Terms and Conditions

Last updated: 17 November 2025

Document Ref: SV2023-006-GENC-ORG-0005-01

Definitions

In these conditions, the following expressions shall have the following meanings:

"Company" means Smart Veritas B.V., a private limited liability company incorporated under the laws of the Netherlands.

"Customer" means the legal entity or natural person to which the tender or proposal is addressed and with whom the Company enters into an Agreement, including its employees, servants, agents, and authorised representatives.

"Tender" or "Proposal" means the technical and/or commercial proposal issued by the Company, including all specifications, drawings, calculations, methodologies, and other documentation provided therewith.

"Order" means the order placed by the Customer with the Company for the Engineering Services, NDT Services, Goods, and/or other work specified in the Tender or Proposal.

"Agreement" means the specific written contract or acknowledgement of order, with appendices, between the Company and the Customer, including these terms and conditions, which form an integral and inseparable part thereof. The Agreement can only be established by express written acceptance by both parties.

"Engineering Services" means all engineering services provided by the Company, including but not limited to design, analysis, calculations, simulations, feasibility studies, concept development, detail engineering, structural analysis, finite element analysis (FEA), computational fluid dynamics (CFD), engineering drawings, specifications, technical documentation, engineering studies, risk assessments, and all other engineering activities.

"NDT Services" or "Non-Destructive Testing Services" means all inspection and testing services provided by the Company, including but not limited to ultrasonic testing, radiographic testing, magnetic particle testing, liquid penetrant testing, visual inspection, eddy current testing, thermography, acoustic emission testing, and all related inspection activities, whether performed on-site or at the Company's facilities.

"Services" means collectively the Engineering Services, NDT Services, and any other services that the Company has undertaken to provide, including but not limited to surveys, inspections, technical assistance, maintenance, advice, training, and all acts related to these Services, such as preparation, investigation, reporting, certification, and documentation.

"Work Product" means all tangible and intangible results, deliverables, and materials created, developed, or produced by the Company in the performance of Engineering Services, including but not limited to: all designs, models (including CAD models, FEA models, CFD models, and all other computational models), drawings, calculations, reports, studies, analyses, specifications, methodologies, software, source code, algorithms, documentation, data, databases, know-how, concepts, processes, techniques, and any other materials or intellectual property created in connection with the Services, in any form or medium, whether completed or in progress.

"Intellectual Property Rights" means all intellectual and industrial property rights of any kind, including but not limited to copyrights, patents, design rights, database rights, trade secrets, know-how, trademarks, trade names, and all other proprietary rights, whether registered or unregistered, and all applications for registration thereof, existing anywhere in the world.

"Goods" means any item, equipment, or materials the Company has undertaken to supply, including software, hardware, spare parts, testing equipment, certificates, and documentation.

"Delivery" means the delivery of the Goods and/or the provision of Services as agreed in the Agreement.

"Personnel" means all personnel either directly or indirectly employed or engaged by the Company, including engineers, inspectors, technicians, subcontractors, and representatives.

"Tender Price" or "Proposal Price" means the price stated in the Tender or Proposal.

"Contract Price" means the Tender Price if accepted by the Customer within the period specified, or such adjusted price as may be substituted by the Company.

General

2.1 These terms and conditions apply to all Tenders, Proposals, quotations, offers, and Agreements issued or entered into by the Company, and supersede any previous terms and conditions.

2.2 No variations, modifications, or deviations from these conditions are valid unless explicitly accepted in writing and signed by an authorised representative of the Company. Silence or inaction by the Company shall never constitute acceptance of deviating terms.

2.3 Any terms and conditions of the Customer, including but not limited to purchase order terms, general terms, or other contractual provisions referenced or attached by the Customer, are explicitly rejected and shall not be applicable or binding to the Company unless the Company has expressly accepted such terms in a separate written document signed by both parties. The mere reference to such terms by the Customer, their inclusion in purchase orders, acceptance of orders, or any conduct or omission by the Company (including performance of services or delivery of goods) shall NOT constitute acceptance of the Customer's terms.

2.4 In the event of any conflict or inconsistency between these terms and conditions, the specific terms of the Agreement, and any other documents, the following order of precedence shall apply:

Any terms specifically negotiated and set forth in a written Agreement signed by both parties.
These General Terms and Conditions.
The technical and commercial specifications in the Tender or Proposal.

2.5 The Agreement, including these terms and conditions, replaces and supersedes all prior oral and written agreements, understandings, negotiations, and discussions between the parties concerning the subject matter hereof.

2.6 All offers, Tenders, and Proposals of the Company are without obligation and subject to confirmation, unless expressly stated otherwise in writing. The Company reserves the right to withdraw or modify any offer at any time prior to written acceptance by the Customer.

2.7 All Tenders and Proposals are exclusive of VAT (BTW) and are valid for thirty (30) days from the date thereof, unless otherwise stated. The Company reserves the right to increase the price if acceptance is not received within the validity period.

2.8 The Customer must accept a Tender or Proposal in writing. Acceptance is only effective upon receipt of written confirmation from the Company.

2.9 If the Company commences performance of Services without a signed Agreement, such commencement shall be deemed acceptance of an Order by the Company, and these terms and conditions shall apply in full unless otherwise agreed in writing.

2.10 The Company may adjust the Contract Price without prior notice to or approval of the Customer in case of:

Increases in costs imposed by third parties.
Changes in applicable laws, regulations, standards, or codes.
Currency fluctuations.
Changes in scope requested by the Customer.
Any delays or changes caused by the Customer.

2.11 The Agreement is conditional upon the Company obtaining all relevant export licenses, permits, and approvals required for performance.

2.12 The Company shall be entitled to subcontract or assign any part of its rights and obligations under the Agreement to qualified third parties. The Company remains responsible for the proper performance of subcontracted work.

Intellectual Property Rights and Work Product Ownership

3.1 All Intellectual Property Rights in the Company's pre-existing knowledge, methodologies, tools, templates, procedures, software, and computational models (including FEM models, CFD models, CAD libraries, analysis tools, and all source files) developed independently of this Agreement shall remain the exclusive property of the Company. This shall be referred to as "background IP" here forth.

3.2 The Customer acknowledges and agrees that the Company retains full ownership of all pre-existing Intellectual Property Rights, background intellectual property, tools, templates, methodologies, techniques, know-how, computational procedures, algorithms, and any other intellectual property owned or developed by the Company prior to or independently of the Agreement.

3.3 Upon full payment of all amounts due under the Agreement, the Customer shall own all Intellectual Property Rights in the specific deliverables created for the Customer, including:

Final engineering drawings and specifications created specifically for the Customer's project.
Calculation reports and analysis results documented in .pdf format.
Technical reports and documentation prepared as project deliverables.
Project-specific designs as documented in drawings and specifications.

3.4 For the avoidance of doubt, ownership of deliverables under this Article 3.2 does not include:

Computational models of any kind (FEM, CFD, CAD models, simulation models).
Source files, input files, or model databases.
Methodologies, procedures, or analytical techniques.
Software, algorithms, or computational tools.
Templates, standards, or calculation methods.
Any "background IP" as defined in Article 3.1.

3.5 Upon full payment of all amounts due under the Agreement, the Customer receives a perpetual, non-exclusive, non-transferable license to use the deliverables (drawings, reports, specifications, and documentation) for the following purposes:

The specific project for which the deliverables were created including construction, fabrication, and installation; procurement of materials and equipment; obtaining permits, approvals, and regulatory authorisations; and project execution and commissioning.
Related activities on the same asset, facility, or structure, including future modifications, expansions, or upgrades to the same asset; maintenance, repair, and replacement activities; life extension or refurbishment programs; and structural assessments and integrity evaluations of the same asset.
The Customer may share deliverables with contractors, subcontractors, and suppliers involved in the project; consulting engineers for peer review or verification purposes; regulatory authorities, classification societies, and certification bodies; insurance providers and surveyors; financing parties and lenders requiring technical documentation; and the Customer's employees, agents, and authorised representatives.

3.6 Provided that all such third parties are informed that the deliverables are confidential and proprietary to the Company and shall be used solely for the intended project purpose.

3.7 The Customer may modify drawings, specifications, and documentation for the intended project purpose, provided that:

All modifications are clearly marked and attributed to the party making the modification.
The Company's name and original content are appropriately identified.
The Company is released from all liability for modified deliverables or any consequences arising from modifications.
Modified deliverables clearly indicate they have been altered from the Company's original work.

The Customer shall not:

Use deliverables for projects other than those specified in Article 3.3(a) and (b) without the Company's prior written consent.
Remove or alter copyright notices, proprietary legends, or attribution to the Company.
Commercialize or resell the deliverables as standalone products or services.
Extract or reverse engineer the Company's proprietary methodologies or techniques from the deliverables.

3.8 All models, including but not limited to CAD models, finite element analysis models, computational fluid dynamics models, thermal models, structural models, simulation models, and any other computational or analytical models created by the Company, together with all source files, input files, mesh files, material databases, and model documentation, remain the exclusive and permanent property of the Company under all circumstances.

3.9 Computational models and source files shall never be transferred, licensed, or provided to the Customer or any third party, regardless of payment or other consideration, unless a separate written agreement explicitly addressing model transfer is executed by both parties with specific additional fees.

3.10 The Customer receives only:

Output results in report format.
Graphical representations as documentation.
Summary data and analysis conclusions as specified in the Agreement.
Technical reports documenting model assumptions, methodology, and results.

3.11 The Customer has no right to modify, adapt, reverse engineer, decompile, or create derivative works from any computational models. Any request for model modifications or parametric studies shall be performed exclusively by the Company for additional fees.

3.12 The Company shall retain all models for its records and may reuse modelling techniques, methodologies, and approaches (excluding Customer confidential information) for other projects.

3.13 The Customer shall keep confidential all proprietary methodologies, techniques, procedures, and knowledge disclosed by the Company in the course of performing Services. The Customer shall not disclose such proprietary information to third parties without the Company's prior written consent.

3.14 This confidentiality obligation does not apply to:

Information already in the public domain through no fault of the Customer.
Information independently developed by the Customer without use of the Company's proprietary information.
Information lawfully obtained from third parties without confidentiality restrictions.
Information required to be disclosed by law, regulation, or court order (with prior notice to the Company where possible).

3.15 Deliverables provided to the Customer under Article 3.3 may be shared as specified therein and are not subject to this confidentiality provision, provided such deliverables do not contain the Company's proprietary methodologies or techniques.

3.16 Upon completion or termination of the Agreement:

The Customer shall retain all deliverables (drawings, reports, specifications) provided under Article 3.2 and licensed under Article 3.3, subject to the license terms.
The Customer shall return to the Company or destroy (at the Company's option) any computational models, source files, or input files inadvertently provided; any draft materials, working documents, or preliminary analyses marked as "draft" or "preliminary"; and any proprietary methodologies, procedures, or technical documentation marked as "Company confidential" or "proprietary".
The Customer shall provide written certification of destruction if requested by the Company, but only for materials specified in Article 3.6(b), not for final deliverables.

3.17 The Customer may engage independent third-party professional engineers or consultants to review the Company's deliverables for purposes of:

Quality assurance and peer review.
Code compliance verification.
Design validation and checking.
Regulatory approval processes.
Independent technical assessment.
Due diligence for financing or transactions.

3.18 Such third-party reviewers shall:

Execute a confidentiality agreement reasonably acceptable to the Company before receiving deliverables.
Use deliverables solely for the review purpose and the Customer's project.
Not receive or have access to any computational models, source files, or proprietary methodologies.
Acknowledge that any review does not relieve the Company of its obligations nor transfer liability to the reviewing party.
The Company shall cooperate reasonably with independent reviewers, including responding to technical questions and clarifications, provided such cooperation does not require disclosure of proprietary methodologies or excessive time commitment beyond normal professional practices.

3.19 The Customer retains perpetual rights to use all deliverables for the operation, maintenance, and management of the designed asset, facility, or structure, including operations and maintenance, asset management, regulatory and safety, and future modifications as detailed in the full terms.

3.20 Provided that any new design work, modifications, or re-engineering beyond normal operations and maintenance shall be subject to a separate agreement with the Company or, if performed by others, clearly distinguished from the Company's original work with appropriate disclaimers.

3.21 Nothing in this Article 3 shall limit or exclude the Company's professional liability for errors, omissions, or negligence in the engineering services performed, as set forth in Article 7 (Liability).

3.22 The Company remains fully responsible for:

The accuracy and adequacy of deliverables produced under the Agreement.
Compliance with applicable codes, standards, and regulations specified in the Agreement.
The professional quality of engineering services provided.
Errors or omissions resulting from failure to exercise reasonable skill and care.

3.23 The allocation of Intellectual Property Rights under this Article 3 does not transfer to the Customer:

Responsibility for the Company's professional errors or omissions.
Liability for defects in the Company's original work.
Professional liability insurance obligations.
Accountability for the Company's performance of Services.

3.24 Once deliverables are modified by the Customer or third parties under Article 3.3(d), responsibility for those modifications and their consequences transfers to the modifying party. The Company is not liable for:

Errors introduced by modifications made without the Company's involvement.
Consequences of using deliverables beyond the scope specified in Article 3.3.
Misapplication or misinterpretation of deliverables by the Customer or third parties.
Use of outdated deliverables after superseding information is provided.

3.25 Any claims relating to professional liability shall be governed by Articles 7.10 (Time Limitations) and Article 9 (Applicable Law and Jurisdiction), regardless of IP ownership allocation.

3.26 In the event the Customer requests transfer of ownership of computational models, source files, or other Intellectual Property Rights beyond the standard licensing in Article 3.3, such transfer shall only be effective if:

The parties execute a separate Intellectual Property Assignment Agreement explicitly detailing the scope of transferred rights.
The Customer pays additional fees for such transfer, calculated based on development effort and investment in the models and methodologies; strategic value of the intellectual property; and agreed restrictions on the Company's future use.

3.27 The transferred rights are clearly defined, including:

Specific models, files, or IP being transferred.
Permitted uses and restrictions.
Rights to derivative works and modifications.
Ongoing support and maintenance obligations, if any.

3.28 Appropriate disclaimers and liability limitations are included in the IP Assignment Agreement.

3.29 Unless such explicit transfer agreement exists and has been fully paid, all Intellectual Property Rights remain with the Company as specified in this Article 3.

3.30 The Customer shall indemnify and hold harmless the Company from any claims, damages, costs, or expenses arising from:

The Customer's unauthorised use, modification, reproduction, or distribution of Work Product beyond the scope licensed in Article 3.3.
Breach of the confidentiality obligations in Article 3.5.
Unauthorised disclosure or commercialization of the Company's proprietary methodologies or techniques.
Use of deliverables for purposes or projects not authorised under this Article 3.
Failure to properly attribute or identify modifications made by the Customer under Article 3.3(d).
Infringement claims by third parties resulting from the Customer's modifications or misuse of deliverables.

3.31 This indemnification obligation is in addition to, and not in limitation of, the Customer's indemnification obligations under Article 7.8.

Obligations of the Customer

4.1 Once the Order has been accepted by the Company or the Tender has been accepted by the Customer, it cannot be cancelled or modified without the Company's prior written consent. Any cancellation or modification approved by the Company may be subject to cancellation fees and charges for work already performed.

4.2 The Customer warrants that the Company will be enabled to commence and perform the Services immediately upon arrival of the Company's Goods or Personnel and without interruption. The Customer shall make all necessary arrangements before the arrival of the Company's Goods or Personnel to ensure work can commence on the agreed date and proceed without delay.

4.3 The Customer shall provide the Company with accurate, complete, and timely information, data, specifications, documentation, and access to facilities as reasonably required for the performance of Engineering Services and NDT Services. The Customer acknowledges that the quality and timeliness of the Company's Services depend on the accuracy and completeness of information provided by the Customer.

4.4 The Customer shall designate a qualified representative with authority to make decisions and provide approvals on behalf of the Customer. This representative shall be available for consultation during the performance of Services.

4.5 Where Services are to be performed at the Customer's premises or at any location designated by the Customer, the Customer shall take all measures prescribed by law and any other reasonable measures necessary for the prevention of accidents and protection of health and safety. This includes but is not limited to providing a safe working environment, conducting risk assessments, implementing safety procedures, providing safety equipment and personal protective equipment, and ensuring compliance with all applicable health and safety regulations.

4.6 The Company is entitled to refuse to perform or to suspend performance of Services if, according to the Company's reasonable judgment, the safety of its Personnel is not sufficiently guaranteed or working conditions are unsafe. Such refusal or suspension shall not constitute a breach of the Agreement by the Company.

4.7 The Customer shall provide the Company's Personnel with safe and unobstructed access to all areas, equipment, and facilities necessary for the performance of Services, including adequate lighting, ventilation, and environmental conditions suitable for the work to be performed.

4.8 The Customer indemnifies and holds harmless the Company against any claims, losses, damages, costs, and expenses (including legal fees) arising from or related to:

Accidents, injuries, or death of the Company's Personnel or third parties.
Damage to property.
Any other incidents occurring at the Customer's premises or work location, except to the extent directly caused by the gross negligence or wilful misconduct of the Company.

4.9 Any equipment, tools, or transportation made available by the Customer shall be safe, properly maintained, and in perfect working condition. The Customer warrants that all such equipment complies with applicable safety standards and regulations.

4.10 The Customer warrants that all documents, permits, licenses, visas, and authorizations required in connection with the import and export of Goods, entry and stay of Personnel in the country, and access to the Customer's facilities shall be obtained by the Customer and be available prior to the arrival of Goods or Personnel.

4.11 The Customer shall provide the Company, at no charge, with all information, data, drawings, specifications, technical documentation, historical records, inspection reports, maintenance logs, and other information reasonably required for the proper performance of Engineering Services and NDT Services.

4.12 The Customer warrants that all information provided to the Company is accurate, complete, and up to date. The Company is entitled to rely on the accuracy of information provided by the Customer and shall not be liable for any errors, defects, or deficiencies in the Services resulting from inaccurate, incomplete, or outdated information provided by the Customer.

4.13 The Customer shall keep all information, documentation, Work Product, and Intellectual Property Rights received from the Company strictly confidential and shall use such information solely for the purposes of the Agreement. The Customer shall return all such information and materials to the Company upon request or upon completion or termination of the Agreement.

Performance of Services

5.1 The place of performance shall be specified in the Agreement. If not specified, the Company shall determine the place of performance after consultation with the Customer.

5.2 Time periods for performance shall be specified in the Agreement. Any different time or period shall only be binding if agreed in writing by the Company. All times and periods are estimates only and shall not be considered of the essence unless expressly agreed otherwise in writing.

5.3 Time periods for performance shall commence only when:

All contractual obligations of the Customer have been fulfilled.
All required payments have been received.
All required information and documentation have been provided.
All necessary permits and approvals have been obtained.
All other preconditions have been satisfied.

5.4 For Engineering Services, dates specified in the Agreement for delivery of designs, calculations, reports, or other deliverables are estimates only. The Company shall make reasonable efforts to meet such dates, but shall not be liable for any delays unless caused by the Company's gross negligence or wilful misconduct.

5.5 If performance is delayed due to any act, omission, or default of the Customer, including failure to fulfil any obligation under Article 4, the Company shall be entitled to extend the time for performance by a period at least equal to the delay caused. The Customer shall bear all additional costs resulting from such delays.

5.6 The Company shall be entitled to extend the time for performance if:

Advance payment or any other contractual payment has not been received.
Required security or guarantees have not been provided.
Required information, documentation, or approvals have not been provided.
Site conditions or access are not available.
Any other condition precedent has not been fulfilled.

5.7 In the event of delay in performance caused solely by the Company's fault (excluding force majeure or Customer-caused delays), and only after written notice and a grace period of fourteen (14) days, the Customer may claim liquidated damages of 0.5% per completed week of delay, calculated on the value of the delayed portion of Services. Liquidated damages shall in no case exceed 5% of the value of the delayed portion. Liquidated damages shall be the Customer's sole and exclusive remedy for delay, and no other damages shall be payable.

5.8 Liquidated damages for delay shall only be payable if:

The Customer proves that actual damages were suffered as a direct result of the delay.
The delay was caused solely by the Company's gross negligence or wilful misconduct.
Time was expressly made of the essence in the Agreement.
The Customer has fulfilled all its own obligations under the Agreement.

5.9 In case of force majeure or any occurrence beyond the reasonable control of the Company, including but not limited to: fire, explosion, war, terrorism, riots, strikes, lockouts, civil disorder, natural disasters, epidemics, pandemics, quarantine measures, government actions, import/export restrictions, currency restrictions, unavailability of materials, equipment or personnel, failure of suppliers or subcontractors, utility failures, or any other unforeseeable circumstances, the time for performance shall be extended by at least the period of the force majeure event plus a reasonable period for remobilization.

5.10 Engineering Services shall be performed in accordance with good engineering practice and applicable industry standards current at the time of performance. Unless explicitly stated otherwise in the Agreement, the Company does not guarantee or warrant any specific results, performance characteristics, or outcomes from Engineering Services.

5.11 The Company shall perform Engineering Services based on:

Information, data, and requirements provided by the Customer.
Applicable codes, standards, and regulations specified in the Agreement or applicable at the time.
The scope of work defined in the Agreement. The Company is not responsible for verifying the accuracy of Customer-provided information unless such verification is explicitly included in the scope of Services.

5.12 Engineering calculations, analyses, and designs are based on assumptions, simplifications, and engineering judgment appropriate to the scope and purpose of the work. The Customer acknowledges that engineering involves uncertainties and that results may vary from predictions due to factors beyond the Company's control.

5.13 Any review comments, recommendations, or approvals provided by the Customer shall not relieve the Company of its obligations nor transfer liability to the Customer, unless explicitly agreed otherwise in writing.

5.14 NDT Services shall be performed in accordance with the applicable codes, standards, and procedures specified in the Agreement or, if not specified, in accordance with generally accepted industry practices and the Company's standard procedures.

5.15 The Customer acknowledges that NDT Services have inherent limitations and that no inspection method can detect all defects or discontinuities. The Company's obligation is limited to performing the specified inspections in accordance with applicable standards and reporting findings in accordance with the Agreement.

5.16 The Company does not warrant or guarantee that all defects, flaws, or discontinuities will be detected, nor does the Company assume responsibility for the fitness for purpose, structural integrity, or safety of inspected items except as explicitly stated in the inspection report.

5.17 Inspection results and reports are based on the condition of the item at the time of inspection and on the specific areas and parameters inspected as defined in the scope of work. The Company is not responsible for detecting defects in areas not inspected or for changes in condition occurring after the inspection date.

5.18 The Customer is solely responsible for decisions regarding acceptance, rejection, repair, or continued use of inspected items based on inspection reports. The Company's role is limited to reporting findings and does not include making decisions on fitness for service unless explicitly agreed otherwise.

5.19 Services shall be deemed completed when:

The Company notifies the Customer that Services have been completed, and a protocol of acceptance is signed by both parties; or
Eight (8) days have elapsed from the Company's notification of completion, and the Customer has not provided written objections; or
The Customer commences use or operation of the Goods or Work Product without the Company's approval during the period of performance.

5.20 The Customer shall have no right to reject Services or withhold acceptance due to minor deficiencies that do not materially affect functionality or compliance with specifications, provided the Company agrees to remedy such deficiencies within a reasonable time.

5.21 Unless otherwise agreed, Services shall be performed during normal business hours in accordance with industry practice. A normal working day is considered eight (8) hours. A working week consists of five (5) working days (Monday through Friday), excluding public holidays.

5.22 Work performed outside normal working hours, on weekends, or on public holidays shall be charged separately at overtime rates as specified in the Company's rate schedule or as agreed in the Agreement.

5.23 The Company's Personnel shall, where practicable, be guided by operational conditions at the Customer's premises, but the Company reserves the right to organize work schedules as necessary to complete Services efficiently and safely.

5.24 Any waiting time or downtime caused by factors beyond the Company's control, including delays caused by the Customer, shall be charged to the Customer as normal working time at the applicable hourly rates.

5.25 The Company is entitled to replace Personnel with other qualified personnel at any time during performance of Services without prior notice to the Customer.

5.26 Changes in regulations, codes, standards, or classification society rules occurring after execution of the Agreement shall not be grounds for liability of the Company. Any modifications required to ensure compliance with changed regulations shall be subject to additional charges.

Liability

7.1 The Company shall maintain and keep in force during the term of the Agreement the following insurance coverage with reputable insurers:

Public/General Liability Insurance for a minimum sum of EUR 2,000,000 per occurrence.
Professional Indemnity Insurance for a minimum sum of EUR 1,000,000 per claim.
Employers' Liability Insurance for a minimum sum of EUR 5,000,000 per occurrence.

7.2 Evidence of the Company's compliance with these insurance obligations may be requested by the Customer at any time and shall be provided within ten (10) business days of such request. The maintenance of insurance does not limit the Company's liability under this Agreement beyond the caps and limitations specified herein.

7.3 Each Party is liable for its attributable default towards the other Party. An attributable default includes breach of the Agreement or negligent performance of obligations hereunder unless such default is due to a cause for which the Party is not responsible under applicable law.

7.4 Neither Party excludes nor limits its liability for:

Death or personal injury resulting from its negligence or that of its employees, agents, or subcontractors.
Fraud or fraudulent misrepresentation.
Intent or wilful misconduct with certainty that such loss, damage, delay, or expense would likely result.
Any other liability that cannot be excluded or limited under applicable mandatory law.

7.5 Subject to Article 7.2, the Company's liability is limited to compensating the Customer for direct damages incurred by the Customer and caused solely by the Company's attributable default.

7.6 The Company's liability for each incident or series of related incidents giving rise to a claim or claims shall not exceed a sum equal to two (2) times the Fees paid or payable for the Services that caused the damage, or that gave rise to the cause of action, up to an absolute maximum of one million euros (EUR 1,000,000). For the avoidance of doubt:

The multiplier in Article 7.3 applies on a per-incident basis.
The EUR 1,000,000 cap is an aggregate maximum for all claims under the Agreement.
Where multiple incidents arise from a common root cause or related circumstances, they shall be treated as a series of related incidents subject to a single cap.

7.7 The Company's total aggregate liability for all claims arising out of or related to the Agreement, whether in contract, tort (including negligence), breach of warranty, strict liability, or otherwise, shall in no circumstances exceed EUR 1,000,000.

"Direct damages" for purposes of this Article 7 means only those damages that flow naturally and directly from the Company's attributable default without any intervening cause. Direct damages only include:

Reasonable and documented costs to correct or remedy defects in Services performed by the Company.
Reasonable and documented costs to re-perform Services that were defectively performed.
Additional professional fees necessarily and reasonably incurred as a direct result of proven errors or omissions by the Company.
Other losses that are the immediate and direct consequence of the Company's breach, with no contributory or intervening causes.

7.8 Direct damages exclude consequential or indirect losses or damages. Neither Party shall under any circumstances be liable for any consequential or indirect loss or damages, including but not limited to:

Loss or deferral of profit, revenue, or anticipated savings.
Cost of capital or financing cost.
Interruption of business or loss of business opportunity.
Loss or deferral of production.
Idle time, downtime costs, or standby expenses.
Increased operating costs or costs of delays.
Loss of contracts, goodwill, or reputation.
Claims by the Customer's customers or other third parties for economic losses.
The costs pertaining to the realisation of an object in relation to which the Services were performed should the Services have been executed without defects (betterment or cost-to-complete).
Loss of or damage to equipment and other items placed at the Company's disposal by or on behalf of the Customer, however such loss or damage occurs.
Environmental contamination, pollution, or remediation costs (except as required by mandatory law).

7.9 These exclusions apply in each case without exception and regardless of cause, whether arising by way of breach of these Terms and Conditions or the Agreement, pursuant to any indemnity (except where a specific indemnity explicitly states otherwise), in tort (including the tort of negligence), breach of duty, whether statutory or otherwise, or any other legal theory. These exclusions apply even if the Party has been advised of the possibility of such damages and even if limited remedies provided herein fail of their essential purpose.

7.10 The Company warrants that Engineering Services will be performed with the reasonable skill, care, and diligence ordinarily exercised by qualified professional engineers practising in the same discipline and under similar circumstances.

7.11 The Customer acknowledges that engineering design, analysis, and calculations involve:

Application of scientific and engineering principles with inherent uncertainties.
Use of assumptions, simplifications, and engineering judgment appropriate to the scope and complexity of the work.
Reliance upon the accuracy and completeness of information, data, and requirements provided by the Customer.
Limitations of analytical methods, computational models, and simulation tools.

7.12 The Company makes no warranty regarding achievement of specific performance characteristics, results, or outcomes, unless such results are explicitly guaranteed in writing in the Agreement.

7.13 The Company shall not be liable for variations in engineering results that fall within generally accepted engineering tolerances or professional standards of accuracy.

7.14 The Company warrants that NDT Services will be performed in accordance with the applicable codes, standards, procedures, and acceptance criteria specified in the Agreement or, if not specified, in accordance with generally accepted industry practices.

7.15 The Customer acknowledges that Non-Destructive Testing has inherent limitations:

No inspection method can guarantee detection of all defects, flaws, or discontinuities.
Inspection results are subject to interpretation within industry standards and depend upon the inspector's qualification and experience.
Detectability of defects depends on their size, orientation, location, depth, material properties, and the inspection method employed.
Inspection is performed only on accessible areas and parameters as defined in the scope of work.

7.16 The Company's obligation is limited to performing inspections in accordance with specified procedures and reporting findings. The Company makes no warranty regarding the fitness for service, structural integrity, remaining life, or safety of inspected items.

7.17 Inspection results and reports reflect the condition of the item at the time and location of inspection only. The Company is not responsible for detecting defects in areas not inspected or for changes in condition occurring after the inspection date.

7.18 The Company shall not be liable for any damages, losses, expenses, or claims arising from or related to:

Inaccurate, incomplete, misleading, outdated, or erroneous information, data, drawings, specifications, or requirements provided by the Customer or third parties.
Failure of the Customer to fulfil any obligation under the Agreement, including obligations in Article 4.
Acts, omissions, decisions, negligence, or wilful misconduct of the Customer, its employees, agents, contractors, or third parties.
Decisions made by the Customer regarding design acceptance, construction methods, material selection, continued operation, repair, or replacement based on the Company's Services, reports, or recommendations.
Use of Work Product, deliverables, or reports for any purpose, project, or application other than the specific purpose and project for which they were created.
Modifications, alterations, adaptations, or changes to the Company's Work Product, designs, models, or recommendations made by the Customer or third parties without the Company's prior written approval.
Changes in applicable laws, regulations, codes, standards, or classification society rules occurring after the date of completion of the relevant Services.
Force majeure or any other circumstances beyond the Company's reasonable control as defined in Article 5.
Normal wear and tear, ageing, corrosion, erosion, fatigue, creep, deterioration, or other time-dependent degradation of inspected or analysed items.
Construction defects, workmanship issues, material defects, or quality control failures (unless detection of such issues was explicitly within the scope of Services).
Defects, conditions, or discontinuities existing in inspected items but not detectable by the specified inspection method, procedure, or technique.
The inherent nature, characteristics, or limitations of the Customer's facilities, equipment, processes, or operations.

7.19 The Customer shall indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, shareholders, employees, agents, and subcontractors from and against any and all third-party claims, demands, actions, suits, proceedings, liabilities, judgments, losses, damages, costs, and expenses (including reasonable attorneys' fees and legal costs) arising from or related to:

Breach of the Agreement by the Customer or failure to fulfil any obligation hereunder.
Negligence, gross negligence, or wilful misconduct of the Customer, its employees, agents, or contractors.
Unsafe or hazardous working conditions at the Customer's premises or at locations designated by the Customer, including failure to comply with health and safety regulations.
Personal injury, illness, death, or property damage occurring at the Customer's premises or work locations, except to the extent directly and solely caused by the Company's gross negligence or wilful misconduct.
Unauthorised use, modification, reproduction, disclosure, distribution, or commercialisation of the Company's Work Product, Intellectual Property Rights, confidential information, or proprietary methodologies.
Claims by third parties arising from the Customer's use, application, or reliance upon Services, reports, recommendations, or Work Product provided by the Company.
Use of inaccurate, incomplete, or misleading information, data, or specifications provided by the Customer to the Company.
Failure to obtain or maintain necessary permits, licenses, approvals, authorisations, or third-party consents required for the project or the Customer's use of Services.

7.20 This indemnification obligation shall not apply to the extent that claims arise directly and solely from the Company's breach of the Agreement, negligence, gross negligence, or wilful misconduct, as finally determined by a court of competent jurisdiction or agreed in writing by the Company.

7.21 Where required to avoid, mitigate, and minimise damages, both Parties shall:

Take all reasonable precautions and mitigating actions to prevent or reduce damages, losses, or expenses.
Promptly and timely inform the other Party of any circumstances, conditions, events, or developments that may cause, contribute to, or increase damages.
Cooperate in good faith with the other Party in investigating potential or actual problems and implementing corrective measures.
Act reasonably and prudently to contain, limit, or reduce damages once a problem is identified.

7.22 Failure by either Party to take reasonable mitigation measures may reduce or eliminate the other Party's liability to the extent that damages could have been reasonably avoided, reduced, or mitigated. The non-breaching Party may not recover damages that could have been avoided through reasonable efforts.

7.23 Any claim for damages, defects, or deficiencies must be notified to the Company in writing with reasonable particularity within the following time periods:

For patent (obvious) defects: thirty (30) days from completion of the relevant Services or delivery of deliverables.
For latent defects in Engineering Services: twelve (12) months from completion of Services or from the date when the defect was discovered or reasonably should have been discovered by the Customer exercising reasonable diligence, whichever occurs first.
For NDT Services: sixty (60) days from the inspection date or issuance of the inspection report, whichever is later.

7.24 All legal actions, suits, or proceedings arising out of or relating to the Agreement must be commenced within two (2) years from the date when the claimant knew or reasonably should have known of the facts, events, and circumstances giving rise to the claim.

7.25 Any claims not notified within the time periods specified in Article 7.10(a), or for which legal proceedings are not commenced within the period specified in Article 7.10(b), shall be forever barred, deemed waived, and unenforceable against the Company.

7.26 Knowledge of defects or problems without timely written notice to the Company shall constitute acceptance and waiver of claims related thereto.

7.27 Where the Services form part of a larger project involving multiple professional consultants, contractors, or other service providers, and where damages result from multiple contributing causes or the acts or omissions of multiple parties, the Company's liability shall be several (not joint and several) and limited to the Company's proportionate share of responsibility for the damages, as determined by a court of competent jurisdiction or agreed by the parties.

7.28 This Article 7.11 shall not apply in cases of the Company's fraud, wilful misconduct, or gross negligence, in which cases the Company may be held jointly and severally liable to the extent determined by applicable law.

7.29 The Parties acknowledge and agree that the insurance coverage required to be maintained by the Company under Article 7.1, combined with the limitation of liability provisions in this Article 7, represents a fair, reasonable, and commercially appropriate allocation of risk between the Parties.

7.30 The liability limitations and exclusions in this Article 7 shall apply to the fullest extent permitted by applicable law and shall remain enforceable even if limited remedies fail of their essential purpose or are found unenforceable in part, unless a court of competent jurisdiction determines that such limitations violate mandatory law or are unconscionable under the specific circumstances.

7.31 The provisions of this Article 7 shall survive completion, expiration, or termination of the Agreement for any reason and shall continue to apply to all claims, actions, liabilities, or obligations arising from or related to Services performed or obligations undertaken during the term of the Agreement.

Applicable Law and Jurisdiction

10.1 This Agreement and any disputes arising from or related to it shall be governed exclusively by the laws of the Netherlands, without regard to its conflict of law principles. The Vienna Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

10.2 The parties shall first attempt to resolve any disputes arising from or related to the Agreement through good faith negotiations and friendly consultations.

10.3 If a dispute cannot be resolved through negotiations within thirty (30) days of written notice of the dispute, all disputes, controversies, or claims arising out of or relating to the Agreement, including disputes regarding its validity, interpretation, performance, breach, or termination, shall be submitted to the exclusive jurisdiction of the competent courts in Rotterdam, the Netherlands. The parties irrevocably submit to the jurisdiction of such courts and waive any objection to venue or inconvenient forum.

10.4 This exclusive jurisdiction clause applies regardless of whether the Customer is a resident of the Netherlands or any other country.

10.5 Notwithstanding the foregoing, the Company shall have the right to institute proceedings in any other court of competent jurisdiction, and the institution of proceedings in one jurisdiction shall not preclude the institution of proceedings in any other jurisdiction.

General Provisions

11.1 These terms and conditions, together with the Agreement, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, representations, or warranties, whether written or oral, regarding the subject matter hereof.

11.2 No amendment, modification, or waiver of any provision of these terms and conditions or the Agreement shall be effective unless made in writing and signed by authorised representatives of both parties.

11.3 The failure or delay by either party to enforce any provision of these terms and conditions or the Agreement shall not constitute a waiver of such provision or the right to enforce it in the future. No waiver of any provision shall be deemed to be a waiver of any other provision or of the same provision at any other time.

11.4 If any provision of these terms and conditions or the Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, such provision shall be severed from these terms and conditions. The remaining provisions shall continue in full power and effect.

11.5 The Customer may not assign, transfer, or delegate any of its rights or obligations under the Agreement without the prior written consent of the Company. Any attempted assignment without such consent shall be void. The Company may freely assign or transfer the Agreement or any rights or obligations hereunder.

11.6 All notices, requests, and other communications under the Agreement shall be in writing and shall be deemed given when delivered personally, sent by registered mail with return receipt requested, sent by recognised international courier, or sent by email with confirmation of receipt. Notices to the Company shall be sent to the address specified in the Agreement.

11.7 The Customer shall not use the Company's name, trademarks, or logos, or make any reference to the Company in marketing materials, press releases, or public statements without the Company's prior written consent.

11.8 These terms and conditions are provided in English. In case of any conflict between versions in different languages, the English version shall prevail.

11.9 The Company reserves the right to update or modify these terms and conditions at any time. Updated terms shall apply to all new Agreements entered into after the date of modification. Existing Agreements shall remain governed by the terms in effect at the time of execution unless otherwise agreed in writing.