Terms and Conditions

Definitions

1. Neolook Solutions: Neoook Solutions BV, established in Utrecht, The Netherlands,

Chamber of Commerce no. 77050797.

2. Customer: the person with whom Neolook Solutions has entered into an agreement.

3. Parties: Neolook Solutions and customer together.

4. Consumer: a customer who is an individual acting for private purposes.

Applicability

1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements

and deliveries of services or products by or on behalf of NeoLook Solutions.

2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.

3. The parties expressly exclude the applicability of supplementary and/or deviating general

terms and conditions of the customer or of third parties.

Offers and quotations

1. Offers and quotations from Neolook Solutions are without engagement, unless expressly

stated otherwise.

2. An offer or quotation is valid for a maximum period of 3 months from its date, unless

another acceptance period is stated in the offer or quotation.

3. If the customer does not accept an offer or quotation within the applicable time frame, the

offer or quotation will lapse.

4. Offers and quotations do not apply to repeated orders, unless the parties have agreed upon

this explicitly and in writing.

Acceptance

1. Upon acceptance of a quotation or offer without engagement, Neolook Solutions reserves

the right to withdraw the quotation or offer within 3 days after receipt of the acceptance,

without any obligations towards the customer.

2. Verbal acceptance of the customer only commits Neolook Solutions after the customer has

confirmed this in writing (or electronically).

Prices

1. All prices used by Neolook Solutions are in euros, are exclusive of VAT and exclusive of any

other costs such as administration costs, levies and travel-, shipping- or transport expenses,

unless expressly stated otherwise or agreed otherwise.

2. Neolook Solutions is entitled to adjust all prices for its products or services, shown in its

shop, on its website or otherwise, at any time.

3. Increases in the cost prices of products or parts thereof, which Neolook Solutions could not

foresee at the time of making an offer or the conclusion of the agreement, may give rise to

price increases.

4. The consumer has the right to terminate an agreement as a result of a price increase as

referred to in paragraph 3, unless the increase is the result of statutory regulation.

5. The price with regard to services is determined by NeoLook Solutions on the basis of the

actual working hours.

6. The price is calculated according to the usual hourly rates of Neolook Solutions, valid for the

period in which he carries out the work, unless a different hourly rate has been agreed.

7. If the parties have agreed on a total amount for a service provided by Neolook Solutions,

this is always a target price, unless the parties have explicitly agreed upon in writing on a

fixed price, which can not be deviated from.

8. Neolook Solutions is entitled to deviate up to 10% of the target price.

9. If the target price exceeds 10%, Neolook Solutions must let the customer know in due time

why a higher price is justified.

10. If the target price exceeds 10%, the customer has the right to cancel the part of the order

that exceeds the target price by 10%.

11. Neolook Solutions has the right to adjust prices annually.

12. Neolook Solutions will communicate price adjustments to the customer prior to the

moment the price increase becomes effective.

13. The consumer has the right to terminate the contract with Neolook Solutions if he does not

agree with the price increase.

Services Payments and payment term

1. Neolook Solutions may, at the conclusion of the agreement, require a down payment of up

to 50% of the agreed amount.

2. The customer must have paid the full amount within 7 days after delivery of the product.

3. Payment terms are considered as fatal payment terms. This means that if the customer has

not paid the agreed amount at the latest on the last day of the payment term, he is legally in

default, without NeoLook Solutions having to send the customer a reminder or to put him in

default.

4. Neolook Solutions reserves the right to make a delivery conditional upon immediate

payment or to require adequate security for the total amount of the services or products.

Product Payments and payment term

Products are immediately paid for in the store.

Consequences of late payment

1. If the customer does not pay within the agreed term, NeoLook Solutions is entitled to

charge an interest of 1% per month from the day the customer is in default, whereby a part

of a month is counted for a whole month.

2. When the customer is in default, he is also due to extrajudicial collection costs and may be

obliged to pay any compensation to NeoLook Solutions.

3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial

collection costs.

4. If the customer does not pay on time, NeoLook Solutions may suspend its obligations until

the customer has met his payment obligation.

5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of

the customer, the claims of NeoLook Solutions on the customer are immediately due and

payable.

6. If the customer refuses to cooperate with the performance of the agreement by NeoLook

Solutions, he is still obliged to pay the agreed price to NeoLook Solutions.

Right of recovery of goods

1. As soon as the customer is in default, NeoLook Solutions is entitled to invoke the right of

recovery with regard to the unpaid products delivered to the customer.

2. NeoLook Solutions invokes the right of recovery by means of a written or electronic

announcement.

3. As soon as the customer has been informed of the claimed right of recovery, the customer

must immediately return the products concerned to NeoLook Solutions, unless the parties

agree to make other arrangements about this.

4. The costs for the collection or return of the products are at the expense of the customer.

Right of cancellation

1. A consumer may cancel an online purchase during a cooling-off period of 14 days without

giving any reason, provided that

• the product has not been used

• it is not a product that can spoil quickly, like food or flowers

• the product is not specially tailored for the consumer or adapted to its special needs

• it is not a product that may not be returned for hygienic reasons (underwear,

swimwear, etc.)

• the seal is still intact, when the product is a data carrier with digital content (DVDs,

CDs, etc.)

• the product is not a (holiday)trip, a transportation ticket, a catering order or a form of

leisure activity,

• the product is not a separate magazine or a loose newspaper

• the purchase does not concern an (assignment to) urgent repair

• the consumer has not renounced his right of cancellation

2. The reflection period of 14 days as referred to in paragraph 1 commences:

3. The consumer can notify his right of cancellation via info@neolooksolutions.com, if desired

by using the withdrawal form that can be downloaded via the website of NeoLook

Solutions, www.neolooksolutions.com.

4. The consumer is obliged to return the product to NeoLook Solutions within 14 days after the

notification of his right of cancellation, after which period his right of cancellation will lapse.

5. The costs for return are due NeoLook Solutions if the complete order is returned.

6. If the purchase costs and any other costs (such as shipping and return costs) are eligible for

reimbursement according to the law, NeoLook Solutions will refund these costs to the

consumer within 14 days of receipt of the timely appeal to the right of withdrawal, provided

that the consumer has returned the product to NeoLook Solutions in time.

Suspension of obligations by the customer

The customer waives the right to suspend the fulfillment of any obligation arising from this

agreement.

Right of retention

1. Neolook Solutions can appeal to his right of retention of title and in that case retain the

products sold by NeoLook Solutions to the customer until the customer has paid all

outstanding invoices with regard to NeoLook Solutions, unless the customer has provided

sufficient security for these payments.

2. The right of retention of title also applies on the basis of previous agreements from which

the customer still owes payments to NeoLook Solutions.

3. NeoLook Solutions is never liable for any damage that the customer may suffer as a result

of using his right of retention of title.

Settlement

The customer waives his right to settle any debt to Neolook Solutions with any claim

on Neolook Solutions.

Retention of title

1. Neolook Solutions remains the owner of all delivered products until the customer has fully

complied with all its payment obligations with regard to NeoLook Solutions under whatever

agreement with NeoLook Solutions including of claims regarding the shortcomings in the

performance.

2. Until then, Neolook Solutions can invoke its retention of title and take back the goods.

3. Before the property is transferred to the customer, the customer may not pledge, sell,

dispose of or otherwise encumber the products.

4. If Neolook Solutions invokes its retention of title, the agreement will be dissolved

and NeoLook Solutions has the right to claim compensation, lost profits and interest.

Delivery

1. Delivery takes place while stocks last.

2. Delivery takes place at NeoLook Solutions unless the parties have agreed upon otherwise.

3. Delivery of products ordered online takes place at the address indicated by the customer.

4. If the agreed price is not paid on time, NeoLook Solutions has the right to suspend its

obligations until the agreed price is fully paid.

5. In the event of late payment, the customer is automatically in default, and hereby he can not

object to late delivery by NeoLook Solutions.

Delivery period

1. Any delivery period specified by NeoLook Solutions is indicative and does not give the

customer the right to dissolution or compensation if this period is not met with, unless the

parties have expressly agreed otherwise in writing.

2. The delivery period starts after the customer has signed the agreement to NeoLook

Solutions and is confirmed in writing or electronically by NeoLook Solutions to the

customer.

3. Exceeding the specified delivery period does not entitle the customer to compensation or

the right to terminate the contract, unless NeoLook Solutions cannot deliver within 90 of

days late or if the parties have agreed upon otherwise.

Actual delivery

The customer must ensure that the actual delivery of the products ordered by him can take

place in time.

Transport costs

Transport costs are on behalf of the customer, unless the parties have agreed upon

otherwise.

Packaging and shipping

1. If the package of a delivered product is opened or damaged, the customer must have a note

drawn up by the forwarder or delivery person before receiving the product. In the absence

of which NeoLook Solutions may not be held liable for any damage.

2. If the customer himself takes care of the transport of a product, he must report any visible

damage to products or the packaging prior to the transport to NeoLook Solutions, failing

which NeoLook Solutions cannot be held liable for any damage.

Insurance

1. The customer undertakes to insure and keep insured the following items adequately against

fire, explosion and water damage as well as theft:

o goods delivered that are necessary for the execution of the underlying agreement

o goods being property of NeoLook Solutions that are present at the premises of the

customer

o goods that have been delivered under retention of title

2. At the first request of NeoLook Solutions , the customer provides the policy for these

insurances for inspection.

Storage

1. If the customer orders products later than the agreed delivery date, the risk of any quality

loss is entirely for the customer.

2. Any extra costs as a result of premature or late purchase of products are entirely at the

customer's expense.

Assembly / Installation

Although NeoLook Solutions strives to carry out all assembly and/or installation work as well

as possible, it does not bear any responsibility for this, except in case of intent or gross

negligence.

Guarantee

1. When parties have entered into an agreement with services included, these services only

contain best-effort obligations for NeoLook Solutions, not obligations of results.

2. The warranty relating to products only applies to defects caused by faulty manufacture,

construction or material.

3. The warranty does not apply in the event of normal wear and tear and damage resulting

from accidents, changes made to the product, negligence or improper use by the customer,

or when the cause of the defect can not clearly be established.

4. The risk of loss, damage or theft of the products that are the subject of an agreement

between the parties, will pass on to the customer when these products are legally and/or

factually delivered, at least are in the power of the customer or of a third party who receives

the product for the benefit of the customer.

Performance of the agreement

1. NeoLook Solutions executes the agreement to the best of its knowledge and ability and in

accordance with the requirements of good workmanship.

2. NeoLook Solutions has the right to have the agreed services (partially) performed by third

parties.

3. The execution of the agreement takes place in mutual consultation and after written

agreement and payment of the possibly agreed advance by the customer.

4. It is the responsibility of the customer that NeoLook Solutions can start the implementation

of the agreement on time.

5. If the customer has not ensured that NeoLook Solutions can start the implementation of the

agreement in time, the resulting additional costs and/or extra hours will be charged to the

customer.

Duty to inform by the customer

1. The customer shall make available to NeoLook Solutions all information, data and

documents relevant to the correct execution of the agreement to in time and in the desired

format and manner.

2. The customer guarantees the correctness, completeness and reliability of the information,

data and documents made available, even if they originate from third parties, unless

otherwise ensuing from the nature of the agreement.

3. If and insofar as the customer requests this, NeoLook Solutions will return the relevant

documents.

4. If the customer does not timely and properly provides the information, data or documents

reasonably required by NeoLook Solutions and the execution of the agreement is delayed

because of this, the resulting additional costs and extra hours will be charged to the

customer.

Duration of the agreement

1. The agreement between NeoLook Solutions and the customer is entered into for the

duration of 1 years, unless it results otherwise from the nature of the agreement or if the

parties have expressly agreed otherwise in writing.

2. If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended

contract at the end of the term, unless 1 of the parties terminates the contract with due

observance of a notice period of 2 month(s), or if a consumer terminates the agreement

with due observance of a notice period of 1 month / the agreement ends at the end of the

fixed term.

3. If the parties have agreed upon a term for the completion of certain activities, this is never a

strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the

customer must give NeoLook Solutions a written reasonable term to terminate the activities,

before it may either terminate the contract or claim damages.

Intellectual property

1. NeoLook Solutions retains all intellectual property rights (including copyright, patent rights,

trademark rights, design and design rights, etc.) on all designs, drawings, writings, data

carriers or other information, quotations, images, sketches, models, scale models, etc.,

unless parties have agreed otherwise in writing.

2. The customer may not copy or have copied the intellectual property rights without prior

written permission from NeoLook Solutions, nor show them to third parties and / or make

them available or use them in any other way.

Confidentiality

1. The client keeps any information he receives (in whatever form) from NeoLook

Solutions confidential.

2. The same applies to all other information concerning NeoLook Solutions of which he knows

or can reasonably suspect that it is secret or confidential, or of which it can expect that its

disclosure may cause damage to NeoLook Solutions.

3. The customer takes all necessary measures to ensure that he keeps the information

referred to in paragraphs 1 and 2 secret.

4. The obligation of secrecy described in this article does not apply to information:

o which was already made public before the customer heard this information or which

later became public without being the result of a violation of the customer's duty to

confidentiality

o which is made public by the customer due to a legal obligation

5. The obligation of confidentiality described in this article applies not only for the duration of

the underlying agreement, but also after its expiry.

Penalties

1. If the customer violates the articles of these general terms and conditions about secrecy or

intellectual property, then he forfeits on behalf of NeoLook Solutions an immediately due

and payable fine of € 5.000 for each violation and in addition an amount of 5% of the

aforementioned amount for each day that this violation continues.

2. No actual damage, prior notice of default or legal proceedings are required in forfeiting the

fine referred to in the first paragraph of this article.

3. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the

other rights of NeoLook Solutions including its right to claim compensation in addition to

the fine.

Indemnity

The customer indemnifies NeoLook Solutions against all third-party claims that are related to

the products and/or services supplied by NeoLook Solutions.

Complaints

1. The customer must examine a product or service provided by NeoLook Solutions as soon as

possible for possible shortcomings.

2. If a delivered product or service does not comply with what the customer could reasonably

expect from the agreement, the customer must inform NeoLook Solutions of this as soon as

possible, but in any case within 1 month after the discovery of the shortcomings.

3. Consumers must inform NeoLook Solutions of this within two months after detection of the

shortcomings.

4. The customer gives a detailed description as possible of the shortcomings, so that NeoLook

Solutions is able to respond adequately.

5. The customer must demonstrate that the complaint relates to an agreement between the

parties.

6. If a complaint relates to ongoing work, this can in any case not lead to NeoLook

Solutions being forced to perform other work than has been agreed.

Giving notice

1. The customer must provide any notice of default to NeoLook Solutions in writing.

2. It is the responsibility of the customer that a notice of default actually reaches NeoLook

Solutions (in time).

Joint and several Client liabilities

If Neolook Solutions enters into an agreement with several customers, each of them shall be

jointly and severally liable for the full amounts due to NeoLook Solutions under that

agreement.

Liability of Neolook Solutions

1. NeoLook Solutions is only liable for any damage the customer suffers if and insofar as this

damage is caused by intent or gross negligence.

2. If NeoLook Solutions is liable for any damage, it is only liable for direct damages that results

from or is related to the execution of an agreement.

3. NeoLook Solutions is never liable for indirect damages, such as consequential loss, lost

profit, lost savings or damage to third parties.

4. If NeoLook Solutions is liable, its liability is limited to the amount paid by a closed

(professional) liability insurance and in the absence of (full) payment by an insurance

company of the damages the amount of the liability is limited to the (part of the) invoice to

which the liability relates.

5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only

indicative and are only approximate and can not lead to any compensation and/or (partial)

dissolution of the agreement and/or suspension of any obligation.

Expiry period

Every right of the customer to compensation from NeoLook Solutions shall, in any case,

expire within 12 months after the event from which the liability arises directly or indirectly.

This does not exclude the provisions in article 6:89 of the Dutch Civil Code.

Dissolution

1. The customer has the right to dissolve the agreement if NeoLook Solutions imputably fails in

the fulfillment of his obligations, unless this shortcoming does not justify termination due to

its special nature or because it is of minor significance.

2. If the fulfillment of the obligations by NeoLook Solutions is not permanent or temporarily

impossible, dissolution can only take place after NeoLook Solutions is in default.

3. NeoLook Solutions has the right to dissolve the agreement with the customer, if the

customer does not fully or timely fulfill his obligations under the agreement, or if

circumstances give NeoLook Solutions good grounds to fear that the customer will not be

able to fulfill his obligations properly.

Force majeure

1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of NeoLook

Solutions in the fulfillment of any obligation to the customer cannot be attributed

to NeoLook Solutions in any situation independent of the will of NeoLook Solutions, when

the fulfillment of its obligations towards the customer is prevented in whole or in part or

when the fulfillment of its obligations cannot reasonably be required from NeoLook

Solutions .

2. The force majeure situation referred to in paragraph 1 is also applicable - but not limited to:

state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and

force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of

power, electricity, internet, computer or telecoms; computer viruses, strikes, government

measures, unforeseen transport problems, bad weather conditions and work stoppages.

3. If a situation of force majeure arises as a result of which NeoLook Solutions cannot fulfill

one or more obligations towards the customer, these obligations will be suspended

until NeoLook Solutions can comply with it.

4. From the moment that a force majeure situation has lasted at least 30 calendar days, both

parties may dissolve the agreement in writing in whole or in part.

5. NeoLook Solutions does not owe any (damage) compensation in a situation of force

majeure, even if it has obtained any advantages as a result of the force majeure situation.

Changes in the general terms and conditions

1. NeoLook Solutions is entitled to amend or supplement these general terms and conditions.

2. Changes of minor importance can be made at any time.

3. Major changes in content will be discussed by NeoLook Solutions with the customer in

advance as much as possible.

4. Consumers are entitled to cancel the agreement in the event of a substantial change to the

general terms and conditions.

Transfer of rights

1. The customer can not transfer its rights deferring from an agreement with NeoLook

Solutions to third parties without the prior written consent of NeoLook Solutions .

2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2)

Dutch Civil Code.

Consequences of nullity or annullability

1. If one or more provisions of these general terms and conditions prove null or annullable,

this will not affect the other provisions of these terms and conditions.

2. A provision that is null or annullable shall, in that case, be replaced by a provision that

comes closest to what NeoLook Solutions had in mind when drafting the conditions on that

issue.

Applicable law and competent court

1. Dutch law is exclusively applicable to all agreements between the parties.

2. The Dutch court in the district where NeoLook Solutions is established is exclusively

competent in case of any disputes between parties, unless the law prescribes otherwise.