General terms.

These terms apply to all offers, agreements, and services where Reliability Engineering Lab ('REL') is engaged as supplier. The client's general terms are expressly excluded unless agreed otherwise in writing.

REL's offers are valid for 30 days unless stated otherwise. An agreement is formed when both parties electronically sign the SOW. Oral arrangements don't bind REL without written confirmation.

Engagement scope is defined in the SOW. Work outside scope is quoted separately and delivered under an additional SOW. REL commits to its published turnaround. Delay caused by the client (such as not granting access in time) extends the timeline proportionally.

Prices are in euros, excluding VAT. Invoicing happens after delivery unless the SOW says otherwise. Payment term is 14 days from invoice date. After that the client is automatically in default and statutory commercial interest applies.

For the assessment, a no-cure-no-pay clause applies: if the projected 12-month savings in the report don't exceed €3,000, the assessment fee isn't invoiced. Projected savings are determined against the standard rubric and methodology, both described in the SOW. The client keeps the full report either way.

REL's liability is limited to direct damages and in all cases capped at the amount of the relevant SOW. REL is not liable for indirect damages, consequential loss, lost profit, or business interruption. The cap doesn't apply in case of intent or gross negligence.

Both parties owe each other confidentiality on business-sensitive information shared during the engagement. The obligation runs for the duration of the engagement and five years after termination.

Intellectual property in the deliverables (report, code, documentation) transfers to the client upon full payment, except for general tooling, methods, scripts, and templates REL uses across multiple engagements. On those the client receives a perpetual, non-exclusive licence to the extent needed to maintain the deliverables.

Either party may terminate for material breach by the other party, after written notice and a reasonable cure period. On early termination, amounts due for work already delivered remain payable.

Dutch law applies to all agreements. Disputes are submitted to the competent court in Amsterdam. Parties undertake to first attempt resolution through good-faith discussion.