscription terms or payment plans. If these have not been explicitly stated, the following rules apply: 50% of the start-up costs are paid in advance, and 50% afterwards. Stonewell invoices the maintenance retainer monthly. A payment term of 14 days applies to all invoices.

Payment terms are considered strict payment deadlines. This means that if the client has not paid the agreed amount by the last day of the payment term at the latest, they are legally in default, without Stonewell having to send the client a reminder or serve a notice of default.

Stonewell reserves the right to make delivery dependent on immediate payment or to demand adequate security for the total amount of the services or products.

Consequences of Late Payment

If the client does not pay within the agreed term, Stonewell has the right to charge interest of 2% per month for non-commercial transactions and interest of 8% per month for commercial transactions from the day the client is in default, whereby part of a month counts as a full month.

All costs, both judicial and extrajudicial, relating to the collection of payments that Stonewell has not received from the Client on time, are entirely for the account of the Client. The compensation for extrajudicial collection costs amounts to at least 15% of the amount due.

If the client does not pay on time, Stonewell may suspend its obligations until the client has met its payment obligation.

In the event of liquidation, bankruptcy, attachment or suspension of payment (surseance van betaling) of the client, Stonewell's claims against the client are immediately due and payable.

If the client refuses to cooperate with Stonewell's performance of the agreement, they remain obliged to pay the agreed price to Stonewell.

Other Payment Conditions

Unless agreed otherwise, for work carried out wholly or partly on an hourly-rate basis Stonewell sends the Client an advance invoice every two weeks based on an estimated number of hours/days to be worked. The Client ensures that the invoiced amount is credited to Stonewell's account within 14 days. If the actual number of hours/days worked differs from the estimated number of hours/days, the difference will be corrected by means of a settlement invoice, to which the same payment term applies.

Any objections to an invoice from Stonewell must be reported in writing by the Client within 7 days of receipt. If this does not happen, the invoice is considered entirely correct and automatically accepted by the Client. Reporting an objection does not mean that the Client may postpone payment; the invoice amount must still be paid within the agreed term.

For payments by the Client, the amount received is first used to settle any outstanding interest and costs. This includes among other things the interest that has arisen through late payments and the costs incurred for collecting outstanding amounts, such as judicial and extrajudicial collection costs. Only after these amounts have been settled is the remaining part of the payment used to pay off Stonewell's oldest outstanding invoice. This happens automatically, unless agreed otherwise in writing.

Stonewell reserves the right to demand a guarantee or security from the Client at any time for the amounts the Client owes under the agreement. This may take the form of, for example, a deposit, a bank guarantee or another form of security. This measure serves to ensure that Stonewell will actually receive payment.

Right to Reclaim Goods

As soon as the client is in default, Stonewell has the right to invoke the right of reclamation with regard to the unpaid products delivered to the client. Stonewell stops the provision of services immediately if the client is in default, and all of Stonewell's obligations are then suspended.

Stonewell invokes the right of reclamation by means of a written or electronic notification. The costs of collecting or returning the products are for the account of the client.

Right of Withdrawal

Because of the digital nature and confidentiality of our programmes, Stonewell does not offer a right of withdrawal once the parties have entered into an agreement.

Set-off

The client waives its right to set off a debt to Stonewell against a claim on Stonewell.

Warranty

Where the parties have concluded an agreement involving services, those services only contain best-efforts obligations for Stonewell, not obligations of result.

Performance of the Agreement

Stonewell performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. Stonewell has the right to have the agreed services carried out (partly) by third parties.

The agreement is performed in mutual consultation and after a written agreement and payment of any agreed advance by the client.

Delivery and Additional Work

If the assignment is extended or changed, both the completion time and the price of the assignment will be adjusted accordingly. Stonewell will inform the Client of this as soon as possible.

Stonewell reserves the right, in the event of a change or extension of the assignment at the Client's request, to adjust the performance of the assignment. This may mean that the team is changed or that a different Service Provider is deployed, if this is necessary to safeguard the quality of the service.

There is additional work if the Service Provider, at the Client's request, carries out work that does not fall within the agreed assignment. This also applies if, after delivery of an assignment or a phase of the assignment, extra work is needed that relates to a phase that has already been completed.

Duration of the Service Agreement

The agreement between Stonewell and the client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.

If the parties have agreed a term for the completion of certain work, this is never a strict deadline, unless expressly specified otherwise in writing. If this term is exceeded, the client must give Stonewell a written term of twice the project duration to complete the work, before they can terminate the contract.

Intellectual Property

Stonewell retains all intellectual property rights (including copyrights, patent rights, trademark rights, design and model rights, etc.) to all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, solutions, assistants, tooling, etc., unless the parties have agreed otherwise in writing. Without Stonewell's prior written consent, the client may not copy or have copied the intellectual property rights, nor show and/or make them available to third parties or use them in any way.

Stonewell automatically grants the relevant individuals within the client's organisation the licence to use/mobilise the developed programme that falls within the project, for the aims and purposes of the tooling. The client is permitted to use this solution for their organisation, but the client is not permitted to duplicate, share or reuse any form of the solution for solutions in which Stonewell is not involved.

Confidentiality

The client keeps all information it receives from Stonewell (in whatever form) confidential. The same applies to all other information about Stonewell that it knows or can reasonably suspect to be secret or confidential, or of which it can expect that disclosure could cause harm to Stonewell.

The client and Stonewell take all necessary measures to ensure that they keep the information referred to in the previous paragraphs secret. The duty of confidentiality described in this article does not apply to information: that was already public before the client or Stonewell received this information, or that later became public without this being the result of a breach of the duty of confidentiality by the client.

The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after it ends.

Indemnification

The client indemnifies Stonewell against all third-party claims relating to the products and/or services delivered by Stonewell.

Notice of Default

The client must give any notice of default to Stonewell in writing. It is the client's responsibility that a notice of default actually reaches Stonewell (on time).

Stonewell's Liability

Stonewell is not liable for any damage of any kind arising from the use of the Programmes, including but not limited to direct, indirect, incidental, punitive and consequential damage.

All images, photos, colours, drawings and descriptions on the website or in a catalogue are indicative only and are approximate, and cannot give rise to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Stonewell gives no representations or warranties regarding the legal or financial aspects of starting a business, including but not limited to compliance with company or tax laws and regulations. The client is itself responsible for complying with all applicable laws and regulations, and Stonewell is not liable for violations committed by the client.

Limitation Period

Any right of the client to compensation from Stonewell lapses in any event within 6 months of the event from which the liability directly or indirectly arises. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.

Termination of the Assignment

An assignment ends automatically as soon as the agreed term of the assignment has expired, unless determined otherwise. It is possible to extend the assignment, in which case the existing terms continue to apply, unless other arrangements are made in writing.

Stonewell may terminate an assignment with immediate effect for compelling reasons. This may be the case among other things in the event of:

Bankruptcy of, or a petition for bankruptcy of, the Client, Stonewell or a subcontractor of Stonewell.

(Provisional) suspension of payment (surseance van betaling) of the Client, Stonewell or a subcontractor of Stonewell, or a request for it.

Liquidation of the organisation of the Client, Stonewell or a subcontractor of Stonewell.

Placement under guardianship of the Client, Stonewell or a subcontractor of Stonewell, or a conviction to a (conditional or unconditional) prison sentence for a criminal offence.

Prejudgment or executory attachment of the property of the Client, Stonewell or a subcontractor of Stonewell.

Serious failure to fulfil obligations by the Client, Stonewell or a subcontractor of Stonewell.

Death of someone within Stonewell or a subcontractor of Stonewell.

If unexpected circumstances arise during the performance of the assignment that make performance of the assignment impossible, Stonewell and the Client will consult again about how the assignment can be continued and under what conditions.

In the event that the assignment is cancelled because of such circumstances, a notice period of one month applies. If the Client or Service Provider cancels the assignment, Stonewell may request compensation for the loss of occupancy. This compensation is calculated on the basis of the average monthly amount invoiced up to that moment.

If Stonewell terminates the assignment on the basis of compelling reasons or a cancellation as described above, it is not obliged to pay any compensation to the Client or Service Provider.

Dissolution

If the Client or Service Provider does not fulfil its obligations under the assignment, does not fulfil them on time, or does not fulfil them in full, or if there are good reasons to assume that it will not do so, the Client or Service Provider is immediately in default. In such cases Stonewell has the right, without owing any compensation and without judicial intervention, to terminate the agreement in whole or in part or to suspend its further performance.

In addition, Stonewell reserves the right to dissolve the agreement with the Client if there are circumstances that give it good grounds to fear that the Client will not be able to fulfil its obligations properly. Stonewell may also end the Client's access to Programmes at any time, without prior notice, in the event of a breach of the rules and guidelines of the Programme. This includes, but is not limited to, aggressive or inappropriate behaviour.

In the event of suspension or termination, the full price of the assignment becomes immediately due and payable. Payments already made and any costs saved by Stonewell are deducted from this amount.

Force Majeure

In addition to the provisions of article 6:75 of the Dutch Civil Code, a failure by Stonewell to fulfil any obligation towards the client cannot be attributed to Stonewell in any situation independent of Stonewell's will, where the fulfilment of its obligations towards the client is wholly or partly prevented or where the fulfilment of its obligations cannot reasonably be required of Stonewell.

The force majeure situation referred to in paragraph 1 also applies to, but is not limited to: emergency situations (such as civil war, uprising, riots, natural disasters, etc.); shortcomings and force majeure of suppliers, couriers or other third parties; unexpected failures of power, electricity, internet, computers or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather and work stoppages.

If a force majeure situation arises as a result of which Stonewell cannot fulfil one or more obligations towards the client, those obligations are suspended until Stonewell can meet them. If performance of the assignment is suspended or terminated because of force majeure, Stonewell has the right to request immediate payment for the work already carried out. Stonewell owes no compensation (for damages) in a force majeure situation, even if it has gained some advantage as a result of the force majeure situation.

Cancellation Policy

Clients have the right to cancel a scheduled company visit free of charge up to 10 calendar days before the agreed date. The cancellation must be given in writing by email to info@stonewell.ai. If the cancellation falls within this term of 10 calendar days, the deposit already paid will be refunded in full within 14 days of receipt of the cancellation.

In the event of cancellation within 10 calendar days before the scheduled date of the company visit, the right to a refund lapses. This is because preparations for the visit have already started at that point, which means that costs incurred and time reserved can no longer be cancelled.

If the client decides to reschedule the cancelled company visit, no extra costs will be charged, provided this is indicated at least 3 days in advance. If the client does not indicate at least 3 days in advance that they wish to reschedule the company visit, compensation of 10% of the purchase amount will be claimed, unless agreed otherwise.

All cancellations must be given to Stonewell in writing by email to the address info@stonewell.ai. Verbal or telephone cancellations are not considered valid until they have been confirmed in writing by Stonewell.

Force Majeure and Client Responsibility

If, due to circumstances beyond its control, including obstacles on the client's side or unforeseen events, Stonewell is unable to deliver the deliverables agreed in advance on time, Stonewell cannot be held liable for this. In such a case the client's payment obligation remains in force, as does the validity of the assignment confirmation.

Both parties will make reasonable efforts to resolve the situation as quickly as possible and to minimise the impact on the client.

Final Provisions

The numbers and titles of articles in these general terms and conditions and in the agreement between the parties are intended only as an aid. They have no bearing on the content or interpretation of the provisions and do not limit or change them.

The client may not transfer its rights under an agreement with Stonewell to third parties without Stonewell's prior written consent.

This provision counts as a clause with effect under property law as referred to in article 3:83 paragraph 2 of the Dutch Civil Code. Consequences of Nullity or Voidability

If one or more provisions of these general terms and conditions prove to be null and void or voidable, this does not affect the validity of the remaining provisions of these terms.

A provision that is null and void or voidable is in that case replaced by a provision that comes closest to what Stonewell had in mind when drawing up the terms on that point.

Quotations issued by Stonewell are valid for 14 working days.

Stonewell is entitled to break off negotiations on an agreement still to be concluded at any moment it chooses, without owing compensation to the other party.

Applicable Law and Competent Court

Dutch law applies exclusively to all agreements between the parties. The Dutch court in the district of Breda has exclusive jurisdiction in the event of disputes between the parties, unless the law prescribes otherwise.

Acknowledgement

By purchasing one of the programmes, using the resources (such as a whitepaper, newsletter, training course, etc.), or using Stonewell's website, you acknowledge that you have read and understood these terms of service and that you agree to them.