1 Definitions and interpretation

1.1 For the purpose of these GTC and all related documents, the capitalized terms as defined below shall have the meaning as set out below. The terms below may be used in the singular or the plural form and vice versa, as the context so requires.

Agreement

Agreement the agreement, including all appendices, concerning the provision of the Services concluded in writing between Timmers Software and Customer, of which these GTC form and integral part.

Customer

Customer company named as such in the Agreement.

Force Majeure

Force Majeure includes, any event or circumstance beyond the reasonable control of a Party that prevents in whole or in part the performance by a Party of its obligations under the Agreement or makes the performance of such obligations so difficult or costly that such performance would be commercially unreasonable. Without limiting the foregoing, the following situations shall constitute Force Majeure: governmental action, governmental lockdown, riots, disruptions, acts of war (declared or undeclared), terrorism, strikes, lockouts, delays, prolonged shortages of energy or other supplies, epidemics, pandemics, fire, flood, hurricane, typhoon, earthquake, lightning and explosion, internet failures, failures in telecommunication infrastructures, (distributed) denial of service attacks, power outages.

GTC

GTC these general terms and conditions of Timmers Software.

Party

Party each of Timmers Software and Customer separately.

Parties

Parties Timmers Software and Customer together.

Services

Services all services of any nature whatsoever, such as, but not limited to software development, software design and/or consultancy services, to be performed by Timmers Software, as specified in the Agreement.

Timmers Software

Timmers Software Timmers Software B.V., a company organized and existing under the laws of the Netherlands, having its corporate seat and its official address at Smelen 80, 5509 RL, Veldhoven, the Netherlands lodged at the trade register of the chamber of commerce under number 95189963 and any of its affiliated companies.

1.2 References to the Parties include their respective successors in title and permitted assigns.

1.3 In these GTC the term ‘in writing’ includes by regular post, e-mail and any other electronic communication device customary in the market.

1.4 The terms and expressions of law and legal concepts used in these GTC have the meanings ascribed to them in Dutch law (if applicable) or the laws of England and Wales (if applicable).

2 Applicability of the GTC

2.1 These GTC apply to all offers, purchase orders and Agreements as well as to all related legal acts of the Parties.

2.2 The applicability of Customer’s general purchase (or other) terms and conditions is expressly rejected.

2.3 Any amendments of and/or addenda to these GTC have to be agreed upon in writing by the Parties.

2.4 A failure by Timmers Software to exercise or a delay in exercising a right or remedy provided by these GTC or by law does not constitute a waiver of that right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by these GTC or by law by Timmers Software prevents further exercise of that right or remedy or the exercise of another right or remedy.

2.5 If one or more provisions of these GTC shall be found, by a court with jurisdiction, to be illegal, invalid or unenforceable, it shall not affect the legality, validity or enforceability of any of the remaining provisions of these GTC. The Parties agree to attempt to substitute for any illegal, invalid or unenforceable provision a legal, valid or enforceable provision that achieves to the greatest extent possible the objectives of the illegal, invalid or unenforceable provision.

2.6 These GTC do not derogate from Timmers Software’s statutory rights, but are in addition thereto.

2.7 In the event of any contradictions between these GTC and Timmers Software’s offer signed by both Parties, the terms of the offer signed by both Parties shall prevail.

3 Offers, Agreements and notifications

3.1 All offers of Timmers Software are non-binding and, unless otherwise declared by Timmers Software in writing, valid for a period of 14 (fourteen) days after the date thereof.

3.2 No purchase order shall be binding on Timmers Software unless it has been confirmed by Timmers Software in writing. Such purchase order confirmation shall constitute an Agreement. If no purchase order has been issued, the Agreement consist of these GTC and Timmers Software’s offer signed by both Parties.

3.3 Customer cannot derive any rights from oral commitments of Timmers Software, unless and to the extent those are confirmed in writing by Timmers Software.

4 Obligation to cooperate

4.1 Customer shall provide, in a timely manner, the cooperation required by Timmers Software for the performance of the Agreement.

4.2 If Timmers Software’s employees or subcontractors perform work at Customer’s location, Customer must provide, free of charge, the facilities required, such as a workspace with computer and network facilities. The workspace and facilities must meet all legal requirements. Customer indemnifies Timmers Software against claims of third parties, including Timmers Software’s employees or subcontractors, who suffer injury in the context of performing the Agreement as a result of acts or omissions of Customer or unsafe situations in Customer’s organisation.

4.3 In the event that, in connection with the Agreement, Customer makes software, materials, equipment or other resources available to Timmers Software, Customer guarantees that all licences or approvals that Timmers Software may require in relation to these resources shall be obtained.

5 Obligation to provide information

5.1 To enable proper performance of the Agreement by Timmers Software, Customer shall always provide all information reasonably required to Timmers Software in a timely manner.

5.2 Customer guarantees that the information, designs and specifications that it has provided to Timmers Software are accurate and complete. If the information, designs or specifications provided by Customer contain inaccuracies apparent to Timmers Software, Timmers Software shall contact Customer to make enquiries about the matter.

6 Terms, deadlines and provision of Services

6.1 Timmers Software shall provide the Services to Customer on the date or within the term as set out in the Agreement.

6.2 Timmers Software shall not be bound by a delivery date or term, whether or not final, if (i) on the instructions of, or in agreement with, Customer any change is made or any additional Services are provided that are not included in the Agreement; or (ii) on the instructions of, or in agreement with, Customer a change is made in the approach with respect of the performance of the Agreement; or (iii) if Customer fails to fulfil its obligations arising from the Agreement or fails to do so on time or in full.

6.3 If it has been agreed that the work under the Agreement is to be performed in phases, Timmers Software shall be entitled to postpone the start of a phase’s work until Customer has approved the results of the preceding phase in writing.

6.4 At its discretion, Timmers Software shall deliver any software developed under the Agreement on the agreed type of data carrier or, if no agreements have been made in this regard, on a type of data carrier determined by Timmers Software, or shall make the software available to Customer online.

7 Performance and warranty provisions

7.1 Timmers Software shall perform the Services with care to the best of its ability and in accordance with the procedures and specifications as set out in the Agreement. All Services shall be performed on the basis of an obligation to use best endeavours, unless and insofar as Timmers Software has expressly promised a result in the Agreement.

7.2 Timmers Software shall strive to the best of its ability to fix errors in any developed software within a reasonable term if these errors are reported in writing in a detailed manner to Timmers Software within a period of 1 (one) month following delivery or, if an acceptance test was agreed, within 1 (one) month following acceptance. Unless otherwise agreed in writing between the Parties, Timmers Software does not guarantee that any developed software is suitable for actual use and/or the intended use. Timmers Software also does not guarantee that any developed software will operate without interruption and/or that all errors will always be fixed.

7.3 In these GTC, ‘error’ means substantial failure of the developed software to meet the functional or technical specifications of the developed software expressly made known by Timmers Software in writing and, if all or part of the developed software concerns customised software, to meet the specifications as set out in the Agreement. An error only applies if it can be demonstrated by Customer and if it is reproducible. Customer must report errors without delay. Any obligation of Timmers Software is limited to errors within the meaning of these GTC. Timmers Software does not have any obligation whatsoever with respect to other defects in or on any developed software.

7.4 Timmers Software may charge for the costs of fixing in accordance with its usual rates if such work is required as a result of user errors or improper use on the part of Customer, or as a result of causes that cannot be attributed to Timmers Software. The obligation to fix errors shall cease to apply if Customer makes changes in any developed software or has such changes made without Timmers Software’s written permission.

7.5 The fixing of errors in developed software shall take place in accordance with article 12.

7.6 Timmers Software is never obliged to recover data that has been corrupted or lost.

7.7 For the avoidance of doubts, Timmers Software’s total liability due to an attributable failure in the performance of a warranty obligation as set out in this article 7, shall be limited to the provisions as set out in article 17.

8 Right on use and restrictions on use

8.1 Timmers Software shall make the agreed software available to Customer for use for the duration as set out in the Agreement on the basis of a right for use.

8.2 Timmers Software’s obligation to make available and Customer’s right to use extend only to any software’s object code. Unless, agreed otherwise in writing, Customer’s right of use does not extend to any software source code.

8.3 Timmers Software is always entitled to take technical measures to protect any developed software against unlawful use and/or against use in a manner or for purposes other than the manner or purposes agreed between the Parties. Customer shall never remove or bypass technical measures intended to protect the developed software or have such technical measures removed or bypassed.

8.4 Customer may only use the developed software for the intended use and Customer shall always comply with the agreed restrictions on the use of the developed software.

9 Specifications and development method software

9.1 If Timmers Software develops software specifically for Customer and the Parties use a development method based on iterative design and/or development of the software or parts of the software, the Parties shall accept that, at the start, the work shall not be performed on the basis of complete or fully detailed specifications, and also that specifications, which may or may not have been agreed on commencement of the work, may be changed, in consultation and with due observance of the project approach that forms part of the development method concerned, during the performance of the Agreement. During the performance of the Agreement, the Parties shall make decisions in consultation regarding the specifications that shall apply in the subsequent phase of the project and/or in the subsequent, constituent development process. Customer accepts the risk that the software may not necessarily meet all specifications.

9.2 Timmers Software’s performance obligations do not include maintaining developed software, and/or providing support to users of the developed software. Any agreements concerning a service level (service level agreements) shall only be expressly agreed in writing.

10 Acceptance

If the Parties have not agreed an acceptance test, Customer shall accept the Services in the state that it is in when delivered (‘as is, where is’), therefore with all visible and invisible errors and defects, without prejudice to Timmers Software’s obligations under the warranty set out in article 7.

11 Changes in developed software

Customer may not change all or part of the developed software without the prior written permission of Timmers Software. Timmers Software is entitled to refuse or attach conditions to such permission. Customer shall bear the entire risk of all changes that it makes or changes made by third parties on its instructions, whether or not with Timmers Software’s permission.

12 Fixing errors in developed software

12.1 Customer must report errors discovered in any developed software in detail. Following receipt of the report, Timmers Software shall strive to the best of its ability to fix errors and/or implement improvements in later, new versions of the developed software in accordance with its usual procedures. Depending on the urgency, the results shall be made available to Customer in a manner and within a term determined by Timmers Software. Timmers Software is entitled to install temporary solutions, program bypasses or problem-avoiding limitations in the developed software.

12.2 Timmers Software’s obligation to fix errors does not affect Customer’s own responsibility for managing the developed software, including checking the settings and the way in which the results arising from operating the developed software are used. Customer shall itself install, organise, parameterise and tune the developed software and support software required and, if necessary, modify the equipment, other software and support and operating environment used in this regard, and effect the interoperability that it desires.

13 Third-Party Software

If and insofar as Timmers Software makes third-party software available to Customer, the license terms of the third parties concerned shall apply in the relationship between Timmers Software and Customer with respect to the software instead of the provisions of these GTC that differ from those license terms, provided that the applicability of the license terms of the third party concerned was reported to Customer by Timmers Software in writing and, in addition, a copy of the applicable license terms was made available to Customer prior to the conclusion of the Agreement.

14 Suspension and termination

14.1 Either Party may immediately (partially) terminate the Agreement if: (a) the other Party commits a breach of the provisions of the Agreement and fails to remedy such breach within 30 (thirty) days after written notice of the existence of such breach, or (b) the other Party should go into liquidation or should do or suffer any similar act or thing under any applicable law.

14.2 Furthermore, Timmers Software shall at all times be entitled to suspend the fulfilment of its obligations under the Agreement or to (partially) terminate or dissolve the Agreement, in the event that Timmers Software learns of circumstances giving good ground to fear that Customer will not timely and/or fully fulfil its obligations under the Agreement. This is only allowed in so far the shortcoming justifies such action.

14.3 In case of (partly) termination all provisions that, according to their nature, are intended to continue after termination will remain in force.

14.4 If the Agreement is (partially) terminated pursuant to this article 14, Timmers Software’s claims against Customer shall be forthwith due and payable. If Timmers Software suspends fulfilment of its obligations, it shall retain its rights under the applicable law and the Agreement.

14.5 Notwithstanding the foregoing sub clauses of this article 14, Timmers Software shall always retain the right to claim damages in case of suspension, termination or dissolution.

14.6 Any termination of the Agreement shall be without liability for the act of termination but shall be without prejudice to any right of action or claim arising from the period prior to the date of termination.

14.7 All aspects of the Agreement which by their nature should survive termination of the Agreement, including, but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers and limitations of liability shall remain in full force and effect after termination of the Agreement.

15 Prices and payment

15.1 As consideration for the sale and delivery of the Services under the Agreement Customer shall pay Timmers Software the fee which is calculated as specified in the Agreement. Any expenses incurred by Timmers Software in relation to the provision of the Services will be reimbursed by the Customer.

15.2 Unless explicitly stated otherwise, prices are always stated exclusive of turnover (VAT).

15.3 Information from Timmers Software’s records shall count as conclusive evidence with respect to the performance delivered by Timmers Software and the amounts owed by Customer for delivery of this performance, without prejudice to Customer’s right to produce evidence to the contrary.

16 Payment

16.1 Customer shall pay Timmers Software’s invoices in the valuta as set out in the offer in full without discount, withholding, set-off or counterclaim by means of transfer to the bank account of Timmers Software within 14 (fourteen) days from the date of the invoice.

16.2 Contestation of an invoice by Customer shall not suspend the fulfilment of its payment obligations.

16.3 Customer is only entitled to offset if Customer’s counterclaims are legally established, uncontested or recognized by Timmers Software.

16.4 In the event that Customer fails to timely fulfil its payment obligations, Customer shall be in default by operation of law and owe an interest charge equal to the statutory interest rate. The interest on the amount due and payable shall be calculated as from the date Customer is in default. The foregoing shall be in addition to and not in lieu of any other rights and remedies Timmers Software may have at law or in equity for such default.

16.5 In the event Customer should be under a periodic payment obligation, Timmers Software may adjust the applicable prices and rates, in writing and in accordance with the index or any other criterion included in the Agreement, within the period specified in the Agreement. If the Agreement does not explicitly provide for the possibility to adjust the prices or rates, Timmers Software may adjust the applicable prices and rates in writing with due observance of a period of at least 3 (three) months. If, in the latter case, Customer does not accept the price adjustment, Customer is entitled to terminate the Agreement by serving notice of termination in writing, within 30 (thirty) days following the notification of the adjustment and effective from the date on which the new prices and/or rates would take effect.

16.6 All reasonable judicial and extrajudicial costs related to the enforcement and collection of payments due by Customer to Timmers Software and not received in time, shall be borne by Customer.

16.7 In the event that: a) Customer’s company is wound up; b) the ‘Wet Schuldsanering Natuurlijke Personen’ (WSNP) is declared applicable (in case of a sole proprietorship); c) the owner of Customer dies (in case of a sole proprietorship); d) the owner of Customer is placed under conservatorship (in case of a sole proprietorship); e) Customer’s company is attached; f) Customer’s company is declared bankrupt; and/or g) a suspension of payment is granted to the company of Customer; Timmers Software’s payment claims against Customer shall forthwith become due on Timmers Software’s demand.

17 Liability

17.1 Timmers Software’s total liability due to an attributable failure in the performance of the Agreement or on any legal basis whatsoever, expressly including each failure to fulfil a warranty obligation agreed with Customer, shall be limited to compensation for direct damages as described in this article

17.2 Liability for direct damages is limited to a maximum of the fee stipulated for the Agreement (excluding VAT). If the Agreement is mainly a continuing performance agreement with a duration of more than 1 (one) year, the price stipulated for the Agreement is set at the total sum of the payments (excluding VAT) stipulated for 1 (one) year. In no event does Timmers Software’s total liability for any direct damage, on any legal basis whatsoever, exceed EUR 100,000 (one hundred thousand euros).

17.3 Timmers Software shall not in any event be liable for indirect damage, including but not limited to, consequential damage, loss of profit, lost savings, damage due to business stagnation and reduced goodwill.

17.4 The limitations and exclusions of liability set out herein do not apply in the event that the damage is caused by intent or deliberate recklessness on the part of Timmers Software.

18 Changes and additional work

If on the instructions of, or in agreement with, Customer any change is made, any additional Services are performed that are not included in the Agreement, the extra costs thereby incurred shall be charged by Timmers Software to Customer as additional work at the then applicable charging rates. Timmers Software is not obliged to honour such a request and may require that a separate agreement be concluded for the purpose.

19 Intellectual property rights

19.1 Unless otherwise agreed in writing between the Parties, All intellectual property rights to the Services, including preparatory materials in this regard, developed or made available to Customer under the Agreement are held exclusively by Timmers Software, its licensors or its suppliers. Customer shall have the rights of use expressly granted under the Agreement and the law. A right granted to Customer is non-exclusive and may not be transferred, pledged or sublicensed.

19.2 If the Parties agree in writing that an intellectual property right with respect to (any part of) the Services specifically developed for Customer shall transfer to Customer, this shall be without prejudice to Timmers Software’s right or option to use and/or operate, either for itself or for third parties and without any restriction, the parts, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and the like on which the developments referred to are based for other purposes. The transfer of an intellectual property right shall likewise be without prejudice to Timmers Software’s right to complete developments, either for itself or for a third party, that are similar to or derived from developments that were or are being completed for Customer.

19.3 Customer may not remove or change any indication concerning the confidential nature of or concerning the copyrights, brands, trade names or any other intellectual property right pertaining to any software, data files, equipment or materials, or have any such indication removed or changed.

20 Indemnity and defence

20.1 Customer indemnifies Timmers Software against all liability of Timmers Software to any third party by virtue of any technical working principles supplied or mandated by Customer, and used by Timmers Software in the delivery of the Services. The examination of any infringement of third party rights by virtue of Customer supplied and mandated technical working principles shall be at the initiative and expense of Customer. If there is any infringement of such third party rights, Timmers Software shall respect such rights and as far as possible propose an alternative solution.

20.2 Unless under a non-appealable final judgement it is decided that intent or deliberate recklessness exists on the part of Timmers Software, Customer shall indemnify and hold Timmers Software fully harmless from and against all claims and causes of action for damages and expenses of every kind and character, including the costs of legal proceedings and reasonable attorney’s fees asserted against Timmers Software, its agents, servants and employees arising out of or in any manner connected with the provision of the Services. This indemnity includes, but is not limited to, all claims and causes of action resulting from any death or physical injury of employees of Customer howsoever caused and patent or trademark or other intellectual property infringement, which are based, in whole or in part, from the Services provided, in whole or in part, in accordance with Customer’s, designs, drawings, specifications or other instructions.

20.3 Timmers Software warrants that, at the time of entering into the Agreement, it is not aware of any infringement of third party intellectual property rights.

20.4 In the event that Timmers Software shall become aware of any (possible) claim against Timmers Software, proceeding or other matter (a Claim) in respect of which Customer agreed to indemnify Timmers Software pursuant to this article 20, Timmers Software shall promptly give written notice thereof to Customer. With respect to any Claim, Timmers Software shall have the right to participate in the negotiation, settlement or defence of such Claim and to retain counsel to act on its behalf.

20.5 If Customer fails to defend the Claim within a reasonable time, and after Timmers Software has given prior written notice to Customer with that effect granting Customer a final term, Timmers Software shall be entitled to assume such control and is allowed to contest, settle or pay the amount claimed.

20.6 Customer shall be bound by the results obtained by Timmers Software with respect to such Claim. If any Claim is of a nature such that Timmers Software is required by applicable law to make a payment to any person (a Third Party) with respect to the Claim before the completion of settlement negotiations or related legal proceedings, Timmers Software may make such payment and Customer shall, forthwith after demand by Timmers Software, reimburse Timmers Software for such payment. If the amount of any liability of Timmers Software under the Claim in respect of which such payment was made, as finally determined, is less than the amount that was paid by Customer to Timmers Software, Timmers Software shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to Customer.

20.7 Whether or not Customer assumes control of the negotiation, settlement or defence of any Claim, Customer shall not settle any Claim without the written consent of Timmers Software, which consent shall not be unreasonably withheld or delayed.

21 Data and security

21.1 The Parties shall at all times comply with any obligations under Dutch laws (if applicable) and the laws of England and Wales (if applicable) regarding data protection and any other relevant (national, European and international) data protection regulations (the Privacy Laws) that are applicable to the execution of the Agreement. Both Parties shall (i) take appropriate security measures to protect the confidentiality of the (personal) data provided by the other Party, (ii) inform the other Party, on such Party’s request, about the security measures taken in respect to the foregoing, and (iii) notify the other Party of any breach of personal data in accordance with and within the timeframe stipulated in the Privacy Laws.

21.2 If applicable, the Parties shall enter into a data processing agreement.

21.3 Timmers Software takes all the technical and organizational security measures described in the Agreement. When implementing these technical and organizational security measures, Timmers Software warrants that these security measures are in accordance with applicable legal rules and shall take appropriate technical and organizational measures accordingly. Timmers Software will require employees and other persons performing services on Timmers Software’s behalf to maintain confidentiality with respect to the information and data of which they may become aware.

21.4 The access or identification codes and certificates provided by or on behalf of Timmers Software to Customer are confidential and must be treated as confidential information, and may only be provided to Customer’s authorised personnel. Timmers Software is always entitled to change the access or identification codes and certificates with notification to Customer.

21.5 Customer is obliged to adequately secure its systems and infrastructure and have active antivirus software protection at all times.

22 Force Majeure

22.1 Neither Party shall be liable for any failure to fulfil any terms of the Agreement to the extent that such fulfilment has been delayed, hindered, interfered with or prevented by any circumstance which amounts to an act of Force Majeure.

22.2 The Party affected by the Force Majeure event shall inform the other Party of all the circumstances and particulars which prevent it from performing its obligations under the Agreement.

22.3 If a Force Majeure situation lasts for more than 60 (sixty) days, either Party has the right to terminate the Agreement, in writing, for breach. In such event, all that has already been performed under the Agreement must be paid for on a proportional basis, without anything else being due by either Party to the other Party.

23 Confidentiality and publicity

23.1 The Parties shall be bound to secrecy of all of each other’s Confidential Information and shall use the same solely for the purposes of performing the Agreement. Notwithstanding the foregoing, Timmers Software reserves the right to share the information provided by Customer with third parties engaged by Timmers Software to perform its obligations under the Agreement. These third parties will be bound by the same confidentiality agreements as Timmers Software.

23.2 The Parties will cause their officers, directors, employees, agents and Group Companies to abide by the terms of this article 23. Each Party will be responsible for any breach by its officers, directors, employees, agents and affiliated companies of this article 23.

23.3 If a statutory provision or a judicial decision compels Timmers Software to convey Confidential Information of Customer to third parties designated by law or by the court and Timmers Software cannot for that purpose invoke a legal right to refuse to give evidence of such a right acknowledged or allowed by the competent court, Timmers Software shall not be held to pay damages or compensation and Customer shall not be entitled to demand the dissolution of the Agreement on the ground of any damage resulting from said circumstance.

23.4 Both Parties shall have the right to publicly disclose its business relationship with each other for promotional and marketing purposes. This may include, but is not limited to, the use of the other Party’s name and logo in press releases, presentations, marketing materials and websites. Each Party shall ensure that all such disclosures are made in a professional and respectful manner, and in compliance with all applicable laws and regulations, as well as any specific guidelines provided by the other Party.

24 Assignment and subcontracting

Timmers Software is at all times entitled to assign all or a part of its rights and/or obligations under the Agreement to an affiliated company or third party with notification to Customer.

25 Lapse of rights

Legal claims pursuant to the Agreement or unlawful acts must be instituted by Customer within 2 (two) year of the right to the claim coming into force, in the absence of which the legal claim shall lapse.

26 Applicable law and disputes

26.1 In case Customer is located in the European Economic Area (EEA), the provisions of article 26.2 up to and including article 26.4 apply.

26.2 Agreement is construed in accordance with and governed exclusively by the laws of the Netherlands. The applicability of the 1980 Vienna Sales Convention is hereby excluded, as well as any other present or future terms of any international convention Software governing the purchase of moveable property, insofar as such terms can be excluded.

26.3 In case of any disputes arising out of or relating to the Agreement, the Parties shall endeavour to settle such disputes amicably. If the Parties are unable to, the dispute shall be exclusively submitted to the jurisdiction of the competent courts of Rechtbank Oost-Brabant, location ’s-Hertogenbosch, the Netherlands.

26.4 Either Party is always entitled to institute ICT mediation proceedings in accordance with the ICT Mediation Regulations of the Foundation for the Settlement of Automation Disputes (Stichting Geschillenoplossing Automatisering – SGOA – (www.sgoa.eu). The other Party is then obliged to actively participate in the ICT mediation proceedings that have been instituted. This legally enforceable obligation in any case includes having to attend at least one joint meeting of mediators and Parties, in order to give this extrajudicial form of dispute resolution a chance of success. Either Party is free to terminate the ICT mediation proceedings at any time after this first joint meeting of mediators and Parties. The provisions of the foregoing do not prevent either Party, if this Party deems doing so necessary, from requesting preliminary relief in preliminary relief proceedings or in arbitral preliminary relief proceedings nor do they prevent either Party from attaching property before judgment.

26.5 In case Customer is located in the United Kingdom, the provisions of article 26.6 and article 26.7 apply.

26.6 The Agreement shall be governed by and construed in accordance with the laws of England and Wales. Each of the Parties irrevocably agrees that the federal state courts of London, England, shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Agreement and submits to the jurisdiction thereof. Provided however, that in the event Timmers Software is the plaintiff, Timmers Software may at its sole discretion submit any such dispute either to the competent courts in the venue of Customer’s registered office.

26.7 Customer hereby irrevocably waives any objection to the jurisdiction, process and venue of any such court and to the effectiveness, execution and enforcement of any order or judgement (including but not limited to a default judgment) of any such court in relation to the Agreement, to the maximum extent permitted by the law of any jurisdiction, the laws of which might be claimed to be applicable regarding the effectiveness, enforcement or execution of such order or judgment.