Effective 5 January 2022

1. SERVICES

1.1 Performance of Devolympics (‘Contractor’) Services. Contractor will perform the services described in accordance with the terms and conditions and the general terms and conditions. Unless otherwise agreed by Client, Contractor will determine, in Contractor’s sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that Contractor will at all times comply with applicable law and any compliance policies drawn to Contractors’ attention insofar as they are applicable to independent contractors. All work product by the Contractor is provided ​“as is”. Contractor makes no warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose.

2. PAYMENT

2.1. Fees. As Contractor’s sole compensation for the performance of Services, Client will pay Contractor all fees upfront before the launch of activities.

2.2. Expenses. Unless otherwise provided in the Statement of Work, Client will reimburse Contractor expenses incurred in the course of performing the Services hereunder.

2.3. Payment Terms. Payment is due upon invoicing. Contractor is not obliged to perform any Work without full payment received. The parties will use their respective commercially reasonable efforts to promptly resolve any payment disputes.

2.4. Client will collect and process Contractor’s Personal Data in accordance with its privacy notice and applicable laws.

3. RENEWALS

3.1. No expectation of renewal. Client agrees that they have no expectation that any Agreement will be renewed at the expiry of the Contract Period and no representation regarding the renewal shall be valid and binding on Client unless recorded in writing and signed by both Parties.

    4. DATA PROTECTION

4.1. To the extent that the nature of the Services requires Contractor to process Personal Data, Contractor will (and procures that any subcontractor will) process all Personal Data in accordance with, where and as applicable, the General Data Protection Regulation 2016/679 under European Union law (“GDPR”). “Personal Data” will have the meaning set forth in Article 4 of the GDPR, or as such term is defined under the laws of any territory with jurisdiction over this Agreement related to the protection of Personal Data.

5. WARRANTIES

5.1. Performance Standard and Compliance. Contractor covenants that Contractor (and any subcontractor) will perform the Services in a thorough and professional manner to perform Services.

6. REFUND POLICY

6.1. No Refund Policy. The Client explicitly agrees that all services are non-refundable.

7. GOVERNING LAW

7.1. Governing Law and Arbitration. Any dispute or claim arising out of or related to any Agreements, or breach or termination thereof, will be finally settled by binding arbitration in the city of Utrecht, Netherlands, pursuant to the Dutch Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will apply Dutch law to the merits of any dispute or claim, without reference to rules of conflict of law, and shall have the authority to award any and all available remedies, including legal and equitable relief. The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof. The prevailing party will be entitled to receive from the non-prevailing party all costs, damages and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues. Client hereby consents to the arbitration in the Kingdom of the Netherlands in the city of Utrecht.