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Version May 2025
1. Definitions
In these General Terms and Conditions, the following terms shall have the following meanings:
1. BW PreXLR: the private limited liability company BW PreXLR B.V., with its registered office at
Druivenstraat 5, (4816 KB) Breda, registered with the Chamber of Commerce under number
66606479;
2. Agreement: the agreement between BW PreXLR and Counterparty, consisting of the Assignment
provided by Counterparty to BW PreXLR, of which these general terms and conditions form a part;
3. Counterparty: the counterparty of BW PreXLR, in the legal relationship as described in Article 2;
4. Assignment: the assignment provided by Counterparty to BW PreXLR, whereby BW PreXLR
undertakes to guide, coach, and advise Counterparty for the promotion of sustainable growth of
Counterparty's business, often offered in the form of a guidance program (BW PreXLR PreXLR, XLR,
and/or Innovation Strategy program).
2. Applicability of the General Terms and Conditions
2.1 These General Terms and Conditions apply to and form a part of any offer made by BW PreXLR,
any requests made by Counterparty, any price quotations made by BW PreXLR, any Assignment
provided by Counterparty to BW PreXLR, and any Agreement concluded between BW PreXLR and
Counterparty, as well as any subsequent agreements, additional agreements, and follow-up
agreements, regardless of their name or title, concluded between BW PreXLR and Counterparty.
2.2 Deviations from and additions to these General Terms and Conditions shall only be applicable if
agreed upon in writing between BW PreXLR and Counterparty.
2.3 The applicability of any general terms and conditions of Counterparty is expressly rejected.
2.4 The obligations arising for Counterparty from these General Terms and Conditions, which by their
nature are intended to continue to exist after the termination of the Agreement, shall remain in force
after the termination of the Agreement.
3. Offers and quotations
3.1 All offers and quotations by BW PreXLR are non-binding, unless explicitly confirmed otherwise in
writing by BW PreXLR.
3.2 All offers and quotations by BW PreXLR are valid for a period of 30 days, unless explicitly
confirmed otherwise in writing by BW PreXLR.
3.3 BW PreXLR cannot be held to its offers and quotations if Counterparty can reasonably understand
that the quotation or any part thereof contains an error or a clerical mistake.
3.4 If the acceptance (whether on minor points or otherwise) deviates from the offer included in the
offer or quotation, BW PreXLR shall not be bound by it. The Agreement shall not be concluded in
accordance with such deviating acceptance, unless expressly confirmed otherwise in writing by BW
PreXLR.
3.5 A composite quotation does not oblige BW PreXLR to perform part of the assignment at a
corresponding part of the quoted price.
3.6 Offers and quotations do not automatically apply to future orders.
4. Conclusion of the Agreement
4.1 Except as otherwise provided below, an Agreement between BW PreXLR and Counterparty shall
only come into effect after BW PreXLR has expressly confirmed the Agreement in writing.
4.2 If neither party confirms the Agreement in writing and BW PreXLR commences the performance of
the Agreement with the consent of Counterparty, the Agreement shall be deemed to have been
concluded.
4.3 Any additional agreements or changes made after the conclusion of the Agreement, as well as oral
agreements and/or commitments made by (personnel of) BW PreXLR, shall only bind BW PreXLR if
BW PreXLR has expressly confirmed such agreements, changes, and/or commitments in writing.
5. Counterparty's Obligations
5.1 Counterparty undertakes to always provide BW PreXLR with all data, resources, and documents
that BW PreXLR indicates are necessary for the performance of the Agreement or that Counterparty
should reasonably understand to be necessary for the performance of the Agreement, in a timely and
correct manner.
5.2 Counterparty is responsible for the accuracy, completeness, and reliability of the data, resources,
and documents provided to BW PreXLR on its behalf.
5.3 If Counterparty fails to provide the necessary data, resources, and documents reasonably required
for the execution of the Agreement in a timely manner, BW PreXLR is entitled to suspend the
performance of the Agreement and/or charge Counterparty for any additional costs resulting from the
delay.
5.4 Counterparty is always obliged to fulfill its obligations towards BW PreXLR in the context of the
execution of the Agreement in a timely and correct manner, including cooperating with the execution of
the Agreement and/or the guidance program offered by BW PreXLR, being available and accessible to
BW PreXLR, and providing all requested data, resources, and documents necessary for the proper
execution of the Agreement and/or the guidance program offered by BW PreXLR to BW PreXLR in a
timely and correct manner.
5.5 Counterparty must promptly inform BW PreXLR of any facts and circumstances that may
reasonably be relevant to the execution of the Agreement.
5.6 In cases where the Counterparty has entered into an Innovation Strategy program in combination
with a PreXLR program, the Counterparty is expected to initiate the PreXLR program promptly
following the completion of the Innovation Strategy. To ensure effective implementation and continuity,
the Counterparty is required to (i) organize and make available sufficient capacity for participation in
the PreXLR program — defined as at least two team members, each with a minimum availability of 0.5
FTE — and (ii) ensure that the official kick-off of the PreXLR program takes place, all within two (2)
months after delivery of the Innovation Strategy by BW PreXLR. If the Counterparty fails to meet these
requirements, BW PreXLR reserves the right to issue the final invoice related to the full Innovation
Strategy trajectory, regardless of whether the PreXLR program has commenced.
6. Implementation of the Agreement
6.1 BW PreXLR will execute the Agreement to the best of its knowledge and abilities, in accordance
with the requirements of good professional practice. The execution of the Agreement by BW PreXLR
is a best-effort obligation.
6.2 BW PreXLR determines the manner in which and by whom the Agreement is executed.
6.3 The applicability of Articles 7:404 of the Dutch Civil Code, Article 7:407(2) of the Dutch Civil Code,
and Article 7:408(1) of the Dutch Civil Code is excluded.
6.4 BW PreXLR is at all times authorized to engage third parties for the execution of the Agreement.
BW PreXLR is not liable for any shortcomings of these third parties or any damages caused by these
third parties during the execution of the Agreement.
6.5 The deadlines indicated by BW PreXLR will only commence after BW PreXLR has received all
necessary information, resources, and documents, fulfilled the necessary formalities, and received any
advance payment due from the Counterparty.
6.6 If a deadline has been agreed upon for the execution of the Agreement, it shall not be considered
a strict deadline. In the event of exceeding the deadline, the Counterparty must provide written notice
of default to BW PreXLR. BW PreXLR must be given a reasonable period to still fulfill the Agreement.
6.7 The Counterparty is responsible for the decisions they make based on or in response to the work
performed by BW PreXLR. BW PreXLR is not liable for any potential negative consequences resulting
from such decisions by the Counterparty (or the innovation team).
6.8 If it becomes necessary to modify or supplement the Agreement for its proper execution, BW
PreXLR and the Counterparty shall make timely and mutual adjustments to the Agreement through
consultation. If the nature, scope, or content of the Agreement is changed, with or without the request
or instruction of the Counterparty, and this results in a qualitative and/or quantitative change, it may
have consequences for the originally agreed terms. BW PreXLR will provide an estimate in advance to
the extent possible. By modifying the Agreement, the originally specified deadline for the execution of
the Agreement may change. The Counterparty accepts the possibility of changes to the Agreement,
including changes in price and execution time.
6.9 If the Counterparty fails to fulfill its obligations to BW PreXLR in a proper manner, the Counterparty
shall be liable for all (direct and indirect) damages (including costs) incurred by BW PreXLR as a
result.
6.10 If the Counterparty fails to cooperate in the execution of the Agreement by BW PreXLR, thereby
hindering the execution of the Agreement and/or the offered support program according to BW
PreXLR's assessment, BW PreXLR and the Counterparty shall enter into consultations regarding the
exclusion and/or replacement of the relevant contact persons and/or members of the Counterparty's
innovation team.
6.11 During the execution of the Agreement, BW PreXLR is not considered to possess information
regarding other past or present agreements between BW PreXLR and the Counterparty.
6.12 If and to the extent possible, the data, resources, and documents provided by the Counterparty to
BW PreXLR shall be returned to the Counterparty upon request. BW PreXLR will retain its own
(electronic) work file containing (copies of) documents that BW PreXLR considers relevant, which
remains the property of BW PreXLR.
7. Prices and Fees
7.1 Unless explicitly stated otherwise in writing by BW PreXLR, the prices and/or fees mentioned by
BW PreXLR are in Euros, excluding value-added tax (VAT) and other taxes and levies imposed by the
government related to the Agreement.
7.2 The fee owed to BW PreXLR is not dependent on the outcome of the execution of the Agreement.
7.3 The fee of BW PreXLR, potentially increased by advances, costs, and third-party invoices, will be
invoiced to the Counterparty per agreed-upon period.
7.4 Innovation validation inherently includes the risk of invalidation. The pricing for BW PreXLR’s
services is project-based and not outcome-dependent. Consequently, the full project fee remains due
and payable by the Counterparty, even if the project results in the invalidation of the innovation.
Invalidation is considered a possible and legitimate outcome of the validation process and does not
entitle the Counterparty to any refund, discount, or compensation.
8. Payment
8.1 Unless explicitly stated otherwise in writing by BW PreXLR, payment must always be made within
fourteen days from the invoice date to a bank account designated by BW PreXLR.
8.2 Payment by the Counterparty to BW PreXLR shall be made in Euros.
8.3 If BW PreXLR requires (full) advance payment of the agreed price, the Counterparty is bound by
this requirement.
8.4 The Counterparty is not authorized to offset the amount owed to BW PreXLR with any other
amount or to suspend its payment obligation(s) towards BW PreXLR.
8.5 If the Counterparty enters into the Agreement together with another party with BW PreXLR, the
Counterparty is jointly liable for the payment of the entire invoice amount.
8.6 If the Counterparty does not cooperate in the execution of the Agreement by BW PreXLR, the
Counterparty is nevertheless obliged to pay the agreed-upon fee to BW PreXLR.
9. Force Majeure
9.1 If the execution of the Agreement is hindered or becomes excessively burdensome due to force
majeure, BW PreXLR has the right to adjust the Agreement to the circumstances, terminate and/or
cancel the Agreement (or have it terminated and/or canceled), or suspend the Agreement.
9.2 Force majeure is understood to mean, in addition to what is understood in the law and
jurisprudence, all causes, foreseen or unforeseen, over which BW PreXLR has no control but which
prevent BW PreXLR from fulfilling its obligations towards the Counterparty. Force majeure includes,
but is not limited to: war (threat), riots, civil unrest, strikes, fire, water damage, natural disasters,
flooding, and other obstructive weather conditions, epidemics, pandemics, traffic obstructions, illness
of personnel, occupation of premises, business disruptions, power outages, disruptions in a
(telecommunication) network or connection, force majeure of suppliers or other subcontracted third
parties, non-delivery or late delivery by suppliers or other subcontracted third parties, and the absence
of any permits obtainable through government channels.
9.3 BW PreXLR can successfully invoke force majeure even if the circumstance that prevents the
fulfillment of the Agreement occurs after BW PreXLR should have fulfilled its obligations.
9.4 The Counterparty cannot derive any right to compensation for damages from the dissolution,
modification, and/or suspension of (the execution of) the Agreement due to force majeure.
9.5 Suspension, modification, or termination of (the execution of) the Agreement based on force
majeure does not release the Counterparty from its obligation to pay for what has been delivered
and/or performed at the time the force majeure situation occurs.
10. Default by Counterparty, Suspension, and Termination
10.1 If Counterparty fails, either partially or completely, to fulfill its payment obligations, fails to fulfill
any of its other obligations under the agreement with BW PreXLR, or fails to fulfill them in a timely or
proper manner, as well as in the event of Counterparty's bankruptcy, suspension of payments granted
to Counterparty, Counterparty being placed under guardianship, in cases other than those mentioned
above where Counterparty can no longer freely dispose of its assets, and in the event that BW
PreXLR has requested Counterparty to provide security for the fulfillment of its obligations and
Counterparty has failed to provide such security or if the provided security is insufficient, then the
claims of BW PreXLR shall become immediately and fully due and payable, and Counterparty shall
automatically be in default. In such a case, BW PreXLR is also authorized, at its discretion, to fully or
partially terminate the Agreement with Counterparty and/or unilaterally terminate the Agreement
without observing a notice period, and/or to suspend its obligations.
10.2 During the period in which Counterparty is in default of payment, Counterparty shall be liable for
interest on the amount owed to BW PreXLR. This interest shall be equal to the statutory commercial
interest pursuant to Article 6:119a of the Dutch Civil Code, increased by 2% per annum.
10.3 After Counterparty has defaulted, BW PreXLR is authorized to enforce the amount owed to it
without further notice of default. All costs associated with this, including both judicial and extrajudicial
costs, shall be borne by Counterparty. The extrajudicial collection costs shall amount to at least 15%
of the amount owed by Counterparty, with a minimum of €1,500.00.
10.4 BW PreXLR is entitled to amend, (partially) terminate, and/or cancel the Agreement if
circumstances arise of such a nature that the performance of the Agreement is impossible, or if other
circumstances arise that justify BW PreXLR's inability to reasonably demand the unchanged
continuation of the Agreement. In such cases, BW PreXLR is not obliged to compensate Counterparty
for any resulting damages and/or costs incurred.
11. Complaints
11.1 Counterparty must report any complaints regarding the performance of the Agreement and/or the
work carried out by BW PreXLR without delay, but no later than within five days after discovery, in
writing to BW PreXLR. Failure to do so will deprive Counterparty of any rights based on the relevant
complaints.
11.2 If Counterparty has timely filed a complaint as referred to in Article 11.1, and the complaint is
deemed valid by BW PreXLR, then BW PreXLR will still fulfill the Agreement as agreed, without
Counterparty having any further rights to claim any compensation whatsoever.
11.3 In order to invoke the rights resulting from Article 11.2, Counterparty must:
- Have reported the relevant complaint(s) in writing and in a timely manner as referred to in Article
11.1.
- Prove that the relevant complaint(s) are directly the result of an attributable shortcoming on the part
of BW PreXLR.
- Provide BW PreXLR with all the cooperation necessary to enable it to fulfill the Agreement as
agreed.
11.4 If it is established that Counterparty has unjustifiably filed a complaint, all costs incurred as a
result thereof, including any investigation costs, shall be fully borne by Counterparty.
12. Limitation of Liability
12.1 BW PreXLR shall be liable to Counterparty for any attributable failure to perform. To the extent
that performance is not permanently impossible, this provision shall only apply in accordance with the
legal provisions on the debtor's default.
12.2 The liability of BW PreXLR, as referred to in Article 12.1, as well as any other liability arising from
other facts or circumstances, shall never exceed and shall always be limited to what is described in
this article.
12.3 BW PreXLR can only be held liable for directly attributable damage. Direct damage shall
exclusively mean:
a. reasonable costs incurred to determine the cause and extent of the damage, to the extent that the
determination relates to damage within the meaning of these General Terms and Conditions;
b. reasonable costs necessary to make the defective performance of BW PreXLR comply with the
Agreement.
c. reasonable costs incurred to prevent or mitigate damage, to the extent that Counterparty
demonstrates that these costs have led to the limitation of direct damage as referred to in these
General Terms and Conditions.
12.4 BW PreXLR shall never be liable for any other damages than the aforementioned direct
damages, including indirect damages, consequential damages, lost profits, savings, and damages due
to stagnation.
12.5 Counterparty is obliged to provide BW PreXLR with a reasonable opportunity to remedy the
failures for which BW PreXLR is liable or to limit or rectify the damage resulting from those failures.
12.6 If the execution of the Agreement by BW PreXLR leads to liability, such liability shall always be
limited to the amount for which the insurance taken out by BW PreXLR provides coverage.
12.7 If, for any reason whatsoever, no payment is made under the insurance referred to in Article 12.6,
as well as in all other cases, any liability of BW PreXLR shall be limited to the price charged by BW
PreXLR to Counterparty for the respective Agreement, with a maximum of €10,000.00.
12.8 BW PreXLR shall not be liable for damage caused by a defect in or to the services provided by
BW PreXLR to Counterparty, or the work performed by BW PreXLR if:
- the defect is due to inaccurate, incomplete, and/or unreliable information, instructions, data, and
indications provided by or on behalf of Counterparty to BW PreXLR;
- Counterparty has not complied with its obligation under Article 12.5, unless this could not reasonably
be expected from Counterparty considering the circumstances.
12.9 Counterparty fully indemnifies BW PreXLR against all claims by third parties for compensation of
damage arising from or as a result of the use of the services provided by BW PreXLR to Counterparty
or the work performed by BW PreXLR.
12.10 Any liability of BW PreXLR shall expire one year after the occurrence of the event causing the
damage. The legal claim for compensation or rectification of Counterparty against BW PreXLR shall
expire one year after Counterparty has notified BW PreXLR in writing of its liability.
13. Intellectual Property and Ownership Rights
13.1 All intellectual property rights arising from the performance of the Agreement, including but not
limited to patent rights, trademark rights, design rights, and copyrights, among others, relating to the
business concept of BW PreXLR, programs, whitepapers, (e-)books, film materials, training modules,
presentations, and infographics of BW PreXLR, as well as computer and/or software programs, i-
depots, domain names, (technological) development strategies of BW PreXLR, etc., exclusively
belong to BW PreXLR. If such a right can only be obtained through a deposit or registration, only BW
PreXLR is authorized to do so unless BW PreXLR has explicitly confirmed otherwise in writing.
13.2 Parties may agree that the rights referred to in Article 13.1 are wholly or partially transferred to
Counterparty. This transfer and any conditions under which the transfer takes place shall always be
documented in writing.
13.3 Counterparty guarantees that it will respect the intellectual property rights of BW PreXLR and any
third parties. If, due to data, resources, and/or documents provided by Counterparty and used in the
performance of the Agreement, BW PreXLR infringes upon the intellectual property rights of third
parties, Counterparty shall indemnify BW PreXLR upon first request.
13.4 Counterparty agrees that all information received by BW PreXLR from Counterparty - whether or
not confidential and/or proprietary information - may be used by BW PreXLR for the purpose of
performing the Agreement, including, but not limited to, compiling and maintaining best practices,
developing, strengthening, modifying, and improving technologies, tools, methodologies, services, and
offerings, or for the purpose of conducting data analysis or generating insights in any other way
(including statistics, research purposes, and benchmarking).
13.5 Counterparty is not entitled to disclose and/or distribute to third parties the data, resources, and
documents used and/or provided by BW PreXLR for the performance of the Agreement.
13.6 In the event that Counterparty infringes upon the intellectual property rights mentioned in Article
13.1 or fails to comply with the provisions of Article 13.5, Counterparty shall be liable to BW PreXLR
for a immediately payable penalty of €50,000.00 per violation, and €5,000.00 per day that the violation
continues, without prejudice to BW PreXLR's right to full compensation for any damages suffered as a
result.
14. Confidentiality
14.1 BW PreXLR and Counterparty mutually undertake to maintain confidentiality with regard to all
confidential and/or proprietary information that becomes known to them in the context of the
(performance of the) Agreement, both during the term of the Agreement and thereafter.
14.2 Counterparty is not allowed to disclose to third parties any information, reports, advice provided
by BW PreXLR, or any other statements made by BW PreXLR in the context of the (performance of
the) Agreement unless expressly confirmed otherwise by BW PreXLR in writing.
15. Internal and External Statements
15.1 For internal communication purposes, during the term of the Agreement, Counterparty is
authorized to use the name "PreXLR" or "XLR," depending on the program, regarding the performance
of the Agreement by BW PreXLR.
15.2 For external communication purposes, during the term of the Agreement, Counterparty is
authorized to use the name "BW PreXLR," "PreXLR," or "XLR" regarding the performance of the
Agreement by BW PreXLR.
15.3 BW PreXLR is entitled to mention the name of Counterparty to third parties as a party for whom
BW PreXLR has provided services unless Counterparty has expressly confirmed otherwise in writing.
15.4 BW PreXLR is entitled to communicate to third parties about how it has coached Counterparty
(including the innovation team and/or startups), subject to the provisions of Article 14 unless
Counterparty has expressly confirmed otherwise in writing.
15.5 BW PreXLR is entitled to take photos and videos during the performance of the Agreement and
use them for marketing and educational purposes, unless Counterparty has expressly confirmed
otherwise in writing.
16. Processing of Personal Data
16.1 If BW PreXLR processes personal data (as defined in Regulation (EU) 2016/679 of the European
Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the
processing of personal data and on the free movement of such data, hereinafter referred to as "the
GDPR") or has them processed, BW PreXLR shall comply with the applicable laws and regulations,
including but not limited to the GDPR, regarding the processing of such data. In such cases, BW
PreXLR shall be considered a processor as defined in the GDPR and shall fulfill its obligations arising
from the GDPR as a processor. In this case, BW PreXLR and Counterparty shall enter into a data
processing agreement in the sense of the GDPR, in which the arrangements between the parties will
be documented.
16.2 In the event of processing of personal data as referred to in paragraph 1 of this article,
Counterparty shall ensure that the processing of personal data is not unlawful and does not infringe on
the rights of the data subjects or third parties. Counterparty indemnifies BW PreXLR against any
claims from data subjects or third parties resulting from Counterparty's non-compliance with the
applicable laws and regulations, including but not limited to the GDPR. BW PreXLR shall only be liable
for damages caused by the processing of personal data if the processing did not comply with the
specific obligations of the GDPR directed at BW PreXLR as a processor or if it was contrary to the
written instructions of Counterparty.
17. Applicable Law and Disputes
17.1 Dutch law shall exclusively apply to any legal relationship between BW PreXLR and Counterparty
to which these General Terms and Conditions apply.
17.2 Any disputes between BW PreXLR and Counterparty shall be settled by the Zeeland-West-
Brabant District Court, located in Breda.
18. Miscellaneous Provisions
18.1 BW PreXLR is entitled to unilaterally amend its General Terms and Conditions. Amendments to
the General Terms and Conditions will be notified to Counterparty and will take effect upon notification.
18.2 If any provision in these General Terms and Conditions is null and void or unenforceable, it does
not affect the validity or enforceability of any other provision in these General Terms and Conditions. If
a provision in these General Terms and Conditions is null and void or unenforceable, it shall be
replaced by a valid provision that most closely reflects the intent of the null and void or unenforceable
provision.
18.3 If any provision in these General Terms and Conditions is unreasonably burdensome or if
reliance on a provision in these General Terms and Conditions would be unacceptable according to
standards of reasonableness and fairness, the respective provision shall be replaced by a valid
provision that most closely reflects its intent.
18.4 Counterparty is not allowed to transfer the rights and/or obligations under the Agreement to third
parties unless expressly confirmed otherwise in writing by BW PreXLR.