These are the General Terms and Conditions of Novacon IP B.V. (hereinafter referred to as "NOVACON"), a company with its address at Herengracht in Amsterdam. 

NOVACON is registered with the Chamber of Commerce.

Definitions
In these Terms and Conditions, the following terms shall have the following meanings, unless expressly stated otherwise:

General Terms and Conditions: these general terms and conditions as stated below.
Company: a counterparty acting in the course of a business, commercial activity or profession.
BW: the Civil Code.
Assignment: All work, in whatever form, that NOVACON performs for or for the benefit of the other party.
Agreement: Any agreement concluded between NOVACON and a counterparty.
Other Party: [hereinafter referred to as: 'Client'] the Company that commissioned the performance of an Assignment and has received these General Terms and Conditions.

Unless the General Terms and Conditions expressly provide otherwise, in the interpretation of the General Terms and Conditions, the singular shall be deemed to include the plural and vice versa and a reference to a masculine form shall be deemed to include a reference to a feminine form and vice versa.

1. Applicability
1. These General Terms and Conditions apply to every offer, quotation and Agreement concluded between NOVACON and the Client, unless the parties have expressly deviated from these General Terms and Conditions in writing.
2. Deviations from the Agreement and General Terms and Conditions are only valid if they have been expressly agreed in writing between the parties.
3. These General Terms and Conditions also apply to agreements with NOVACON, for the execution in which third parties must be involved.
4. The applicability of the Client's general terms and conditions shall be expressly rejected.

2. Quotations and/or offers
1. All offers and/or offers not expressly stated to the contrary are considered to be non-binding and can be revoked at any time, even if they contain a period for acceptance. Offers/quotations can also be revoked by NOVACON immediately after receipt of acceptance, but no later than two working days in writing, in which case no agreement has been concluded between the parties.
2. All quotations and/or offers from NOVACON are valid for 2 weeks, unless otherwise stated.
3. NOVACON cannot be held to its quotations and/or offers if the Client should have understood, on the basis of reasonableness and fairness and generally accepted views, that the quotation and/or offer or a part thereof contains an obvious mistake or clerical error.
4. If the acceptance, whether or not on minor points, deviates from the offer included in the offer and/or offer, NOVACON is not bound by it. The Agreement will then not be concluded in accordance with this different acceptance, unless NOVACON indicates otherwise.

3. Conclusion of the agreement
1. The Agreement is concluded by acceptance by the Client of the quotation and/or offer of NOVACON.
2. Offers and/or offers can only be accepted in writing (including by electronic means). NOVACON is nevertheless entitled to make an oral acceptance as if it had been made in writing.
3. At the moment that NOVACON receives an order confirmation from the Client, an Agreement between the parties is concluded, or at the moment that NOVACON actually starts with the execution.
4. The Agreement replaces and replaces all previous proposals, correspondence, appointments or other communication, whether made in writing or orally.

4. Execution of the agreement
1. The Agreement will be executed by NOVACON to the best of its knowledge and ability, in accordance with the requirements of good workmanship. With regard to the intended work, there is an obligation on the part of NOVACON to perform to the best of its ability. The application of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
2. NOVACON determines the manner in which and by which person(s) the Assignment is carried out. NOVACON is entitled to have certain activities carried out by third parties.
3. NOVACON is entitled to perform the Agreement in phases. If the Agreement is executed in phases, NOVACON has the right to invoice each executed part, sub-activity or (partial) Project separately. If and as long as this invoice is not paid by the Client, NOVACON is not obliged to carry out the next phase and has the right to suspend the Agreement.
4. NOVACON is entitled to the days off already announced in advance, despite the number of minimum hours possibly included in the Agreement.

5. Changes and additional work
1. If during the execution of the Agreement it appears that it is necessary to amend or supplement the Agreement for proper execution, NOVACON will inform the Client of this as soon as possible. The parties will then amend the Agreement in a timely manner and in mutual consultation.
2. If the parties agree that the Agreement will be amended/supplemented, the time of completion of the performance may be affected as a result. NOVACON will inform the Client of this as soon as possible.
3. If the amendment of or addition to the Agreement will have financial, quantitative and/or qualitative consequences, NOVACON will inform the Client in advance.
4. If a fixed rate or fixed price has been agreed, NOVACON will indicate to what extent the change/addition to the Agreement affects the rate/price. NOVACON will try to make a quotation in advance - as far as possible.
5. NOVACON will not be able to charge additional costs if the change/addition is the result of circumstances that can be attributed to NOVACON.
6. Changes to the originally concluded Agreement between the parties are only valid from the moment that these changes have been accepted by both parties by means of an additional or amended Agreement.

6. Obligations of the Client
1. The Client shall ensure that all data, including data and information, and any equipment necessary for the execution of the Agreement, are available in a timely manner. The Client must also grant NOVACON all powers and authorizations necessary to properly execute the Assignment.
2. NOVACON is not liable for damage, of whatever nature, because NOVACON has relied on incorrect and/or incomplete information provided by the Client, unless this inaccuracy or incompleteness should have been known to NOVACON.
3. The Client must refrain from conduct that makes it impossible for NOVACON to properly carry out the Assignment.
4. If work is carried out by NOVACON or third parties engaged by NOVACON in the context of the Assignment at the location of the Client or a location designated by the Client, the Client will provide the reasonably desired facilities free of charge.
5. If the Client has not fulfilled its obligations, as included in this article, NOVACON has the right to suspend the execution of the Agreement and/or to charge the additional costs arising from the delay to the Client according to the usual price or rates.

7. Prices and Fees
1. Unless expressly agreed otherwise in writing, the prices and rates indicated by NOVACON are always exclusive of VAT.
2. For each Agreement or Assignment, it is agreed whether the prices and rates include travel, accommodation and other expenses.
3. If a price or rate has not been expressly agreed, the price or rate will be determined on the basis of the hours actually spent and the usual rates of NOVACON.
4. NOVACON will provide the Client with a statement of all additional costs in good time before the conclusion of the Agreement, or the start of a sub-activity or (sub)Project, or provide information on the basis of which these costs can be passed on to the Client.
5. If NOVACON agrees on a fixed price or fixed rate at the conclusion of the Agreement, NOVACON is entitled to increase this, even if the price or rate was not originally given subject to reservation.
6. In the event that NOVACON intends to change the price or rate, it will inform the Client as soon as possible.
7. If the increase in the price or rate takes place within three months after the conclusion of the Agreement, the Client may terminate the Agreement by means of a written statement, unless:
a. the increase arises from a power or an obligation resting on NOVACON pursuant to the law;
b. the increase is caused by an increase in the price of raw materials, taxes, production costs, exchange rates, wages, etc., or on other grounds that were not reasonably foreseeable at the time the Agreement was entered into;
c. NOVACON is still willing to implement the Agreement on the basis of the originally agreed; or
d. it has been stipulated that the performance will be carried out more than three months after the conclusion of the Agreement.

8. Payment
1. Payment shall be made by transfer to a bank account designated by NOVACON, unless otherwise agreed.
2. NOVACON will send an invoice for the amounts owed by the Client. The payment term of each invoice is 14 days from the date of the invoice in question, unless otherwise indicated on the invoice or otherwise agreed. If relevant, NOVACON may request an advance payment before the start of the work.
3. Invoicing takes place monthly, unless otherwise agreed.
4. NOVACON and the Client can agree that payment in installments will be made in proportion to the progress of the work. If payment in instalments has been agreed, the Client must pay in accordance with the instalments and percentages as laid down in the Agreement.
5. Objections to the amount of the invoice do not suspend the Client's payment obligation.
6. The Client is not entitled to deduct any amount due due on account of a counterclaim made by him.
7. In the event of non-payment or late payment, the Client will be in default by operation of law without notice of default. The Client will then owe the statutory commercial interest from the date on which the payment became due until the day of full payment, whereby interest for part of the month will be calculated over a whole month.
8. A payment made by the Client is first of all interest and costs due and finally from due invoices that have been outstanding the longest, even if the Client states that the payment relates to later invoices.
9. If the Client is in default or in default in the (timely) fulfilment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Client.
10. With regard to the extrajudicial (collection) costs, NOVACON is entitled to a compensation of 15% of the total outstanding principal sum with a minimum of €250 for each invoice that has not been paid in whole or in part.
11. In the event of bankruptcy, suspension of payments, liquidation, total seizure of assets, death or guardianship, the claims of NOVACON and the obligations of the Client towards NOVACON are immediately due and payable.
12. Any reasonable legal costs and execution costs incurred will also be borne by the Client.

9. Complaints
1. The Client must investigate the Assignment, or if applicable the sub-activity or (sub)Project, at the time of execution, but in any case within 7 days after execution, whether the executed Assignment complies with the Agreement.
2. Complaints must be reported to NOVACON in writing within 7 days after the execution of the Assignment.
3. The right to a (partial) refund of the price, replacement or compensation will lapse if the complaint is not reported within the set period, unless a longer period results from the nature of the Assignment or from circumstances of the case.
4. The payment obligation will not be suspended if the Client informs NOVACON of the complaint within the set period.

10. Force majeure and unforeseen circumstances
1. A shortcoming cannot be attributed to NOVACON or the Client if the shortcoming is not due to his fault, nor is it for his account by virtue of the law, legal act or generally accepted practice. In this case, the parties are also not obliged to fulfil the obligations arising from the Agreement.
2. In the General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in that area in the law and jurisprudence, all external causes, foreseen or unforeseen, over which NOVACON has no influence and as a result of which NOVACON is unable to fulfil its obligations.
3. Force majeure on the part of NOVACON shall in any case be understood to mean:
a. strikes;
b. traffic disruptions;
c. government measures that prevent NOVACON from fulfilling its obligations in a timely manner or to comply properly;
d. riots, riots, war;
e. traffic obstacles;
f. lack of labour;
g. extreme weather conditions;
h. fire;
i. prohibitions on import, export and/or transit; and/or
j. any circumstance that hinders the normal course of the business, as a result of which the performance of the Agreement by NOVACON may not reasonably be required by the Client.

11. Termination of agreement
1. The parties may terminate the Agreement in writing with immediate effect in the event of:
a. application by or granting of suspension of payments to the other party;
b. application for bankruptcy by or declaration of bankruptcy of the other party; or
c. liquidation of the other party or non-temporary cessation of the business of the other party.
2. If the Agreement is dissolved, NOVACON's claims against the Client are immediately due and payable. If NOVACON suspends the fulfilment of the obligations, it retains its claims under the law and Agreement. NOVACON always reserves the right to claim damages.

12. Return of items made available
1. If NOVACON has made items available to the Client during the execution of the Agreement, the Client is obliged to return these items within 14 days in their original condition, free of defects and in full. If the Client fails to comply with this obligation, all costs arising therefrom shall be borne by the Client.
2. If the Client, for whatever reason, after a reminder to that effect, still fails to comply with the obligation referred to in paragraph 1 of this article, NOVACON has the right to recover the resulting damage and costs, including the costs of replacement, from the Client.
3. Paragraphs 1 and 2 of this Article referred to above shall apply vice versa if the Client has made goods available to NOVACON.
4. NOVACON is entitled to postpone the return of items and information made available to Client until possible outstanding payments have been received.

13. Liability
1. NOVACON is only liable for direct damage caused by gross negligence or intent on the part of NOVACON in an Assignment/sub-activity/(sub)Project, and not for more than the amount that the insurer pays to NOVACON or up to a maximum of the amount of the invoice amount for that Assignment/sub-activity/(sub)Project. If a processing time is longer than 12 (twelve) months, the liability is limited to the amount claimed in the last 12 (twelve) months.
2. Direct damage shall be understood to mean exclusively:
a. reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of the General Terms and Conditions;
b. reasonable costs incurred to ensure that NOVACON's defective performance complies with the Agreement, insofar as these can be attributed to NOVACON; or
c. reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in the General Terms and Conditions.
3. NOVACON is never liable for indirect damage, including consequential damage, lost profit, missed savings, damage due to business interruption, damage as a result of the provision of inadequate cooperation and/or information from the Client, damage due to non-binding information or advice provided by NOVACON of which the content is not explicitly part of the Agreement and all damage that does not fall under the direct damage within the meaning of these general terms and conditions falls.
4. NOVACON is never liable for errors in the information or material provided by the Client or for misunderstandings or errors with regard to the execution of the Agreement if these are caused or caused by actions of the Client, such as the failure to deliver complete, sound and clear data/materials on time or not to deliver complete, sound and clear data/materials.
5. NOVACON is never liable for errors if the Client has given approval at an earlier time, or has been given the opportunity to carry out an inspection and has indicated that it has no need for such an inspection.
6. The limitations of liability laid down in this article are also stipulated for the benefit of the third parties engaged by NOVACON for the execution of the Agreement.
7. NOVACON is not liable for damage or destruction of documents during transport or during shipment by post, regardless of whether the transport or shipment is done by or on behalf of NOVACON, the Client or third parties.

14. Confidentiality
1. Both parties shall be obliged to maintain the confidentiality of all confidential information obtained from each other or from any other source under the Agreement. Information is considered confidential if this has been communicated as such by the other party or if this arises from the nature of the information. The party receiving confidential information shall use it only for the purpose for which it was provided. Information that the Other Party has designated as confidential, but which is available in the public domain without restrictions, is excluded from the obligation of confidentiality.
2. If, on the basis of a statutory provision or a court decision, NOVACON is obliged to provide confidential information to third parties designated by law or the competent court, and NOVACON cannot invoke a right of non-disclosure recognized or permitted by law or by the competent court, then NOVACON is not obliged to pay compensation or indemnification and the Client is not entitled to dissolve the Agreement on the basis of any damage caused by this.

15. Indemnification
1. The Client indemnifies NOVACON to the extent permitted by law, with regard to liability towards one or more third parties, which has arisen from and/or is related to the execution of the Agreement, regardless of whether the damage has been caused or inflicted by NOVACON or by its auxiliary person(s), auxiliary items or executed Assignment.
2. The Client is always obliged to make every effort to limit the damage.

16. Intellectual Property
1. The copyright and any other applicable Intellectual Property Rights Property rights to documents arising from the Assignment, such as sketches, designs, advice and preparatory material, are vested in NOVACON. The Client will only acquire the rights of use and powers arising from the Assignment, unless otherwise agreed in writing.

17. Privacy
1. NOVACON respects the privacy of the Client. NOVACON processes all personal data provided to it in accordance with the applicable legislation, in particular the General Data Protection Regulation. The Client consents to this processing. To protect the personal data of the Client, NOVACON uses appropriate security measures.
2. NOVACON uses the personal data of the Client only in the context of the execution of the Agreement or the handling of a complaint.

18. Expiry period
1. For all claims and/or powers that the Client has against NOVACON and/or against the third parties possibly engaged by NOVACON, a limitation period of one year applies, in deviation from the statutory limitation periods, from the moment that a fact occurs that the Client can use these rights and/or powers against NOVACON and/or the third parties possibly engaged by NOVACON.

19. Transfer
1. The Client is not permitted to transfer rights and obligations arising from the Agreement to third parties without the written consent of NOVACON.
2. NOVACON is entitled to attach conditions to this permission.

20. After-effects
1. The provisions of the General Terms and Conditions and the Agreement, of which it is expressly or by their nature intended that they remain in force even after termination of this Agreement, will remain in force afterwards and continue to bind both parties.

21. Other
1. Any deviations from these General Terms and Conditions can only be agreed in writing. No rights can be derived from such deviations with regard to legal relationships entered into subsequently.
2. The administration of NOVACON counts, subject to proof to the contrary, as proof of the requests made by the Client. The Client acknowledges that electronic communication can serve as evidence.
3. If and insofar as any provision of the General Terms and Conditions and the Agreement is declared null and void or annulled, the other provisions of these General Terms and Conditions and the Agreement will remain in full force and effect. NOVACON will then adopt a new provision to replace the null and void/voided provision, whereby the purport of the null and void/voided provision will be taken into account as much as possible.
4. The place of performance of the Agreement shall be deemed to be the place where NOVACON is established.
5. NOVACON is authorized to amend or supplement these general terms and conditions.

22. Governing Law and Choice of Forum
1. All Agreements, the General Terms and Conditions, and all non-contractual rights and obligations arising therefrom, are governed in all respects by Dutch law.
2. All disputes between NOVACON and the Client, which may arise as a result of an Agreement and/or the General Terms and Conditions, or of agreements resulting from them, will in the first instance be settled by a competent judge of a Dutch Court.

Novacon IP B.V.
March 2026

Novacon IP B.V. value the protection of personal data and process all information in accordance with the General Data Protection Regulation (GDPR).

Personal Data We Process
We process personal data that you provide to us yourself or that is generated through the use of our services. This may include:
• Name and contact details
• Company information
• Email address and phone number
• Payment and billing information
• IP address and device information
• Any other data you actively provide (e.g., via forms or correspondence)

We do not process special categories of personal data unless strictly necessary and only with explicit consent.

Purposes and Legal Grounds for Processing
We process personal data for the following purposes:
• Providing and improving our services
• Maintaining customer relationships
• Processing payments
• Improving our website and user experience
• Complying with legal obligations
• Marketing and communication activities (only with consent where required)

The legal bases for this processing are:
• Performance of a contract
• Legal obligation
• Legitimate interest
• Consent (where applicable)

Retention Period
We do not retain personal data longer than necessary for the purposes for which it was collected, unless a statutory retention period applies.

Sharing Personal Data with Third Parties
We only share personal data with third parties when necessary for our services or to comply with legal obligations. These may include:
• IT service providers
• Payment service providers
• Legal or administrative partners

We enter into data processing agreements with all parties that process personal data on our behalf.

Security of Personal Data
We take appropriate technical and organizational measures to protect personal data against misuse, loss, unauthorized access, and unwanted disclosure. These measures include:
• Encryption
• Access controls
• Regular security updates

Your Rights
You have the right to:
• Access your personal data
• Request correction or deletion
• Object to processing
• Withdraw consent
• Request data portability

You can submit a request via hello@novacon-ip.com. We will respond within one month.

Complaints
If you have concerns about how we handle your personal data, please contact us at hello@novacon-ip.com.

Changes to This Privacy Policy
We may update this privacy policy from time to time. The most recent version will always be available on our website.

Last update: March 2026

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