Version: September 2026. The Dutch version is the controlling version.
1. Parties and business customers
1.1 This Master Services Agreement (MSA) governs services supplied by Amerged B.V., trading as amerged, Op de Smelen 1, 5863 BN Blitterswijck, the Netherlands, registered with the Dutch Chamber of Commerce under number 42154221, VAT number NL869953308B01 (amerged), to the business customer identified in the completed Order Form (Customer). In this MSA, an Order means that completed Order Form together with the annexes expressly incorporated into it. A quotation, statement of work or service schedule forms part of the Order only if incorporated in that way. Each is a party; together they are the parties.
1.2 Services are offered only to persons acting in their business or professional capacity. Anyone accepting an order represents that they are authorised to bind the Customer. Customer purchasing conditions do not apply unless amerged expressly accepts them in writing.
2. Contract formation and precedence
2.1 A new individual Order becomes binding when the completed Order Form is signed by authorised representatives of both parties, including by legally valid electronic signatures. It identifies the service activities, agreed scope, fees and relevant timetable and incorporates the MSA version identified in it, which must be supplied or made available before signature. Publication, viewing or downloading of an Order Form or this MSA, or use of the website alone, does not conclude an Order. Later changes follow the written-agreement requirements in this MSA, including clauses 5.2 and 21.2; they do not require a new signed Order Form unless the parties agree otherwise or applicable law requires a particular form. For those changes, written agreement includes retrievable electronic records exchanged by authorised representatives. Existing agreements retain their validity and agreed terms; publication of this version neither changes them retrospectively nor requires them to be signed again.
2.2 Mandatory law and applicable EU Standard Contractual Clauses prevail. The Data Processing Agreement (DPA) prevails on processing of personal data on the Customer's behalf. Subject to those priorities, an expressly agreed provision of the Order Form or its incorporated annexes overrides a conflicting MSA provision; otherwise this MSA applies. A service level agreement applies only when expressly agreed in an Order. Marketing statements and estimates do not modify the contract.
3. Services and performance
3.1 Services may include consulting, discovery, design, software development, AI, automation, integration, implementation and training activities, as well as platform access, hosting and managed operations. The activities, scope and service periods expressly included in the Order are binding. An estimate or roadmap does not add further activities or promise completion of additional functionality.
3.2 Services agreement; no contract for work. All Orders under this MSA are agreed as services agreements (overeenkomsten van opdracht), not as a commission to produce a completed work or as a contract for work (aanneming van werk / Werkvertrag). amerged owes actual performance of the agreed activities with the care and skill reasonably expected of a professional provider. Its development, consulting and implementation activities are obligations to use professional efforts (inspanningsverbintenissen); no separate promise is made to complete a work, deliver a fully finished system or achieve a particular technical, functional or commercial project outcome. Goals, demonstrations, specifications, budgets and fixed fees describe the intended direction and scope of the services; they do not by themselves create a completion or success guarantee. Mandatory legal classification according to the actual obligations remains unaffected.
3.3 amerged determines its working methods and may use suitably qualified personnel and contractors, remaining responsible for their performance. Processing subcontractors are governed by the DPA and subprocessor list.
3.4 Planning dates and milestones concern the sequence and review of activities. A deadline is binding only where expressly agreed for a specified activity; it does not guarantee completion of an entire system. amerged promptly reports material expected delays. The services model does not reduce expressly agreed platform-access, hosting, service-level, backup, confidentiality, security, data-protection, deletion or handover obligations. References to work products concern materials actually created during the services and the rights in them under clause 12.
4. Customer cooperation and permitted use
4.1 The Customer appoints an authorised contact and provides timely decisions, accurate information, access, test data and personnel reasonably needed for delivery. It obtains rights, permissions and lawful bases for its data, instructions, connected systems and users. It remains responsible for its business decisions and the suitability of services for its intended use.
4.2 The Customer protects credentials, limits access to authorised users and promptly reports suspected misuse. It must not introduce malicious code, unlawfully access systems, infringe rights, resell platform access without agreement or interfere with security or other customers. Security testing requires prior written agreement on scope and safeguards.
4.3 Customer-caused delay reasonably extends affected milestones. amerged may charge demonstrable additional work at agreed rates after notifying the Customer. It does not incur responsibility for failures caused by missing or incorrect Customer inputs, except to the extent its own failure contributed.
5. Project scope and changes
5.1 The Order specifies the activities, working assumptions, priorities, service periods, agreed effort or budget and review arrangements. Functional objectives and review criteria guide the activities and assessment of professional care; they are not acceptance criteria for a completed work. The Customer reviews progress and supplies consolidated feedback within agreed periods. Additional activities, including new integrations or material changes in requirements, require change control.
5.2 Either party may request a change. Before additional chargeable work begins, the parties record its effect on scope, fees and timing in writing. Pending agreement, amerged continues unaffected work where reasonably practicable. It may pause the affected part if proceeding would create substantial rework or security risk.
5.3 Necessary emergency protective action may be taken without waiting for a change order. amerged promptly explains the action; additional fees require an agreed contractual basis or subsequent approval.
6. Work records, review and technical approval
6.1 amerged documents the agreed activities and makes relevant work in progress, work products and service reports available at the agreed intervals. Unless another period is agreed, the Customer provides consolidated feedback within ten business days and describes any suspected failure in the services sufficiently for investigation. A business day is Monday to Friday, excluding public holidays in the Netherlands. Missing feedback may affect planning under clause 4.3 but does not itself waive claims.
6.2 Technical testing, operational approval and permission to use a work product in production serve quality control and safe operation. They do not constitute acceptance of a work or confirmation that a particular project outcome has been achieved. New requirements are handled under clause 5; failures to perform the agreed services with professional care are handled under clause 15.
6.3 No works-contract acceptance procedure or deemed acceptance applies under this MSA. Silence, use, payment or technical approval does not constitute such acceptance or a waiver of rights arising from a breach. Fees relate to the agreed activities or service periods, not to acceptance of a completed work or achievement of a desired result. The Customer's rights under clauses 15, 17 and 18 and mandatory law remain unaffected.
7. Hosting, operations and service levels
7.1 Recurring services provide the access, resources and operating activities described in the order during its term. Availability targets, response times, support hours, recovery objectives and service credits apply only if expressly agreed. Pilots, evaluations and proofs of concept carry no implied production service level.
7.2 amerged may undertake maintenance and reasonable technical updates while preserving the materially agreed functionality. It gives reasonable advance notice of planned material interruption where practicable. Urgent security work may occur immediately. Changes to third-party systems may require separate adaptation work.
7.3 Hosting locations and processing arrangements follow the order and DPA. Backup scope and restoration assistance follow the agreed service description; hosting alone does not create an unlimited archival service. The Customer maintains suitable copies of materials it controls unless that responsibility is expressly assigned to amerged.
8. Third-party services and dependencies
8.1 An order distinguishes services procured by amerged from services the Customer contracts directly. The Customer maintains required third-party licences, accounts, API permissions and sufficient usage balances for its own services. Relevant third-party and open-source licence terms apply to their components and will be identified where necessary for lawful use.
8.2 amerged cannot guarantee continued availability or compatibility of independently operated services. It informs the Customer of known material changes affecting delivery and discusses a reasonable workaround. Material reconfiguration or replacement beyond the agreed scope is subject to change control. This does not remove amerged's responsibility for selecting or operating a subcontracted service where it owes that responsibility under the contract or DPA.
9. AI functionality
9.1 AI functionality and model access are activated only when expressly included in an order or documented Customer instruction accepted by amerged. For the expressly ordered AI service, amerged shall use models compliant with the applicable requirements of the EU AI Act, Regulation (EU) 2024/1689 as amended, routed through orq.ai on EU-hosted infrastructure, with model inference performed within the EU. Before activation, amerged documents the selected models, providers, EU endpoints, permitted EU fallback routes and material processing limitations. amerged shall fulfil the obligations applicable to its role and the agreed use case and obtain the provider information needed for that purpose; the Customer remains responsible for duties applicable to its own role and use. This undertaking concerns the selected models and configuration and does not represent an independent certification or the compliance of every model available through orq.ai. Processing outside the inference route, including support and telemetry, remains subject to the agreed DPA, location and transfer safeguards.
9.2 AI output may be inaccurate, incomplete, biased or non-unique. The Customer ensures appropriate human review before using output for consequential decisions or external publication. No promise is made of perfect accuracy, particular business results or exclusive rights in generated output. Regulated or high-risk uses require an expressly agreed scope and controls; the services are not by themselves professional legal, medical or financial advice.
9.3 amerged will not use Customer content to train or fine-tune models, or authorise a model provider to do so, unless the parties enter into a separate explicit written agreement defining the training purpose, applicable lawful basis, processing scope and safeguards, and expressly amending any conflicting restrictions in the DPA and TOMs. Processing for inference, agreed retrieval, evaluation or troubleshooting remains subject to the order, confidentiality obligations and DPA. Ordinary service instructions or use of an AI feature do not constitute such a training agreement.
10. Fees, invoicing and taxes
10.1 Fees, currencies, usage limits and any approved expenses are set out in the order. Fees exclude VAT and other applicable transaction taxes. Unless otherwise agreed, fees are invoiced in advance and invoices are payable within seven calendar days. Time-based work may be invoiced in advance against an agreed budget and reconciled against recorded work. The order specifies any usage charges and material spending limits.
10.2 The Customer raises reasoned invoice disputes promptly and pays undisputed amounts when due. Overdue undisputed sums may attract Dutch statutory commercial interest and reasonable legally recoverable collection costs. Payment does not depend on payment to the Customer by a third party. Prepayments are applied to agreed services and are refundable only as expressly provided in the contract or mandatory law.
10.3 Travel and other out-of-pocket expenses require advance approval unless included in the order. amerged will not impose an unagreed discretionary increase during a committed term.
10.4 A fixed or monthly fee remunerates the agreed service activities, scope or service period; it is not a price for a guaranteed completed work. Time-based fees require the agreed records, and services must actually be provided as agreed. Documentation and billing reviews are not works-contract acceptance. Claims concerning unperformed services, breaches of duty, repayment and damages remain governed by clauses 15, 17 and 18 and mandatory law.
11. Term, renewal and price changes
11.1 Monthly termination by default. Unless the Order Form expressly provides otherwise, either party may terminate any services Order with one calendar month's notice to the end of a contract month. Ongoing services run for an indefinite period unless a different term is expressly agreed. Contract months are consecutive monthly periods counted from the agreed service commencement, or first availability if no commencement is specified. Notice must reach the other party's contractual contact in retrievable written form; email is sufficient. There is no twelve-month standard commitment. A different minimum or fixed term, notice period or renewal rule must be expressly agreed in the Order Form. A limited service assignment ends when its agreed service period expires or its agreed activities have been performed; it does not continue until a desired project outcome is achieved. Rights to terminate for cause and mandatory rights remain unaffected.
11.2 amerged may announce changed recurring prices with at least sixty calendar days' advance notice of the intended effective date, stating the new price and that date. A change may take effect only at the start of a future contract month and after any expressly agreed fixed or minimum term, unless the Customer expressly agrees otherwise. The Customer must be able to terminate under clause 11.1 before the change takes effect; otherwise it is postponed until that opportunity exists or expressly accepted by the Customer. A trial or pilot does not automatically become a chargeable service without an accepted Order providing for that transition.
11.3 Termination or expiry of one order does not itself terminate another. Provisions needed to administer continuing orders remain effective.
12. Intellectual property and work products
12.1 The Customer retains its rights in Customer content and materials. It grants amerged only the rights needed to perform the services and agreed support, subject to the DPA. amerged retains pre-existing technology, reusable tools, templates, methods, libraries, platform components and improvements to those materials (Background Materials).
12.2 After full payment for the relevant services, the Customer receives a perpetual, worldwide, non-exclusive right to use, copy and modify the project-specific work products actually created through those services for its own internal business purposes, including use by its contractors solely on its behalf. This licence includes Background Materials embedded in those work products to the extent needed for that permitted use. Assignment of ownership, distribution or resale rights requires express written agreement.
12.3 Where project-specific software is created through the agreed services, handover includes the available project-specific source code and configuration reasonably necessary to exercise the agreed modification right. It excludes access to amerged's general platform source, third-party restricted code, credentials and unrelated internal systems. Third-party licence restrictions are disclosed where relevant. Platform access and hosting remain limited to the service term; independently usable, fully paid work products may continue to be used under clause 12.2.
12.4 amerged may reuse general skills and non-confidential know-how, but not disclose Customer confidential information or reuse personal data beyond the DPA. Use of the Customer's name, logo or identifiable case study requires prior written approval.
13. Mutual Non-Disclosure Agreement (Mutual NDA)
13.1 Mutual protection and commencement. This clause is an integral mutual non-disclosure agreement: either party may disclose information (Discloser) or receive it (Recipient), and the same confidentiality duties apply to both. Incorporation of this MSA into a signed Order Form includes this NDA without a separate NDA signature. Its purpose is to evaluate, negotiate, perform and administer the parties' contemplated or agreed services and exercise related contractual rights (Purpose). It also protects information already exchanged for that Purpose, but its contractual duties start on incorporation, not retrospectively. To make these contractual duties binding earlier, the parties must expressly agree them separately; statutory protection remains unaffected. Merely visiting the website or sharing information does not accept this NDA.
13.2 Confidential Information. This means non-public information disclosed by or on behalf of the Discloser in any form that is marked confidential or reasonably understood to be confidential from its nature or the circumstances. It includes business plans, pricing and contract terms, customer and financial information, personal data, credentials, security information, source code, designs, workflows, prompts, datasets and non-public technical documentation, together with copies and analyses that reveal it. Oral, visual and demonstration disclosures need no later written marking to qualify.
13.3 Use and protection. The Recipient uses Confidential Information only for the Purpose, protects it with at least reasonable care and no less care than its own similarly sensitive information, and prevents unauthorised access, use and disclosure through appropriate measures. It makes only necessary copies. Disclosure outside clause 13.4 or 13.6 requires the Discloser's prior written consent. Confidential Information must not be submitted to AI tools not approved for the Purpose, or used to train or fine-tune models without a separate express written agreement. Expressly agreed AI and other service processing remains permitted under clauses 9 and 14 and the DPA; this NDA does not itself authorise AI processing.
13.4 Permitted recipients. Access is limited to the Recipient's personnel, contractors, approved service providers and professional advisers who need the information for the Purpose. Before access, they must be bound by written confidentiality duties at least as protective as this clause, or equivalent enforceable professional secrecy duties. The Recipient informs them of the restrictions and remains responsible for their compliance as for its own conduct. This permission does not replace DPA requirements for subprocessors, instructions, locations or international transfers.
13.5 Exceptions. The Recipient must be able to substantiate any claimed exception. These duties do not cover information that was already lawfully known to it without a confidentiality duty; becomes public without a breach by it or its permitted recipients; is lawfully obtained from a third party entitled to disclose it without restriction; or is independently developed without using the Discloser's Confidential Information. A specific confidential combination is not excluded merely because individual elements are public.
13.6 Required disclosures. Disclosure required by binding law, court order or a competent authority is permitted only to the extent legally required. Where lawful, the Recipient promptly notifies the Discloser in advance, provides reasonable assistance in seeking protective treatment and limits the disclosure to what is required. The Discloser bears reasonable external assistance costs unless the Recipient's breach caused the requirement. Nothing prevents a legally protected report to a competent authority or limits mandatory whistleblower protections.
13.7 Ownership and freedom to contract. Confidential Information remains subject to the Discloser's or the relevant third party's rights. Disclosure grants no ownership, licence or other exploitation right beyond the limited use for the Purpose; expressly agreed rights in work products and Background Materials remain unaffected. Neither disclosure nor this NDA obliges either party to buy services, conclude another order or disclose further information. Confidential material is not free for reuse merely because a person remembers it.
13.8 Return, deletion and retained copies. On written request or when the information is no longer needed for the Purpose, the Recipient returns or securely deletes it and its copies within thirty calendar days, as the Discloser chooses, and, on request, confirms completion in writing. Information still necessary for an ongoing agreed service or an expressly granted continuing right may be retained only for that use. Restricted copies may also be kept where required by law or reasonably necessary for a specific legal dispute, only for the justified period. Routine backup copies may remain until secure expiry within ninety days after active deletion; they must not be accessed for ordinary business use and must be deleted again if restored. Retained copies remain confidential for as long as retained. For hosted Customer data and personal data, clause 19 and the DPA control the return, deletion, export and retention rules; this clause does not extend those periods or override a lawful earlier instruction.
13.9 Unauthorised access or disclosure. The Recipient informs the Discloser without undue delay after becoming aware of unauthorised access, use or disclosure, takes reasonable steps to contain it and prevent recurrence, and cooperates in mitigating its effects. Personal data incidents additionally follow the DPA, including its notification requirements; this clause does not postpone them.
13.10 Duration. These duties continue throughout the Purpose and for five years after the later of the relevant Order's end or the last disclosure for that Purpose. Information qualifying as a trade secret remains protected for as long as it qualifies. Clause 13.8 continues to protect retained copies; applicable data protection duties and any expressly agreed longer confidentiality period remain unaffected.
13.11 Enforcement and existing arrangements. Either party may seek urgent injunctive or other protective relief from a competent court where the legal requirements are met; it need not wait for the thirty-day cure period in clause 18.1. Damages remain governed by clause 17, including its existing limitations and mandatory exceptions; this clause neither creates unlimited liability nor promises an automatic court remedy. A separately agreed NDA is not replaced or weakened merely by signing this MSA or publishing a new version. Replacement or amendment must expressly identify that NDA and the agreed changes. The precedence rules in clause 2.2 continue to apply.
14. Personal data and security
14.1 When amerged processes personal data on the Customer's behalf, the DPA, its processing details, technical and organisational measures and subprocessor arrangements apply. The Customer supplies complete, lawful instructions and identifies sensitive data or special security requirements before processing starts. Additional requirements must be expressly agreed.
14.2 amerged processes its own business-contact and administrative personal data as described in the Privacy Notice. The Customer's content is not thereby converted into data for amerged's independent marketing or model-training purposes.
14.3 The parties cooperate on relevant security concerns and personal data incidents in accordance with the DPA. Neither an MSA liability limit nor a commercial dispute restricts mandatory data-subject rights, supervisory powers or applicable SCC protections.
15. Failures in services and remedies
15.1 The Customer promptly notifies amerged of a suspected failure to perform agreed activities or to exercise the professional care required by clause 3, and provides reasonable evidence and access for investigation. Where a breach is substantiated, amerged shall within a reasonable period correct, repeat or make up the affected services at its own cost, to the extent reasonably possible, or provide an agreed equivalent solution. The Customer must not unreasonably refuse an effective remedy. Failure to achieve a desired project outcome alone is not proof that the services were performed in breach of duty.
15.2 If amerged fails to remedy a material breach within a reasonable period after written notice, the Customer may terminate the affected part under clause 18 and recover prepaid fees attributable to services not performed. The consequences of services already performed in breach of duty are determined by applicable law; the services model does not itself remove repayment or compensation rights. Liability under clause 17 and mandatory rights remain unaffected.
15.3 amerged is not responsible for failures attributable to unauthorised modifications, use contrary to documentation or faulty Customer systems, except to the extent it contributed to them. This does not reduce amerged's own agreed operating, security or data-protection duties. No uninterrupted or error-free operation is promised beyond expressly agreed service levels.
16. Third-party claims
16.1 If a third party claims that an amerged-created work product, used as agreed, infringes its intellectual property rights, the Customer promptly notifies amerged, makes no admission and permits amerged to manage the response with reasonable cooperation. amerged may obtain continued use rights, modify or replace the affected item without materially reducing agreed functionality, or terminate the affected service and refund unused prepaid fees. For a permanently unusable paid work product, any refund reflects the affected fee and value already reasonably received.
16.2 This remedy does not cover claims caused by Customer materials, mandatory Customer designs, unauthorised modification or combinations not contemplated by the order. Damages and reasonable defence costs attributable to amerged remain subject to clause 17. No settlement may impose an admission or non-monetary obligation on the Customer without its consent, not unreasonably withheld.
16.3 The Customer indemnifies amerged against substantiated third-party claims and reasonable defence costs arising from unlawful Customer content or use in breach of the contract, to the extent attributable to the Customer. This excludes amerged's own fault. amerged gives prompt notice and reasonable cooperation; the Customer may control the defence but may not impose an admission or non-monetary obligation on amerged without consent.
17. Liability
17.1 Each party is responsible for loss legally attributable to its breach. amerged's aggregate liability arising from or connected with an affected recurring order is limited to the fees paid or payable under that order for the twelve months preceding the event giving rise to the claim. For an affected one-off project order, the aggregate limit is the total fee paid or payable for that order. Connected events are treated as one event; caps are not multiplied by claimants, legal theories or repeated claims.
17.2 To the extent permitted by law, amerged is not liable for indirect or consequential loss, including lost profit, lost revenue, lost opportunity, loss of anticipated savings or reputational loss. Reasonable direct costs of restoring data from available backups are not excluded merely because they concern data, but remain subject to the applicable cap and the parties' agreed backup responsibilities.
17.3 These exclusions and limits do not apply where mandatory law prohibits them or to loss caused by intent or deliberate recklessness of amerged's management. They do not limit data subjects' statutory compensation rights or override SCC liabilities. The Customer takes reasonable steps to mitigate loss. Nothing excuses payment of fees properly due.
18. Suspension and termination
18.1 Either party may terminate an affected order for a material breach remaining unremedied thirty calendar days after written notice specifying the breach and requiring cure. A breach incapable of remedy may justify immediate termination where sufficiently serious. Mandatory insolvency law remains applicable.
18.2 amerged may immediately suspend the minimum affected services reasonably necessary to address unlawful use, a serious security threat or a binding legal requirement. For an overdue undisputed payment, suspension requires a written warning and at least seven calendar days to pay. amerged explains the reason where legally permitted and restores service promptly after the cause is resolved. It avoids unnecessary impact on unaffected services.
18.3 On termination the Customer pays for services properly performed and for approved, non-cancellable commitments reasonably incurred for the order. Prepayments attributable to service periods after the effective termination date are refunded, after deducting amounts properly due under this MSA and any expressly agreed minimum term. If termination results from amerged's uncured material breach, the Customer does not owe fees for unperformed services and receives unused prepayments back. Ending an order does not revoke the perpetual licence to fully paid work products, unless the Customer materially breaches that licence and fails to cure under clause 18.1.
19. Exit, export and deletion
19.1 For hosted Customer data, amerged provides a thirty-calendar-day export period after an order ends, using available standard export facilities or a reasonably usable format. Exit assistance beyond the included export is charged at agreed rates. The Customer must request needed assistance promptly and identify its authorised recipient. Security or legal restrictions may require a controlled export instead of continued platform access.
19.2 After the export period, active Customer data is deleted within the following thirty calendar days, no later than sixty days after the order ends. Isolated backup copies expire within ninety days after active deletion, no later than 150 days after the order ends. They remain protected, are not used for ordinary business processing and, if restored for disaster recovery, are again subject to the applicable deletion instruction.
19.3 The DPA governs the Customer's choice of return or deletion and any lawful earlier instruction. Data required by law or reasonably necessary for a specific legal dispute may be retained separately, with restricted access, only for that purpose and as long as justified. These exceptions do not permit indefinite retention of general service data. Legally retained business and accounting records are distinct from hosted Customer content.
20. Events beyond reasonable control
20.1 Neither party is liable for failure caused by an event beyond its reasonable control that it could not reasonably prevent or overcome. A third-party outage qualifies only to that extent; ordinary staffing difficulties, lack of funds or preventable security failures do not automatically qualify. Accrued payment obligations remain due.
20.2 The affected party promptly informs the other, mitigates the impact and resumes performance as soon as reasonably possible. If a material interruption continues for more than sixty calendar days, either party may terminate the affected unperformed services, with unused prepayments refunded and services properly performed paid for.
21. Notices, amendments and general provisions
21.1 Legal, contractual and privacy communications to amerged may be submitted through the contact form, sent to the business contact designated in the order or subsequently in writing, or posted to the address in clause 1. Notices to the Customer use its designated contractual contact. A formal notice takes effect when actually received. The sender retains a delivery acknowledgement or other evidence of receipt; a confirmation that only records submission does not by itself confirm delivery. An acknowledgement does not signify acceptance of the contents, and a lack of acknowledgement does not prevent a notice proven to have been received from taking effect. Statutory privacy rights remain unaffected. The Customer keeps its contact details current.
21.2 Website updates apply prospectively and do not automatically rewrite an accepted order or its incorporated terms. Contract changes require written agreement. Updates permitted by the DPA, including subprocessor changes, follow its separate safeguards and notice procedure.
21.3 Neither party may transfer an order without consent, not unreasonably withheld, except to a successor in a genuine business reorganisation or transfer that assumes all obligations and does not materially diminish the other party's protection. Mandatory consent requirements and the DPA remain applicable.
21.4 The parties are independent contractors. Failure to enforce a right is not a waiver. The contract and incorporated documents constitute the entire agreement on their subject matter, without excluding liability for fraud.
22. Governing law, forum and language
22.1 Dutch law governs the contract, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. The parties first seek a practical resolution through their authorised contacts without preventing urgent protective relief.
22.2 Subject to mandatory jurisdiction rules and applicable SCC provisions, disputes are submitted exclusively to the competent court within the district of the Rechtbank Limburg in the Netherlands.
22.3 This MSA is available in Dutch, English and German. The Dutch version controls if translations differ. This language rule does not alter the official wording or mandatory effect of applicable EU Standard Contractual Clauses.
22.4 Severability. If a provision of the contract is or becomes wholly or partly invalid or legally unenforceable, the remaining provisions remain valid to the extent that, considering their content and purpose, they are not inseparably connected with the affected provision and applicable law permits this. The applicable statutory rules apply first. Where a supplementary agreement is then lawful and necessary, the parties shall agree a valid provision that comes as close as possible to the legitimate purpose of the affected provision. The same applies to unintended contractual gaps. Mandatory law and the order of precedence in clause 2.2 remain unaffected.