General Terms and Conditions for Business

1. Definitions

General Terms and Conditions: The general terms and conditions for delivery of FocusCura BV.
Applications: The software-based Applications that FocusCura provides for its Services such as an Application for video calls (cContact) and an Application for monitoring vital values related to a clinical picture (cVitals).
Item(s): A collective term for all goods/devices and accessories that FocusCura supplies to the Client based on the Agreement on a purchase, rental, or lease basis.
FocusCura: FocusCura BV, with registered offices at Driebergen-Rijsenburg, registered with the Chamber of Commerce under number 30206773, and all its affiliated companies.
Services: Collective term for all activities that FocusCura provides for the Client based on the Agreement such as: maintaining the Items, Applications, the connection of the Items and/or Applications to the digital communication platform of FocusCura, the project-based or other installation of Items and/or Applications, fault monitoring, the deployment of the Health-Care Center, advice and/or project support.
Main Manager: The first contact person on the Client's side and the first contact person on FocusCura's side related to the provision of the Services and Items.
Installed Base: The collective term for the Services and Items used (set up in the user’s home) before and during the delivery of Services and Items.
Order: The ticket created via the Service Management System with which the Client wishes to order certain Items, Applications, and/or Services from FocusCura.
Agreements: All agreements between FocusCura and the Client under which FocusCura undertakes to sell, rent, lease, deliver, install, and maintain the Items, Applications, and/or Services for the Client or for the customers of the Client. This includes framework agreements, partial agreements, and related service level agreements, and the Client undertakes to accept the Items, Applications, and/or Services and to pay the agreed fees.
Service Management System: The software systems that FocusCura makes accessible to the Client and through which the Client can place Orders or request reports.
Health-Care Center: A control center set up for the purpose of providing Services by a third party for use by the Client or its customers. FocusCura provides Services with and without a Health-Care Center. In the case of services provided by FocusCura without the Health-Care Center, FocusCura is not a party to the agreement that the Client or its customers conclude themselves with the Health-Care Center.

2. Application and scope

2.1 These General Terms and Conditions apply to all Agreements and all negotiations, quotations, offers, and assignments to that end.
2.2 FocusCura reserves the right to amend these General Terms and Conditions. Amendments will be notified in writing and will come into effect 30 (thirty) days following this notification.
2.3 Amendments to these General Terms and Conditions also apply to Agreements already concluded with the Client, unless the Client indicates in writing within 30 (thirty) days of the notification of the amendment that it does not agree with the amendment. If the Client does not wish to agree to the amendments to the General Terms and Conditions, FocusCura and the Client both have the right to terminate the Agreement with effect from the date on which the amended General Terms and Conditions take effect without being liable to pay any compensation to each other.
2.4 If a provision in these General Terms and Conditions is null and void or is nullified, the validity of the remaining provisions is not affected. FocusCura and the Client will enter into consultations to replace the invalid or annulled provision, whereby the purpose and purport of the invalid or annulled provision will be followed as closely as possible.

3. Offers

3.1 The offers of FocusCura are without obligation. FocusCura may revoke its offers immediately prior to receipt of their acceptance, regardless of whether the offers contain an acceptance period or not.
3.2 The content of all offer documents, such as drawings, descriptions, or specifications, is as accurate as possible, but not binding. Obvious mistakes or errors in an offer are not binding on FocusCura.

4. Guarantees and rights and obligations of FocusCura

4.1 FocusCura guarantees the Client that it has taken out an insurance and will continue to remain insured to cover "Liability for Companies" in respect of damage resulting from unlawful acts or attributable shortcomings in the performance by FocusCura of an obligation arising from the Agreement for an amount of at least €1,250,000.
4.2 FocusCura will endeavor to deliver the Services and Items in a timely manner and in accordance with the Agreement. In this context, FocusCura depends on the cooperation of the Client and its customer, for example in providing information and access to the location of the delivery.
4.3 If so requested, FocusCura will inform the Client at any reasonable time about the performance of its work within the framework of the Agreement.
4.4 FocusCura will repair any damage to the Items that has occurred before or during the installation or before the time of delivery by FocusCura at its own expense, unless this damage has not been caused by FocusCura or it is otherwise unreasonable that FocusCura should bear the cost of this damage.
4.5 FocusCura has the right to engage third parties in the implementation or partial implementation of the Agreement.
4.6 FocusCura has the right to make changes or have changes made to the Services and Applications provided at any time and at its own discretion.
4.7 Errors and/or malfunctions in a Service, Item, and/or Application are corrected in the manner indicated by FocusCura, as specified in the Agreement.
4.8 FocusCura is never obliged to repair any data lost by the Client or its customer.

5. Guarantees and Obligations of the Client

5.1 The Client will ensure that FocusCura has all the goods, technical information and other information, data, permits, exemptions, decisions, consents, and changes at its disposal in a timely manner necessary to enable FocusCura to realize the Services and Items in accordance with the Agreement. The Client is responsible for the completeness and/or soundness of these goods, technical information and other information, data, permits, exemptions, decisions, consents, and changes.
5.2 The Client indemnifies FocusCura against claims by third parties in connection with the goods, information, data, decisions, and modifications referred to in paragraph 1 of this Article.
5.3 The Client will ensure that FocusCura receives the full cooperation of the Client and its customers in the provision of the Services, Items, and Applications. This includes free access to and use of the premises, building, and location to which FocusCura is required to deliver.
5.4 The Client shall provide clean, safe, healthy, and workable conditions for the FocusCura employees responsible for the delivery. The Client is obliged to give a timely warming to FocusCura and its employees about: a. circumstances that may prevent or impede the timely execution of the delivery; b. dangerous or risky situations, such as the condition of the buildings/locations to which delivery is to be made and any medical condition of the Client's customers.
5.5 The Client and its customer may not give instructions to FocusCura, its employees or its support staff that are not related to the Agreement or that are contrary to the nature of the Agreement. The Client will instruct its customer accordingly in a timely and sufficient manner.
5.6 The Client and its customer are obliged to take delivery of what is delivered on the basis of the Agreement at the time of delivery, as specified in the Agreement. The Client is obliged to instruct its customer in a timely and sufficient manner.
5.7 The Client is obliged to contractually exclude liability for damage caused to its customers and business clients as a result of improper use of the Services, Items, and/or Applications by its customers (e.g. in the case of relocation/dismantling/self-repair of the Items, connection of the Items to a different type of telephone line/Internet connection/with a different telecom provider than agreed, etc.). Insofar as a customer of a Client does not act in the performance of a profession or business, the Client shall exclude the liability referred to in paragraph 7 up to the maximum permitted by law.
5.8 The Client is obliged to inform its customers via the registration form by which the customers indicate that they wish to claim the provision of a Service, Item, or Application, that their personal data will be passed on to FocusCura and that the processing of those personal data will be subject to FocusCura's privacy statement related to the specific Service, Item, and and/or Application.

6. Terms

6.1 FocusCura can only be obliged to start with the execution of the Agreement after it has received all information, data, or goods necessary for this, as referred to in Article 5.1, and it has received payment of the amounts that it has agreed must be paid in advance.
6.2 Terms and delivery terms have been determined by FocusCura to the best of its knowledge and will be observed as much as possible. The mere fact that a delivery deadline has been exceeded does not mean that FocusCura is in default.
6.3 If there is a risk that a delivery deadline will be exceeded, FocusCura and the Client will enter into consultations as soon as possible in order to agree on a new delivery term.

7. Delivery and service levels

7.1 If and insofar as agreed, FocusCura will, after delivery, give the Client or its customer instructions on the correct use of Services, Items, and/or Applications.
7.2 The risk of loss, theft, embezzlement, or damage to Items delivered or data, and information such as user names and passwords, documents, or data files made available by FocusCura under the Agreement, is transferred to the Client at the moment that these are placed at the actual disposal of the Client or its customer.
7.3 With regard to the delivery of the Services, the delivery is deemed to have taken place in the manner and at the time as stipulated in more detail in the Agreement, as defined in the provisions of paragraph 4 of this Article.
7.4 When providing Services, FocusCura will carry out an on-site test to verify the proper functioning of the Services, for which the Client or its customer will sign a Document of Delivery to confirm the complete and sound delivery of the Services by FocusCura. After signing the Document of Delivery, the Services will be deemed to have been delivered and all risks in this respect will be transferred to the Client.
7.5 Documents of Delivery are kept by FocusCura at the offices of FocusCura. A copy thereof may be provided to the Client at the Client’s request.
7.6 FocusCura is authorized to divide the delivery into a number of partial deliveries.
7.7 Minor defects that can be repaired before the first or subsequent payment term are not a reason for refusal to sign the Document of Delivery, provided that they do not prevent the Services and Items from being used.
7.8 Any agreements concerning a service level for Services, Items, and/or Applications are only expressly agreed in writing in a service-level agreement. The Client is obliged to inform FocusCura immediately of any circumstances that affect or may affect the service level and its availability.

8. Price and payment

8.1 The rates that FocusCura applies for the provision of the Services and Items are indexed annually on January 1 on the basis of the wage index as determined by Statistics Netherlands.
8.2 FocusCura reserves the right to increase its rates in the interim if there are relevant changes in the market situation, including an increase in the prices of raw materials and an increase in the rates of the suppliers of FocusCura. The implementation of an interim price increase by FocusCura does not entitle the Client to terminate the Agreement prematurely, unless the price increase exceeds 20%. FocusCura is not liable for any damages in respect of such premature termination by the Client.
8.3 FocusCura does not apply any thresholds or surcharges for minimum order value, small Orders, packaging costs, delivery costs, etc. The value of the Order is determined by the order of certain Services, Items, and/or Applications.
8.4 If FocusCura grants discounts or bonuses to the Client on a particular order, such discounts or bonuses are only granted if the Client fulfils its payment obligation in a timely manner. Any discounts or bonuses already granted will still be invoiced to the Client by FocusCura if the Client has not fulfilled its payment obligations on time.
8.5 Unless otherwise stated, prices are exclusive of VAT.
8.6 With regard to the delivery of Items in combination with Services, no transportation costs will be charged. If the delivery only relates to Items, delivery costs will be charged as specified by FocusCura.
8.7 If the Client or its customer refuses to accept the Services and/or the Items at the agreed time and location or is not present, FocusCura is entitled to charge the Client a no show cost. The amount of this no-show cost is included in the Agreement and relates to the travel costs.
8.8 A payment is first and foremost a deduction from all costs and interest due and finally a deduction from those invoices that have been outstanding for the longest time, even if the Client states that the payment relates to later invoices.
8.9 The fact that the Client has not received timely payment of any compensation from its customer or another third party (e.g. grant) does not entitle the Client to suspend its payment obligations towards FocusCura.
8.10 FocusCura may transfer or assign all or part of its right to payment or pledge it to a third party.

9. Defaults by the Client

9.1 If FocusCura suspects that the Client is not complying or will not comply with its obligations, FocusCura is entitled to require the Client to provide security, such as a bank guarantee, that is sufficient for the Client's account and risk.
9.2 If the Client fails to cooperate in the delivery or to accept the delivery or to cooperate in time, or fails to make a payment due on time, FocusCura is entitled to compensation of interest at the statutory interest rate in accordance with Book 6 Article 119a of the Dutch Civil Code, with effect from the day on which the cooperation should have been given or the payment should have been made at the latest. In that case and in the event that the Client fails to provide the required security, FocusCura is also authorized to suspend its obligations under the Agreement or to dissolve the Agreement.
9.3 If the Client fails to pay the amounts due within the agreed period, the Client shall also be, in addition to the statutory commercial interest, responsible for paying the extrajudicial collection costs calculated on the basis of the Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten) or any regulations that replace it. If FocusCura initiates legal collection proceedings to settle the amount due to it under the Agreement, the Client will also bear the legal costs and the actual costs incurred for legal assistance.
9.4 If the Client or its customer fails to comply or will fail to comply with its obligation to take delivery of the Items on time at the agreed place of delivery, FocusCura is entitled to store these Items at the expense and risk of the Client until the Items are accepted or sold by FocusCura to a third party.

10. Termination

10.1 FocusCura and the Client are both entitled to dissolve the Agreement in writing with immediate effect without any prior notice of default or judicial intervention being required if:
- the other party has been granted a moratorium, or the other party has applied for a moratorium;
- the other party has been declared bankrupt or has filed for bankruptcy;
- the other party ceases to operate or is dissolved;
- a substantial part of the assets of the other party is seized;
- the other party is otherwise deemed to be no longer able to fulfil its obligations under the Agreement.
10.2 FocusCura is entitled to refuse the delivery of Services and Items and to dissolve the Agreement in writing with immediate effect, without prior notice of default or judicial intervention being required, if the Client’s customer is found to be under the influence of drugs or alcohol by FocusCura's employees at the location where the Services and Items are to be delivered, if the Client's customer adopts an aggressive or intimidating or sexually intimidating attitude towards FocusCura's employees, or if there are other circumstances at the delivery location that prevent FocusCura employees from performing their work safely and without interference.
10.3 In the event of termination by FocusCura, the Client still owes to FocusCura the amounts already due and the remainder of the amounts agreed in the Agreement, including the no-show rate. This also applies in the event that FocusCura has invoked its retention of title pursuant to Article 11 of these General Terms and Conditions.

11. Retention of Title

11.1 Without prejudice to the Client's obligation to pay in full and on time what it owes FocusCura, and without prejudice to the provisions of these General Terms and Conditions regarding the transfer of the risk to the Client, all Items delivered and/or replaced by or on behalf of FocusCura remain the property of FocusCura until full payment of all outstanding claims, interest, and costs incurred has been obtained as additional security for payment of all that is due to FocusCura, nothing excepted.
11.2 With respect to Items not purchased by the Client but given on loan by FocusCura or rented or leased to the Client or to its customer, the Client or its customer cannot become the owner of these Items. FocusCura always remains the legal and economic owner of the items made available and is entitled to take back the items concerned at the end of the Agreement or during the term of the Agreement if the Client fails to fulfil its obligations under the Agreement and the relevant terms and conditions.
11.3 FocusCura is entitled to take back the delivered Items, which remain its property by virtue of the previous paragraphs, without prejudice to FocusCura's right to recover from the Client any loss suffered or to be suffered as a result of the default, whereby the Client will under no circumstances be able to claim repayment of what it has already paid FocusCura.
11.4 The Client is liable to FocusCura for all damage to delivered Items subject to retention of title and other items. The Client is obliged to ensure that these goods are adequately insured at the expense of the Client.
11.5 FocusCura is at all times entitled to inspect the Items delivered/made available. In the event of negligence on the part of the Client or in other circumstances referred to in these General Terms and Conditions, FocusCura and/or the persons designated by it will be entitled to retrieve the Items and other objects delivered/made available. The Client will ensure that FocusCura is granted authorization to enter the place where the Items and other objects delivered/made available are located.
11.6 If third parties wish to assert rights or take measures in respect of the delivered/made available Items and/or other objects, the Client will inform them immediately of FocusCura's ownership rights. If it is possible that, as a result of measures taken by third parties, the goods delivered/ made available become beyond the control of the Client or its customer, the Client will inform FocusCura thereof within 24 hours and take all possible measures to prevent the loss of possession of the goods. If the Client fails to take the above measures, FocusCura is entitled, at the Client's expense, to take all measures it deems necessary itself.

12. Nondisclosure

12.1 Both during and after the conclusion of the Agreement, the Client must treat all documents and information provided by FocusCura in strict confidence. Confidential data also includes all offer documents and Agreements that FocusCura has shared with the Client, all information regarding Items, Applications, and Services, including information relating to information processing, practical knowledge, methods, and/or techniques which are related to this.
12.2 The Client will oblige its own employees and third parties contracted by it, who have taken cognizance of all or part of the confidential information referred to in the previous paragraph, to observe confidentiality in writing.
12.3 FocusCura will treat all data of the Client and the Client’s customer as confidential, insofar as this data has been made known to FocusCura as being confidential.

13. Processing of Personal Data

13.1 FocusCura will treat all personal data of the Client and its customers which FocusCura deals with during the execution of the Agreement confidentially and in accordance with FocusCura's privacy statement.
13.2 If required by law, FocusCura and the Client will enter into a processing agreement. Unless otherwise stipulated in writing, the Client is deemed to be the controller and FocusCura the processor.
13.3 The responsibility for the personal data that are processed by the Client using a Service, Item, and/or Application lies entirely with the Client. The Client guarantees FocusCura that the content, use, and/or processing of the data are not unlawful and do not infringe any right of a third party. The Client indemnifies FocusCura against any legal action by a third party, including its customers, on any account whatsoever in connection with this personal data or the performance of the Agreement.

14. Intellectual Property

14.1 The intellectual property rights to all Services, Items, Applications, data, and information and technical information provided to the Client or to customers of the Client remain vested in FocusCura or its suppliers.
14.2 Unless expressly stated otherwise in the Agreement, the Client and its customer will only be granted a non-exclusive and non-transferable right of use.
14.3 The Client or its customers may only use the Services and/or Application themselves or in their own company or organization, in accordance with the Agreement and the rules of use to be drawn up by FocusCura.
14.4 The Client is prohibited from making the Services and Applications available to a third party in any way whatsoever or from allowing a third party to use them, with the exception of the Client's customers.
14.5 The Client is prohibited from reproducing the software, changing it, or from making copies thereof, unless otherwise agreed. The source code of the software and the technical information produced during its development will not be made available to the Client, unless agreed otherwise.
14.6 The Client will not remove or cause to be removed any indication regarding the confidential nature or copyrights, trademark rights, trade names, or other intellectual property rights from that which has been delivered on the basis of the Agreement.
14.7 FocusCura is at all times entitled to make technical provisions to protect Services, Items, and/or Applications to which the Client or its customer is granted access, or to restrict their use in accordance with the Agreement. The Client and its customer may not remove or cause to be removed or bypass or cause to be bypassed any such technical provision.
14.8 FocusCura indemnifies the Client against any claim by a third party to the effect that the software, websites, databases, equipment, or materials developed by FocusCura itself infringe an intellectual property right of that third party. A condition is that the Client immediately informs FocusCura in writing of the existence and content of the claim and leaves the handling of that matter (including reaching an amicable settlement) entirely to FocusCura. In this respect, the Client will provide FocusCura with the necessary powers of attorney, information, and cooperation to enable it to defend itself.
14.9 The indemnity referred to in paragraph 12 of this Article lapses at the time when the claim is related to:
1. materials made available to FocusCura by the Client;
2. changes which the Client or its customer have made to the delivery made by FocusCura under the Agreement without the written consent of FocusCura.
14.10 If it is irrevocably established that the infringement of a third party's right or intellectual property right is the result of that which has been developed and delivered by FocusCura itself on the basis of the Agreement, or if, in FocusCura's opinion, there is a real chance that a right or intellectual property right will be infringed, FocusCura will, as far as possible, ensure that the Client or its customer can continue to use the delivered goods, or something functionally equivalent.
14.11 Any other indemnification obligation of FocusCura than included in this Article 14 due to an infringement of an intellectual property right of a third party is excluded. 14.12 FocusCura is not obliged to carry out data conversion, unless expressly agreed in writing.

15. Liability of FocusCura

15.1 FocusCura works with innovative products, as a result of which not all matters and consequences that these products can entail are known or can be estimated. FocusCura is therefore in no way liable for any damage experienced by the Client that occurred after the delivery of the Services and Items, if FocusCura was not aware of such damage before the delivery and which could reasonably have been expected to occur during the use of the Services and Items.
15.2 FocusCura is not liable for any damage resulting from the actions of the Client, or the Client's employees, or the Client's customers, in relation to the use of the Services and Items supplied (including improper use, changes to Items/Services/related software) or the taking of certain actions in response to an alarm call.
15.3 FocusCura is not responsible for the proper functioning of connections of internal networks of users of the Services and Items, KPN and/or other telecom or internet providers, which transmit signals from the Services and Items. FocusCura is therefore not liable for any damage in this respect.
15.4 FocusCura is not liable for any damage resulting from incorrect functioning of an Emergency Center and/or Health-Care Center, unless expressly agreed otherwise in writing.
15.5 If the Services and Items relate to the deployment of a Health-Care Center and no explicit written agreements have been made about care succession in this respect, FocusCura is not liable for actions taken by the Health-Care Center, caregivers, professional health-care providers, emergency services, or ambulance staff.
15.6 With regard to the Items, FocusCura is not liable for any damage inside or outside the Client's home, including infrastructure items such as cables, networks, electricity, etc., which is the result of:
a. burglary;
b. the application or removal of the Items by the Client, its employees, or customers;
c. misuse of the Items by the Client, its employees, customers, or third parties;
d. insufficient knowledge of the Items on the part of the Client, its employees, or customers;
e. insufficient availability of the necessary goods related to the Items at the Client's premises or its customers' premises;
f. changes to the settings of the Items by the Client, its employees, or customers;
g. reduced effectiveness of the Items due to weather conditions.
15.7 The exclusions of liability referred to in this Article apply to the current Installed Base as well as to new Orders.
15.8 The total liability of FocusCura due to an attributable failure in the performance of the Agreement or on any other legal ground (such as guarantee obligations), is limited to compensation of direct damage up to a maximum of the amount of the price stipulated in the Agreement (excl. VAT) for the Service, Item, and/or Application to which the damage-causing event relates.
15.9 If the event giving rise to the loss relates to the performance of a continuing performance contract with a term of more than one year, the price stipulated for that continuing performance contract will be set at the total of the payments (excl. VAT) stipulated for one year.
15.10 Under no circumstances will FocusCura's damages for direct loss as referred to in paragraph 2 of this Article, on any legal basis whatsoever, exceed the amount paid out by FocusCura's insurer in such a case.
15.11 FocusCura's total liability for damage resulting from death, personal injury, or material damage to property will never exceed 2,5 million euro.
15.12 FocusCura's liability for indirect damage, including but not limited to consequential damage, loss of profit, lost savings, reduced goodwill, business interruption, and damage as a result of claims by the Client's customer, is excluded. Damage caused by mutilation or loss of data and documents is also excluded.
15.13 The provisions of paragraphs 1 through 5 of this Article in no way affect the other exclusions and limitations of liability of FocusCura in these General Terms and Conditions and the Agreement.
15.14 In the event of intent or willful recklessness on the part of FocusCura's management, the limitations of liability cease to apply.
15.15 FocusCura's liability as a result of an attributable shortcoming in the performance of an Agreement arises exclusively:
1. if the Client immediately gives FocusCura written notice of default, whereby
2. FocusCura has been granted a reasonable period of time to remedy any shortcoming; and
3. FocusCura will continue to imputably fail to meet its obligations even after this period has elapsed.
15.16 A notice of default should contain as detailed a description as possible of the shortcoming, so that FocusCura is given the opportunity to respond appropriately.
15.17 The condition for the creation of a right to compensation is that the Client reports the damage to FocusCura as soon as possible, but within twelve months after the claim arises. A claim for damages lapses as a result of the mere passage of twelve months after the claim arose, unless the Client has instituted a claim for damages before the expiry of this term.
15.18 The Client indemnifies FocusCura against all claims by third parties for product liability resulting from a defect in a product or system that was supplied by the Client to its customer or to a third party and that also consisted of equipment, software, or other materials supplied by FocusCura, unless and insofar as the Client proves that the damage was caused by that equipment, software, or other materials supplied by FocusCura.
15.19 All limitations of liability and exclusions in these General Terms and Conditions also apply in favor of all legal and natural persons whose services FocusCura makes use of for the performance of the Agreement.
15.20 Unless explicitly agreed otherwise in the Agreement, the Services and Items provided by FocusCura are not considered medical devices. The Services and Items only relate to safety and communication, so that no liability can exist in respect of any damage related to medical means.

16. Force majeure

16.1 FocusCura and the Client are not obliged to fulfil any obligation, including agreed upon (such as guarantees) and/or legal obligations, if they are not able to do so due to force majeure.
16.2 Force majeure on the part of FocusCura is understood to mean, among other things: (1.) defective goods, equipment, software, or materials of third parties whose use the Client has prescribed FocusCura to use, (2.) government measures, (3.) failure of electricity or communication connections and/or networks and/or facilities (including Internet, data, telephones), (4.) general transport problems, (5.) war and terror, (6.) force majeure on the part of FocusCura's suppliers, (7.) failure to comply or to comply properly with the obligations of suppliers prescribed by the Client to FocusCura.
16.3 If the situation of force majeure lasts for more than 90 (ninety) days, FocusCura and the Client each have the right to terminate the Agreement in writing.
16.4 If an Agreement is terminated on the basis of the provisions of paragraph 2 of this Article, then what has been performed on the basis of the Agreement will be settled proportionally, without FocusCura or the Client otherwise owing anything to each other.

17. Applicable law and disputes

17.1 This Agreement and all agreements resulting from it are governed by Dutch law.
17.2 Any dispute relating to the conclusion, interpretation, or performance of the Agreement and any other dispute relating to the Agreement, will be settled by the competent court of the Central Netherlands District Court in Utrecht.