Definitions 1. Proven Projecten: Proven Projecten BV, established in Amsterdam, Chamber of Commerce no. 86893033. 2. Customer: the party which Proven Projecten has entered into an agreement with. 3. Parties: Proven Projecten 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 Proven Projecten.
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 Proven Projecten are without engagement, unless expressly stated otherwise.
2. An offer or quotation is valid for a maximum period of 1 month 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, Proven Projecten 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 Proven Projecten after the customer has confirmed this in writing and paid down payment invoice.

Prices
1. All prices used by Proven Projecten are in euros, are exclusive of VAT and any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
2. Proven Projecten is entitled to adjust all prices for its products or services, shown on its website or otherwise, at any time.
3. The parties agree on a total price for a service provided by Proven Projecten. This is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
4. Proven Projecten is entitled to deviate up to 10% of the target price.
5. If the target price exceeds 10%, Proven Projecten must let the customer know in due time why a higher price is justified.
6. 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%.
7. Proven Projecten has the right to adjust prices manually.
8. Proven Projecten will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
9. The consumer has the right to terminate the contract with Proven Projecten if he does not agree with the price increase.

Payment Structure and Conditions
1. Unless otherwise agreed in writing, the standard payment schedule is as follows:

a. 20% deposit upon acceptance of the quotation (binding commitment)
b. 50% upon commencement of construction work on-site
c. 20% upon substantial completion of structural works
d. 10% upon final completion and handover

2. Proven Projecten reserves the right to issue interim invoices (termijnfacturen) based on work progress. Each interim invoice is payable within 7 calendar days from the invoice date.
3. All invoices must be paid in full without any deductions, withholdings, or offsets, unless expressly agreed in writing.
4. If the customer fails to pay any invoice by the due date: o The customer shall automatically be in default (verzuim) without prior notice; o Proven Projecten may suspend all ongoing or future work; o A fixed penalty of €150 plus statutory commercial interest (8% per month) shall apply per unpaid invoice; o Proven Projecten may recover all judicial and extrajudicial collection costs in accordance with the Besluit vergoeding voor buitengerechtelijke incassokosten (BIK).
5. If the customer fails to make payment after 14 days from the due date, Proven Projecten shall have the right to: o Terminate the agreement, and o Claim full compensation for lost time, demobilization costs, materials purchased, and other resulting damages.
6. Title to all materials and deliverables shall remain with Proven Projecten until full payment of all invoices has been received, including interest and costs (retention of title – eigendomsvoorbehoud).
7. If the customer disputes an invoice, they must notify Proven Projecten in writing within 5 working days of receipt. Failure to do so constitutes acceptance of the invoice.
8. Any late payment by the customer automatically extends the agreed construction schedule, and Proven Projecten shall not be liable for any delays or third-party costs caused by such extension.

Consequences of late payment
1. If the customer does not pay within the agreed term, Proven Projecten is entitled to charge an interest of 2% per month for non-commercial transactions and an interest of 8% per month for commercial transactions 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 Proven Projecten.
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, Proven Projecten 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 Proven Projecten on the customer are immediately due and payable.
6. If the customer refuses to cooperate with the performance of the agreement by Proven Projecten, he is still obliged to pay the agreed price to Proven Projecten.

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. Proven Projecten can appeal to the right of retention of title and in that case retain the products sold by Proven Projecten to the customer until the customer has paid all outstanding invoices with regard to Proven Projecten, 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 Proven Projecten.
3. Proven Projecten 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 Proven Projecten with any claim on Proven Projecten.

Insurance
1. The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:
• goods delivered that are necessary for the execution of the underlying agreement.
• goods being property of Proven Projecten that are present at the premises of the customer
• goods that have been delivered under retention of title.

2. At the first request of Proven Projecten, the customer provides the policy for these insurances for inspection.
3. The customer is obliged to take out a CAR (Construction All Risk) insurance at his own expense and cannot claim compensation for any damage that would otherwise be covered by this insurance, unless parties have agreed otherwise in writing.

Guarantee
Proven Projecten B.V follows the BouwGarant Construction Guarantee scheme adhering to professional NEN standards and gives a 1-year warranty on its professional services provided to the customers. Any disputes will be reported and handled by the dispute committee. This warranty does not apply to:

• Materials, fittings, or products supplied by the customer;
• Works executed based on customer-supplied designs or under customer instruction that might contradict or violate public law;
• Damage resulting from legal enforcement actions, zoning violations, or use of the structure for unpermitted functions.

Permits, Legal Compliance, and Zoning
1. The customer bears full legal and financial responsibility for obtaining all required permits, licenses, or approvals for the project, including compliance with zoning plans (bestemmingsplannen), environmental ordinances, building codes, and municipal regulations.
2. Unless explicitly agreed otherwise in writing, Proven Projecten B.V. does not apply for or verify permits or permit exemptions. The contractor assumes no responsibility for interpreting whether a project is vergunningvrij (permit-free) under the Omgevingswet or other laws.
3. If construction is delayed, stopped, fined, or reversed by public authorities due to noncompliance with permit or zoning requirements, all resulting costs, damages, or enforcement measures are fully at the customer’s expense and risk.
4. The customer indemnifies Proven Projecten against any municipal, civil, or third-party claims arising from violations of building or zoning law.
5. Proven Projecten proceeds in good faith based on the information and assurances provided by the customer or their appointed advisors (e.g., architect, legal counsel).

Performance of the agreement
1. Proven Projecten executes the agreement to the best of its knowledge and ability, in accordance with applicable building standards (NEN) and contractual specifications, provided that the customer ensures legal compliance with all public law obligations.
2. Proven Projecten 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 Proven Projecten can start the implementation of the agreement on time.
5. If the customer has not ensured that Proven Projecten can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer at the price of 40 euro (ex. BTW) per each working hour.
6. Any use of the constructed space for purposes such as habitation, commercial activity, or sanitary installations (e.g., shower, toilet, kitchenette) remains at the sole responsibility of the customer. Proven Projecten B.V. shall not be held liable for any conflicts with zoning, housing codes, or municipal enforcement due to the customer’s intended or actual use of the structure. 7. If during the execution of the project Proven Projecten becomes aware of permit-related risks or regulatory non-compliance, it may suspend works until written confirmation is received from the customer or relevant authorities. Any resulting scope or cost adjustments will be documented in a variation order and invoiced accordingly.
8. This agreement, including these general terms and conditions and any written attachments, forms the entire agreement between the parties. No oral communications, emails, or messaging services (e.g., WhatsApp) shall have any contractual effect unless confirmed in writing by Proven Projecten.

Duty to inform by the customer
1. The customer is obligated to provide all necessary and legally relevant information before execution begins, including architectural drawings, permit status, and any municipal correspondence relevant to the legality of the project .
2. The customer guarantees the accuracy, completeness, and legal reliability of all information supplied, and shall bear all responsibility for legal consequences arising from omissions or inaccuracies in such information.
3. If and insofar as the customer requests this, Proven Projecten will return the relevant documents.
4. If the customer does not timely and properly provides the information, data or documents reasonably required by Proven Projecten and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

Indemnity
The customer indemnifies Proven Projecten against all third-party claims that are related to the products and/or services supplied by Proven Projecten.

Complaints
1. The customer must examine a product or service provided by Proven Projecten 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 Proven Projecten of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
3. Consumers must inform Proven Projecten of this within two months after detection of the shortcomings.
4. The customer gives a detailed description as possible of the shortcomings, so that Proven Projecten 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 Proven Projecten being forced to perform other work than has been agreed.

Giving notice
1. The customer must provide any notice of default to Proven Projecten in writing.
2. It is the responsibility of the customer that a notice of default actually reaches Proven Projecten (in time).

Joint and several Client liabilities
If Proven Projecten enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Proven Projecten under that agreement.

Liability of Proven Projecten
1. Proven Projecten is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
2. If Proven Projecten 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. Proven Projecten is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
4. If Proven Projecten 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 cannot 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 Proven Projecten 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 Dutch Civil Code.

Voluntary Termination by the Customer
If the Customer terminates or withdraws from the agreement, in whole or in part, prior to completion of the contracted works and without demonstrable breach or force majeure on the part of Proven Projecten, then Proven Projecten shall be entitled to the following, without prejudice to other rights under law:

1. Compensation for planning disruption and loss of reserved capacity (bezettingsverlies), to be reasonably estimated based on the stage of the project;
2. Full reimbursement of costs already incurred, including (but not limited to) materials purchased, work performed, hours spent, and administrative preparations;
3. Reimbursement of any cancellation or demobilization costs incurred with third parties (e.g., subcontractors, equipment rental, consultants) as a direct result of the termination;
4. Retention of any advance payments already received, which shall be deducted from the total owed, but may not release the Customer from further financial liability.

Proven Projecten shall issue a final invoice summarizing these items within 10 working days of written notice of termination. This clause applies regardless of whether the Customer proceeds with alternative execution by a third party.

Dissolution
1. The customer has the right to dissolve the agreement if Proven Projecten 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 Proven Projecten is not permanent or temporarily impossible, dissolution can only take place after Proven Projecten is in default.
3. Proven Projecten 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 Proven Projecten 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 Proven Projecten in the fulfillment of any obligation to the customer cannot be attributed to Proven Projecten in any situation independent of the will of Proven Projecten , 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 Proven Projecten .
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 Proven Projecten cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Proven Projecten 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. Proven Projecten 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. Proven Projecten 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 Proven Projecten 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 cannot transfer its rights deferring from an agreement with Proven Projecten to third parties without the prior written consent of Proven Projecten.
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 Proven Projecten 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 Proven Projecten is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.