General Terms and Conditions Marveltest B.V.
General Terms and Conditions of Marveltest B.V. (Marveltest). The address of the company is Stadhouderskade 60 A, third floor, 1072AC Amsterdam. Dutch Chamber of Commerce number 74398490. VAT NL: NL859881131B01.
If you have any queries about the General Terms and Conditions you can contact us by e-mail at email@example.com or by post: Marveltest B.V., Stadhouderskade 60 A, third floor, 1072AC Amsterdam.
Article 1 Definitions and interpretations
- Unless otherwise provided in the context, the words and expressions that are capitalized in these General Terms and Conditions are defined words and expressions with the following meaning:
Agreement: The Agreement that Marveltest enters into with the Client, including but not limited to an assignment agreement;
Assignment: The assignment given by the Client to Marveltest to provide the Service(s) as described in the relevant Agreement;
Client: The party that purchases the services of Marveltest;
Client Portal: The client portal maintained by Marveltest which provides a secured digital environment for electronic communication between Marveltest and its clients, including all the tooling, data analysis, asset briefings, important documentation, planning and other useful information.
Confidential Information: All information provided on the basis of the provisions in an Agreement that must remain confidential;
Defect(s): A defect in Services and/or Products which exclusively relate to an obvious technical shortcoming, which is independent of the functional operation, as a result of which the provided Services and/or supplied Products do not meet the usual requirements and standards that can reasonably be required at the time of delivery under any Agreement;
Fees: The amount(s) of money that the Client must pay to Marveltest for the performance of the Services based on one or more Assignment Agreements;
General Terms and Conditions: These general terms and conditions of Marveltest that are applicable to every Offer, Assignment and Agreement;
Information: The content of the relationship between the Parties as well as all data, including but not limited to computer software, documentation, business information, quotations, software (applications), source code, technical information, data or databases, (special categories of) personal data and other information, in whatever form and provided in any way (oral, written, graphic, electronic);
Intellectual All current and future intellectual property
Property Rights: rights such as patents, copyrights, database rights, related rights, trademark rights, registered and unregistered design rights, trade names and know-how and every other intellectual property right, registered or unregistered or able to be registered and regardless of protection in The Netherlands or any other part of the world;
NDA: The non-disclosure agreement, as signed by the Parties prior to the realization of the Assignment;
Offer: The (adjusted) offer that Marveltest has made to the Client at any time to enter into an Agreement;
Party: Marveltest or Client;
Products: All by Marveltest developed or to be developed software applications;
Providing Party: De Party who, in the context of Article 10 of these General Terms and Conditions, provides or has provided Confidential Information to the Receiving Party;
Receiving Party: The Party who, in the context of Article 10 of these General Terms and Conditions, receives or has received Confidential Information to the Providing Party;
Service(s): All services to be provided by Marveltest. The Services of Marveltest consist of inter alia data-driven market research and marketing services, such as MarvelFoundation, MarvelTest, MarvelLive, Marveltest Datahub, Marveltest Portal, MarvelMaps, Marveltest Funnel Optimizer MarvelAudit Plus, MarvelBench, Data-driven design and Performance Marketing.
Website: The website of Marveltest, located at https://www.marveltest.com.
- Unless these General Terms and Conditions expressly provide otherwise, the following applies to the interpretation of the General Terms and Conditions:
- A reference in these General Terms and Conditions to an "Article", is a reference to an article of the General Terms and Conditions;
- References to a Dutch legal term include, where applicable, the term that most closely corresponds to the Dutch term in relevant other jurisdictions;
- the words 'included', and words of similar import mean 'including but not limited to';
- A reference to a person is a reference to a natural person, partnership or a legal entity; and
- The singular shall be deemed to include the plural and vice versa and a reference to a male form shall be deemed to include a reference to a female form and vice versa.
ARTICLE 2 Applicability General Terms and Conditions
- These General Terms and Conditions are applicable to every Offer, Assignment and Agreement between Marveltest and Client. By signing the Agreement the Client declares to have received a copy of the General Terms and Conditions and is aware of and agrees to the contents of the General Terms and Conditions.
- Agreements that deviate from these General Terms and Conditions are only valid if they have been laid down in writing.
- Marveltest is authorized to amend the General Terms and Conditions from time to time. If this occurs, the new version of the General Terms and Conditions will automatically apply to all existing legal relationships and the new General Terms and Conditions will replace the present General Terms and Conditions. Marveltest notifies the Client in writing of the new General Terms and Conditions.
- The applicability of the General Terms and Conditions of the Client are expressively rejected. Reference by the Client to the applicability of its own general terms and conditions has no legal effect.
- If one or more provisions of the General Terms and Conditions prove to be invalid or cannot be legally applied, the other provisions of the General Terms and Conditions will remain in force. The parties will consult about the provisions that are not legally valid or cannot be applied legally in order to make a replacement arrangement that is legally valid and that is in line with the meaning of the arrangement which is to be replaced as much as possible.
ARTICLE 3 Establishment of the Assignment
- The Assignment is established by signing the Agreement by the Parties and a written confirmation of Marveltest to the Client.
Article 4 Offers
- All Offers made by Marveltest are non-binding, unless otherwise agreed upon. Marveltest is entitled to revoke an Offer without any obligation to pay damages, at the latest immediately after the acceptance of the Offer by the Client.
- The interpretation of the Offer is dynamic and flexible in nature. Each Offer will provide insights as much as possible at that moment into, among other things, the scope of the Assignment, a general planning and an indication of the costs with further specification as far as possible. Such estimates are only indicative and in no case include a final and binding (price) offer, unless otherwise agreed.
- The Client guarantees that the information provided by or on its behalf to Marveltest on which Marveltest has based its Offer is correct and complete.
- Marveltest cannot be held to its Offer if the Client can reasonably understand that the Offer or any part thereof, contain an obvious mistake or error. If an Offer contains an (obvious) error, ambiguity or clerical error, the Client will inform Marveltest thereof. Marveltest is not liable for any damage suffered by the Client as a result of the (apparent) error, ambiguity or error in an Offer.
- An Offer only applies to the specific Assignment and not for any future Assignments.
Article 5 Price
- The Client must pay Marveltest the Fees for the Services performed or Products delivered based on the Agreement. The prices used in the Offer or the engagement of the Agreement are excluding bank transaction costs of Marveltest and excluding VAT and other government levies. All Fees are in euros (EUR) and Client must make all payments in euros (EUR).
- The Client cannot derive any rights or expectations from a cost estimate or budget issued by Marveltest, unless the Parties have agreed otherwise in writing. An available budget made known to Marveltest by the Client only applies as a (fixed) price agreement between the Parties for the Services or Products to be delivered by Marveltest, if this has been expressly agreed in writing.
- Prices in Offers and Agreements are based on data and information provided by the Client. In the event of changes in the data or information provided by the Client, changes in prices in Offers and Agreements may occur. Marveltest will inform the Client of this in writing.
- Marveltest can increase the prices of its Services and/or its Products in the interim if unforeseen and cost-increasing circumstances occur after the establishment of the Assignment. In addition, Marveltest can index its rates annually in accordance with the price increase in the CBS consumer price index. Marveltest will inform the Client of this in writing.
- If Marveltest is forced to increase the price due to the circumstances mentioned in article 5.4, the Client has the right to cancel the Assignment if the price is increased by more than 25%. Costs already incurred or work performed will in that case be charged to Client. In such cases, the Client is not entitled to indemnity or compensation. If the Client does not cancel the Assignment within seven (7) days after the price increase, the Client is deemed to agree with the price increase.
Article 6 Payment and collection costs
- The Client shall pay the first invoice prior to the start of the Assignment. The payment term of this first invoice is seven (7) days. With regard to any other invoices, the Client is obliged to pay Marveltest the invoiced Fees within fourteen (14) days after receipt of the relevant invoice from Marveltest. The invoices of Marveltest are always provided with a specification.
- When a monthly Assignment has been made, Marveltest will also invoice monthly.
- If the Client does not pay the invoice in time, it will be in default by operation of law. If the Client is a operating a business the statutory commercial interest is owed. The interest on the due amount is calculated from the moment that the Client is in default until the moment the full amount owed is paid.
- Exceeding one or more payment terms or non-payment of one or more invoices from Marveltest as referred to in Article 6.3 gives Marveltest the right to suspend its performance under the Agreements within the period stated in Article 6.3.
- If the Client is in default, he will also owe all judicial and extrajudicial collection costs to Marveltest.
- The full claim of Marveltest on the Client is immediately due and payable if:
- Client exceeds a payment term;
- Client has been declared bankrupt or has been granted (provisional) suspension of payment;
- Client (company) is dissolved or liquidated;
Article 7 Duration of the contract
- Marveltest and the Client enter into the Assignment for a definite period of time, unless the Parties agree otherwise.
Article 8 Provision of necessary information and/or materials
- The Client undertakes to provide all information and/or materials that are necessary for Marveltest to carry out the Assignment in a timely manner, with the understanding that the information and/or materials must be provided to Marveltest at least 2 working days before the start of the Service(s), unless the Parties agree otherwise.
- If the Client fails to provide the necessary information or materials in a timely manner, Marveltest may suspend the performance of the Assignment and charge the Client for the additional costs resulting from the delay. Marveltest shall not be liable for any damage resulting from Marveltest having relied on incorrect or incomplete information provided by Client.
Article 9 Execution and implementation period
9.1. Marveltest shall execute the Assignment to the best of its knowledge and ability and in accordance with the requirements of good craftmanship. The Parties shall record the execution period and delivery period in the Assignment.
9.2. If the Client owes an advance payment or needs to provide information or make materials available, the period within which Marveltest must complete the work does not start until the payment, information or materials have been received by Marveltest.
- If a term has been agreed or stated for the execution of the Assignment, this is never a statutory limit (“fatale termijn”). If a term is exceeded, the Client must first give Marveltest written notice of default. Marveltest keeps the Client monthly informed of the progress of the Assignment, unless otherwise agreed.
- The Client cannot dissolve the Assignment if the term is exceeded by Marveltest. This does not apply if the execution is permanently impossible or if Marveltest does not execute the Assignment within a period again communicated in writing by Marveltest.
Article 10 Change of assignment
10.1. If during the Assignment it appears that for proper execution it is necessary to change or supplement the content of the Assignment, the Parties will do so in mutual consultation.
10.2. In case of a change to the Assignment, Marveltest can increase or decrease the agreed price. Marveltest will (if possible) provide a quotation in advance. Due to a change to the Assignment, the specified term of execution may also change. The Client accepts the possibility of changing the Assignment, price and execution time.
10.3. Marveltest may refuse a request to change the Assignment from the Client, if this can have a qualitative or quantitative effect on the work. Marveltest can refuse a request to change the Assignment if (i) the change adversely affects the quality of the end result of the original Assignment or (ii) insufficient capacity is available to carry out the change, in view of the deadlines set by the Client. Marveltest will inform the Client in writing of the reasons for the refusal.
Article 11 Guarantees
11.1. Marveltest guarantees that it only uses staff members and/or third parties who possess the skills and qualifications required to perform the Services and/or deliver the Products, taking into account the nature and content of the Services and/or Products. Marveltest also guarantees that the staff members and/or third parties deployed by it meet the requirements that may be imposed on a comparable service provider as a reasonably competent and reasonably acting service provider.
11.2. Marveltest guarantees that the Services provided and Products delivered comply with what has been agreed in the Agreement. When providing the Services and the delivery of Products, the Client will investigate whether these comply with the Agreement.
- Marveltest guarantees for a period of three (3) months after the provision of the Services and/or Products that it will repair any Defects at its own expense. If the Client wishes to invoke this guarantee, it will notify Marveltest thereof in writing within 14 days after discovery of the Defects and in urgent cases by telephone, after which written confirmation by the Client will follow. Marveltest will repair Defects immediately and in consultation with the Client, taking into account the nature and seriousness thereof. The written report from the Client must contain a detailed description of the Defect.
- Any warranty will lapse immediately if and insofar as there is improper use of the delivered Products and/or if the Client has made software adjustments without prior consultation with Marveltest.
Article 12 Third parties
12.1. If Marveltest wishes to make use of the services of third parties in the performance of the Services and/or the delivery of Products, either by subcontracting or by hiring temporary personnel, Marveltest is fully entitled to do so. Marveltest does not need to obtain (prior) permission from the Client. If Marveltest wishes to make use of third party services, Marveltest will inform Client in advance. Examples of services performed by third parties include external software applications or enrichment with external datasets. Employees of Marveltest working on the Services or Products are not third parties within the meaning of this article. The applicability of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
12.2. If Marveltest uses the services of third parties, Marveltest remains fully responsible for the result and remains liable for the fulfilment of its obligations under the Agreement.
Article 13 Confidentiality, Secrecy and Publicity
13.1. The parties will keep the content of the Offers, Assignments and Agreements confidential and secret and will act in accordance with the NDA.
- The Receiving Party will observe strict confidentiality in regard to the Information and Confidential Information provided by the Providing Party, including trade secrets and personal data, and will not provide them to third parties or disclose them in any way to third parties, except with the prior written consent of the Providing Party.
- The Receiving Party is not allowed to share the Information and/or Confidential Information provided by the Providing Party with group companies, unless the Providing Party, whether or not under any further conditions, gives prior written permission to do so.
- The Receiving Party may only disclose or provide Information and/or Confidential Information to its employees or hired third parties who are actually engaged in the relevant Agreement and such Information and/or Confidential Information is required. The relevant employees also need to agree in writing that they are obliged to observe secrecy and confidentiality with regard to such Information and/or Confidential Information. In addition, the Receiving Party warrants that its personnel are aware of and comply with the agreed confidentiality obligations.
- A Party when engaging third parties – with the exception of (legal) advisers to whom a duty of confidentiality and/or non-disclosure and or attorney-client privilege (“verschoningsrecht”) applies – first requests written permission from the other Party in the context of any Agreement if those third parties gain access to Information and/or Confidential Information. Any third party who receives Information and/or Confidential Information needs to act in accordance of the meaning of any Agreement and to handle the Information and/or Confidential Information received with due care. Furthermore, each Party will draw up and maintain a list of all third parties with whom they have shared Information and/or Confidential Information and which Information and/or Confidential Information it concerns.
- The obligation of confidentiality does not apply to Information and/or Confidential Information of which the Receiving Party can demonstrate that it:
- is or has become publicly known after commencement of the Agreement through no fault of the Receiving Party;
- developed or collected it independently of the Information to be received;
- received it from a third party and, to the best of its knowledge, could assume that this Information does not originate from the Providing Party;
- must disclose upon the order of a judicial body, administrative body, supervisory authority or other government agency, on the understanding that the Receiving Party notifies the Providing Party without delay so that it is given the opportunity to intervene therein and possibly prevent the revelation.
- Confidential Information will under no circumstances lose its confidential nature simply because that Confidential Information contains certain aspects that contradict the confidentiality of that Confidential Information. In this context, it includes, but is not limited to, aspects from Article 10.6 of these General Terms and Conditions.
- The Parties must take all reasonable (precautionary) measures to prevent third parties or other persons who should not have knowledge of the Confidential Information being given the opportunity to take note of the Confidential Information.
- For each violation of the provisions of this article, the offending Party forfeits to the other Party, without any notice of default and/or judicial intervention being required, an immediately payable fine of € 10,000 (in words: ten thousand euros) per occurrence, without prejudice to all other rights of this other Party, including the right to claim the damage actually suffered.
- Client is obliged to pay the fines as referred to in Article 10.9 of the General Terms and Conditions to Marveltest within ten (10) working days, in the absence of which the statutory commercial interest under Article 6:119a of the Dutch Civil Code is due. The fine cannot be offset (“verrekend”) or suspended (“opgeschort”).
Article 14 Intellectual property rights
14.1. The Intellectual Property Rights on the Services and Products, Website, and Client Portal will rest exclusively with Marveltest. The Client is not permitted to use these Intellectual Property Rights in any way without written permission from Marveltest. The Client will only acquire the rights of use that have been expressly granted to it in the Agreement concluded in writing between the Parties.
- If the Client wishes to acquire the Intellectual Property Rights with regard to specific Products still to be developed, the Client will notify Marveltest of this in writing when requesting an Offer. Prior to the commencement of the activities, the Parties will have to agree whether the Intellectual Property Rights with regard to the Products will rest with Marveltest or the Client. These agreements will be laid down in the Offer and the Assignment Agreement. If no agreements have been concluded between Parties the Intellectual Property Rights are the full and exclusive property of Marveltest.
- If the Parties manage to reach an agreement on the transfer of Intellectual Property Rights, those conditions will be laid down in a deed of transfer.
- If the Parties agree in writing that an Intellectual Property Right regarding Products specifically developed for the Client will be transferred to the Client, this will not affect the right or the ability of Marveltest to use and/or exploit the elements, components, designs, algorithms, documentation, works, protocols, standards and such which form the basis for that development, without any limitation for other purposes, either for oneself or for third parties. Marveltest also has the right to use and/or exploit the general principles, ideas and programming languages which are used for the manufacturing or which underly the development of any work, for other purposes and/or to exploit them for itself or for third parties without any restriction. Nor does the transfer of an Intellectual Property right affect the right of Marveltest to make developments for itself or a third party that are similar or derived from those that have been or will be made for the benefit of the Client.
- If the Client does not fulfil its obligations under this article towards Marveltest, or acts contrary to the provisions in this article, the Client forfeits to Marveltest due to the violation and/or non-compliance an immediately due and payable, not subject to settlement (“verrekening”), suspension (“opschorting”) or moderation (“matiging”) fine of € 10,000,-- (in words: ten thousand euros), to be increased by € 5,000,-- (in words: five thousand euros) per day that the violation and/or non-compliance continues, without prejudice to the right to recover the actual damages suffered as a result of the violation and/or non-compliance from the Client and/or to claim full compliance in addition to the fine.
- The Client is obliged to pay the fines as referred to in Article 11.5 of the General Terms and Conditions to Marveltest within ten (10) working days, failing which the statutory commercial interest under Article 6: 119a of the Dutch Civil Code is due. The fine cannot be offset (“verrekend”) or suspended (“opgeschort”).
Article 15 Early termination / dissolution
- An Agreement can be terminated in writing by either party after proper consultation and stating reasons. Cancellation must take place by the end of the month with due observance of a notice period of two months. Marveltest will never be obliged to pay any compensation due to cancellation.
- If Marveltest terminates the Assignment prematurely, Marveltest will ensure that the work still to be performed is transferred to third parties, unless the cancellation is attributable to the Client. If the transfer of the work entails additional costs for Marveltest, the costs will be borne by the Client.
- Parties are entitled to extrajudicially dissolve any Agreement (in whole or in part) by means of a registered letter if even after written notice of default the other Party fails to comply with its obligations under any Agreement, whereby a reasonable term for performance has been given.
- Parties are furthermore entitled, without any notice of default being required, to dissolve any Agreement (in whole or in part) out of court if one of the Parties:
- files for bankruptcy or is declared bankrupt;
- applies for (provisional) suspension of payments or is granted (provisional) suspension of payments;
- (company) is dissolved or liquidated;
- (natural person) is placed under guardianship or dies;
- Obligations in the General Terms and Conditions which by their nature are intended to continue even after dissolution of any Agreement, remain in full force after dissolution of the Agreement. These obligations include: Confidentiality, secrecy and publicity (article 10), Intellectual property rights (article 11), Liability (article 14), Force majeure (article 15), Choice of forum and choice of applicable law (article 17 and 18).
Article 16 Retention of title
16.1. Everything provided by Marveltest remains the property of Marveltest unless otherwise agreed and until the Client has fully complied with all its obligations towards Marveltest.
- Client is obliged to do everything reasonably possible to secure the properties of Marveltest.
- In the event that the Client fails to comply with any obligation under the Agreement, Marveltest shall, without any notice of default being required, be entitled to repossess the goods, without prejudice to the right to claim reasonable compensation for damage suffered, loss of profit and interest.
- If Marveltest wishes to exercise its property rights, the Client gives unconditional and irrevocable permission to Marveltest to enter all places where the properties are located, so that Marveltest can repossess them.
Article 17 Liability
17.1. If one of the Parties fails to fulfil one or more of its obligation(s) from an Agreement, the other Party will give notice of default, unless compliance with the relevant obligations is already permanently impossible, in which case the negligent party is immediately in default.
- The notice of default will be given in writing, whereby the negligent Party will be granted a reasonable period to still fulfil its obligations. This term has the character of a statutory limit (“fatale termijn”). The Client's notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that Marveltest is given the opportunity to respond adequately.
- The Party that fails attributably in the fulfilment of its obligation(s) is liable to the other Party for compensation of the material damage suffered or to be suffered by the other Party, with due observance of this article, insofar this damage cannot be repaired by the failing Party within a reasonable time.
- In all cases, the damage to be compensated by Marveltest is limited to the direct material damage, limited to an amount equal to a maximum of the invoice value of the relevant Agreement over the past 3 months (excluding VAT), excluding media budgets.
- In all cases, the damage to be compensated by Marveltest is limited to the amount that its insurance company pays out in the present case.
- Indirect damage, consequential damage, lost profit, lost savings, reduced goodwill, damage due to business interruption, damage related to the use of items, materials or software of third parties prescribed by the Client to Marveltest and damage related regarding the engagement of suppliers prescribed by the Client to Marveltest is excluded. Also excluded is the liability of Marveltest in connection with mutilation, destruction or loss of data or documents. Marveltest is also not liable for spent media budgets and media budgets spent during the (temporary) blocking of advertising accounts, including but not limited to Google accounts and social media accounts.
- The exclusions and limitations of liability of Marveltest described in articles 17.4 to 17.6 do not affect the other exclusions and limitations of liability of Marveltest which are described in these General Terms and Conditions.
- A condition for any right to compensation to arise is always that the Client reports the damage to Marveltest in writing as soon as possible after it has arisen. Any claim for compensation against Marveltest lapses by the mere lapse of twenty-four months after the claim arose, unless the Client has instituted a legal claim for compensation for the damage before the expiry of that period.
Article 18 Force majeure
18.1. Marveltest is not obliged to fulfil any obligation if Marveltest is prevented from doing so as a result of force majeure.
- Force majeure is defined as all external causes, foreseen or unforeseen, on which the Parties cannot exert influence, but as a result of which the Parties are unable to fulfil any obligation.
- Force majeure also includes: deficiency of goods, materials, government measures, fire, explosion, war, workforce, embargo, strike, general transport problems, (global) chip shortages, increasing delivery times of third party products, epidemic/pandemic, natural disasters and terrorism.
- Marveltest may suspend the obligations under the Agreement during the period of force majeure. Each Party has the right to terminate the Agreement in writing if a force majeure situation lasts longer than two months. That which has already been performed pursuant to the Agreement will in that case be compensated proportionally, without the Parties owing each other anything else.
Article 19 Privacy
19.1. Marveltest will process the (personal) data in accordance with the General Data Protection Regulation (GDPR) and its privacystatement (https://www.marveltest.com/privacy-policy).
Article 20 Conflicting clause
20.1. In the event that these General Terms and Conditions and the Agreement contain conflicting conditions, the conditions included in the Agreement will apply.
Article 21 Applicable law
21.1. The legal relationship(s) between the Client and Marveltest and all obligations arising therefrom are exclusively governed by Dutch law.
Article 22 Competent court
22.1. The Amsterdam District Court has exclusive jurisdiction to rule on disputes between the Client and Marveltest in first instance and appeal.
Article 23 General provisions
23.1. The General Terms and Conditions and any Agreement and the appendices attached thereto contain all that has been agreed between the Parties regarding the subjects included herein. All previous oral or written agreements, statements or commitments between the Parties in this regard will lapse.
- Each Agreement consists of a list of parties, a preamble, a body and appendices. All these parts must be considered and interpreted together. In the event of a conflict between the General Terms and Conditions and any Agreement, the content of the Agreement will prevail, unless explicitly stated otherwise. In the event of a conflict between the content of the appendices or the content of the preamble and the content of the body of the Agreement, the content of the body will prevail.
- If one or more provisions of any Agreement prove to be invalid or not legally applicable, the relevant Agreement will remain in force for the remainder. The Parties will consult on the provisions that are not legally valid or cannot be applied legally in order to make a replacement arrangement that is legally valid and that matches the purport of the arrangement to be replaced as closely as possible.
- The headings to articles of these General Terms and Conditions and any Agreement only serve to roughly indicate the content thereof, but have no meaning for the interpretation of the provisions of the General Terms and Conditions or any Agreement.
- Notifications that the Parties will make to each other on the basis of the Agreement will be given in writing. Verbal statements, promises or agreements have no legal force unless confirmed in writing.
- The undersigned declare by placing their signature that they are authorized to enter into an Agreement for themselves or on behalf of the respective legal persons for which they sign, that they will comply with the provisions of their articles of association and that all necessary formalities have been completed.
- Parties opt for the implementation of the Agreement to be domiciled at the addresses stated in the head of the Agreement, unless a different address is stated in writing.