Terms & Conditions

These General Terms and Conditions apply to all offers and agreements arising therefrom between Robot Kittens B.V. in Hilversum, Chamber of Commerce 77657071, and its Client(s).

The applicability of any general terms and conditions of a Client or third parties is expressly rejected. Any provisions or conditions set by a Client that deviate from, or do not appear in, these General Terms and Conditions are therefore only binding on Robot Kittens B.V. if and insofar as Robot Kittens B.V. has specifically accepted them in writing.

Offer and acceptance

Robot Kittens B.V. prepares an offer in which Robot Kittens B.V. will indicate what work (‘the Services’) Robot Kittens B.V. offers to perform, what is included in the Services and the fee payable for the Services. Only the description of the Services specified in the offer is binding.
In general, the Services include the design and programming of websites, online services, software, layouts, design (‘Works’) and everything related to the graphic development thereof. Other work will be performed only if specified in the offer.
An offer is without any obligation and valid up to and including 14 days from the send date, unless otherwise specified in the offer. After this period has expired, Robot Kittens B.V.'s offer has expired and Robot Kittens B.V. can never be obliged to still carry out the offer. If Robot Kittens B.V. does proceed to carry out the offer, then the offer will be deemed to have been accepted and the Agreement between the Parties will have been formed.
The Agreement is formed when, within 14 days of the offer send date, Robot Kittens B.V. receives a notification of acceptance from the Client. The Client may send this notification by email.
If the Client does not (yet) explicitly indicate that it agrees with the offer, but nevertheless agrees or gives the impression of consenting to Robot Kittens B.V. performing work that falls within the description of the Services, the offer is considered accepted. This also applies when the Client requests Robot Kittens B.V. that certain work be carried out without waiting for a formal offer.
Changing Services is only possible with the consent of both parties, except when these General Terms and Conditions provide otherwise. Robot Kittens B.V. will perform requested additional work at the usual hourly rate. Robot Kittens B.V. will state in advance that certain work is additional work.
If required for the proper performance of the Services, Robot Kittens B.V. has the right to have certain work carried out by third parties. Robot Kittens B.V. will exercise due care when selecting third parties. Robot Kittens B.V. is authorised by the Client to accept any limitations to liability of third parties on the Client’s behalf. Requests for services are deemed to be addressed exclusively to Robot Kittens B.V. and not, for example, to a third party as mentioned above.

Performance of the Services

After the Agreement has been formed, the Services will be performed by Robot Kittens B.V. as soon as possible in accordance with the offer, taking into account the reasonable wishes of the Client.
The Client is obliged to do and refrain from doing all that is reasonably desirable and necessary to enable the correct and timely performance of the Services. In particular, the Client ensures that all data, which Robot Kittens B.V. indicates to be necessary or which the Client should reasonably understand to be necessary for the performance of the Services, be provided to Robot Kittens B.V. in due time. The Client also guarantees the correctness and completeness of all data and information provided to Robot Kittens B.V. The consequences of not or not timely providing the correct and complete information on time, such as, for example, the shifting of delivery dates, are for the account of the Client. The Client will

provide Robot Kittens B.V. access to all places, services and accounts under its control (such as web hosting accounts) to which Robot Kittens B.V. reasonably needs access to be able to provide the Services. In special cases, it can be agreed that the Client itself places the necessary data or adjusts these services or accounts.

Robot Kittens B.V. will endeavour to perform the Services carefully, properly and to the best of its ability. If required for the proper performance of the Services, Robot Kittens B.V. reserves the right to have certain work carried out by third parties. Requests for services are deemed to be addressed exclusively to Robot Kittens B.V. and not, for example, to a third party as mentioned above.
Robot Kittens B.V. is entitled, but never obliged, to examine the correctness, completeness or coherence of the source materials, requirements or specifications made available to Robot Kittens B.V. and, if any imperfections are discovered, to suspend the agreed work until the Client has removed or corrected the imperfections in question. The consequences of not removing or correcting imperfections in a timely manner, such as, for example, the shifting of delivery dates, lies with the Client.
Robot Kittens B.V. has the right not to perform the Services (temporarily) or to perform them on a limited basis if the Client fails to comply with an obligation towards Robot Kittens B.V. with respect to the Agreement or acts contrary to these General Terms and Conditions.
Robot Kittens B.V. will endeavour to respond to a request from the Client as quickly as possible, but cannot make any concrete promises about response times, unless otherwise agreed in the offer.

Hosting

If the Service extends to hosting a Work, Robot Kittens B.V. will endeavour to adjust the relevant Services in the event of a change of service by third parties in order to achieve uninterrupted continuation as much as possible. The costs involved will be invoiced to the Client as additional work.
If Robot Kittens B.V. is not a party to the delivery of the Services referred to in the previous paragraph, Robot Kittens B.V. cannot guarantee that the counterparties to these supply contracts will at any time allow a Service to be delivered as desired by the Client, and Robot Kittens B.V. is therefore not responsible or liable for this. The Client hereby indemnifies Robot Kittens B.V. against any claim in this regard. The same applies if relevant laws or regulations make delivery of a Service difficult or impossible.

Domain name

If the Service extends to registering a domain name, Robot Kittens B.V. will endeavour to obtain that domain name on behalf of the Client and Robot Kittens B.V. will endeavour to apply for the domain name with the issuing authority such as Stichting Internet Domeinregistratie Nederland (SIDN).
Client accepts, upon registration of the domain name by Robot Kittens B.V. on behalf of the client, the general terms and conditions of the issuing authority and will strictly comply with said terms and conditions. The Service will only be deemed to have been delivered after the issuing authority has confirmed that domain registration was successful. An invoice for registration fees is not proof of delivery.

Development of Works

1. With regard to developing, configuring and/or adapting Works such as websites, applications, lay-out, data files, software, documentation, advice, reports, analyses, designs, texts, photographs, films, sound recordings, images, audiovisual material, logos or corporate identities/house styles (hereinafter: ‘Works’), the provisions of this article apply.

Robot Kittens B.V. makes no guarantees with respect to and is not responsible or liable for the functioning when non-current or outdated operating systems, browsers, plug-ins, scripts, other software and hardware are used, unless and insofar as stated otherwise in the offer.
Robot Kittens B.V. is entitled, but never under an obligation, to examine the accuracy, completeness or consistency of the source materials, requirements or specifications made available to it. If any imperfections are discovered, Robot Kittens B.V. will be entitled to suspend the agreed work until the Client has removed the imperfections in question. The consequences of not removing imperfections in a timely manner, such as, for example, the shifting of delivery dates, lies with the Client.
If a Service requires the Client to provide source materials to Robot Kittens B.V., the Client guarantees at all times that it has all licences necessary for the provision to and intended use by Robot Kittens B.V. The Client will indemnify Robot Kittens B.V. against claims by third parties regarding infringement of these rights.
Robot Kittens B.V., unless otherwise agreed, has the right to use third-party images, software and components, including stock photos and open-source software, in the development, configuration or modification of Works. Any costs involved will be charged to the Client afterwards.
After delivery, the responsibility for correct compliance with the relevant third-party licences when using the developed Works lies with the Client. Robot Kittens B.V. will adequately inform the Client about the applicable licensing conditions.
The Client will indemnify Robot Kittens B.V. against claims by third parties concerning installation and licences of the software, except insofar as the claims are the result of information or licences supplied by Robot Kittens B.V.
Unless otherwise agreed, Robot Kittens B.V. will never make the source files (such as, but not limited to, PSD, HTML/CSS or PHP code) of delivered Works available to the Client or third parties.
Robot Kittens B.V. will retain source files of the Works as long as Robot Kittens B.V. performs Services for the Client. Robot Kittens B.V. is entitled to remove the source files after this period. If the Client does not issue follow-up orders in respect of these Works until after this period, Robot Kittens B.V. will be entitled to charge for the redevelopment, restoration or retrieval of these source files.

Delivery and acceptance

Robot Kittens B.V. will deliver to be developed or edited Works, or portions thereof, when, in its professional opinion, they meet the specifications or are suitable for use.
Robot Kittens B.V. conducts one revision round per delivery as standard. Additional revision rounds will be charged as additional work at the usual hourly rate. The consequences for the additional revision rounds, such as the shifting of delivery dates, lies with the Client.
The Client must subsequently evaluate and approve or reject the work delivered within 5 days of delivery. If the Client does not reject the work delivered within this period, the work delivered will be deemed to have been accepted. If a Work is delivered in stages, the Client must approve or reject the portion of the Work delivered for that stage upon completion of each stage in the manner provided in the preceding paragraph. The Client may not base approval or rejection at a later stage on aspects approved at an earlier stage.
If the Client rejects all or part of the work delivered, Robot Kittens B.V. will endeavour to remove the reason for rejection as soon as possible. Robot Kittens B.V. can do this by revising the result or by stating/motivating why the reason given by the Client does not apply. The Client then has a period of 5 days to approve or reject the revision or motivation.
If a party indicates that it does not consider or no longer considers further revisions meaningful and wishes to terminate the collaboration, both parties will be entitled to terminate the Agreement with respect to the rejected work. In such case, the Client will pay a minimum of 50% of the project price to Robot Kittens B.V., unless the actual hours worked by Robot Kittens B.V. are equivalent to an amount higher than 50% of the project price. In such case, the hours actually worked by Robot Kittens B.V. until termination of the

Agreement between the Parties will be paid by the Client. The Client need not pay the remaining amount related to the rejected work. The Client is not entitled to use the rejected work in any way.

The standard warranty period is equal to the production time (example: if the production time is 3 weeks, this leads to a warranty period of 3 weeks) with a maximum of 3 months after acceptance of (part of) the product in question. During this warranty period, Robot Kittens B.V. will endeavour to resolve within a reasonable time any unexpected ‘bugs’ (critical errors that impede use) in the product that have occurred in the product before delivery or after delivery but during the warranty period, and which have been detected by the Client before or during the warranty period. Defects to the work delivered that occur after expiry of the aforementioned warranty period will not constitute a failure in the performance. After the aforementioned warranty period, any work by Robot Kittens B.V. to repair defects will, therefore, be considered additional work and Robot Kittens B.V. will perform such work at the usual hourly rate.
After acceptance of the work delivered, any liability for defects in the work delivered will lapse, unless Robot Kittens B.V. knew or should have known of the defect at the time of acceptance. In any event, any liability for defects in a Work will lapse after expiry of the warranty period for any reason whatsoever.

Intellectual property rights

Robot Kittens B.V. uses open-source software for its work, the rights to which are held by third parties. For works created by Robot Kittens B.V. itself, the rights are held by Robot Kittens B.V. unless it is agreed in writing with the Client that the rights will be transferred.
If the licence to certain open-source software entails that the Client can only distribute (parts of) the software as open source, Robot Kittens B.V. will advise/notify the Client in this regard in a timely manner.
The Client is not entitled to make changes to Works received. As soon as the Client itself makes changes or instructs third parties to make changes to Works received, any liability on the part of Robot Kittens B.V. for the Works will lapse. The Client is itself responsible for changes it makes, as well as for any consequences thereof.
The Works developed by Robot Kittens B.V. for the Client remain the property of Robot Kittens B.V. The Client will be granted a non-exclusive, transferable, worldwide right of use to the Works developed (executable code) for a period equal to the technical life of the Work developed. The fee payable for this right of use is deemed to be included in the offer issued by Robot Kittens B.V.
If the Client wishes to acquire the intellectual property rights, this can be done by entering into a Deed of Transfer and Delivery of Intellectual Property with Robot Kittens B.V. and upon advance payment of a ‘lump sum’ (fixed amount) to be agreed upon by the parties in mutual consultation.
The Client is not permitted to remove or change any copyright, trademark, trade name or other intellectual property notices from the materials, including notices concerning the confidential nature and non-disclosure of the materials.
Robot Kittens B.V. is permitted to take technical measures to protect the materials. If Robot Kittens B.V. has secured the materials through technical protection, the Client is not permitted to remove or circumvent this security. As soon as the Client itself removes or circumvents security measures or instructs third parties to do so, any liability on the part of Robot Kittens B.V. for the Works will lapse. The Client is itself responsible for the removal or circumvention of the security measures, as well as for any consequences thereof.

Installation and maintenance of Works

1. If agreed as a Service, Robot Kittens B.V. will install and configure the Works or further agreed software or other data in a hardware, software and network environment to be designated by the Client. The selection, purchase and management of this hardware,

software and network environment is solely and entirely the responsibility of the Client. Robot Kittens B.V. will provide instructions on the desired configuration. If the designated environment does not meet Robot Kittens B.V.'s requirements, Robot Kittens B.V. will inform the Client thereof and indicate the consequences for installation or configuration, so that the Client can ensure within a reasonable period of time that the designated environment does meet the requirements of Robot Kittens B.V. (whereby liability for consequences, such as the shifting of delivery dates, lies with the Client) or can choose to allow installation or configuration to proceed at its own expense and risk. In the latter case, any liability on the part of Robot Kittens B.V. for installation and configuration in the Client's designated environment will lapse. The Client is itself responsible for installation or configuration in its designated environment as well as for the consequences thereof in the event that the designated environment does not meet Robot Kittens B.V.'s requirements.

At Robot Kittens B.V.’s request, the Client will provide Robot Kittens B.V. employees and auxiliary persons with all necessary access to the environment to enable installation, configuration, maintenance, and adjustments of the software. Physical access to hardware will occur only when necessary, and only after prior consultation with the Client.
If third-party licences are necessary for the use of Works, the Client will procure such licences and ensure that the provisions contained therein are strictly observed. The Client indemnifies Robot Kittens B.V. against claims by third parties concerning software installation and licences.
If maintenance is agreed as a Service, Robot Kittens B.V. will endeavour to repair errors in the Works and associated software. However, Robot Kittens B.V. depends on supplier(s) and third parties for this. In the event of new functionality or changes that may substantially alter the functioning of the software, Robot Kittens B.V. will consult with the Client in advance. Such maintenance will be invoiced on an hourly basis at the usual hourly rate, unless otherwise agreed.
However, Robot Kittens B.V. is always entitled to reject such a request to repair errors if, in its judgment, this is not feasible or may hinder proper functioning or availability of the software. Such maintenance will be invoiced on an hourly basis at the usual hourly rate, unless otherwise agreed. If the Client wishes to make a change to a Work independently, this will be entirely at the Client's own risk and under the Client’s own responsibility, unless the Client has notified Robot Kittens B.V. of the desired change in advance and Robot Kittens B.V. has approved it in writing. Robot Kittens B.V. may attach conditions to this approval. Robot Kittens B.V. may refuse to perform further maintenance on the modified Work or perform such maintenance with a surcharge on the usual hourly rate in case of changes that are made without the approval of Robot Kittens B.V..

Changes to the Services

All changes to the Services, whether at the request of the Client or as a result of the fact that a different performance is necessary due to any circumstances whatsoever, will be considered as additional work if this involves extra costs and insofar as there are fewer costs as less work. Additional work will be invoiced tot the Client at the usual hourly rate. Less work will not be charged.
If Robot Kittens B.V. has to perform more work than Robot Kittens B.V. should have foreseen at the time of the offer, or has to work under more onerous circumstances than Robot Kittens B.V. was aware of or should have been aware of when entering into the Agreement, Robot Kittens B.V. will be entitled to charge the Client for the resulting extra costs as additional work at the usual hourly rate.
The right from the previous paragraph is conditional on Robot Kittens B.V. having informed the Client in due time of the circumstances and extra costs referred to in said paragraph. If the Client does not agree with the extra costs involved, it has the right to cancel the part of the additional work not yet performed, however, without entitlement to a refund or a waiver of the costs of additional work already performed.

Prices and payment

All prices are in euros, unless otherwise agreed with the Client.
If the Client purchases a set number of hours, 50% percent of the full amount due must be
paid in advance and 50% upon project delivery.
Robot Kittens B.V. will send the Client an electronic invoice for the amounts payable by the
Client.
The payment term for invoices is 14 days after the invoice date, unless a longer payment
term is indicated on the invoice. If the Client does not pay on time, the Client will automatically be in default as of 14 days after the invoice date without notice of default being required. If an amount due is not paid within the payment term, statutory interest will be due on the outstanding invoice amount.
If the Client believes that (part of) an invoice is incorrect, it must notify Robot Kittens B.V. of this within the payment term. The payment obligation relating to the challenged part of the invoice (but not the rest of the invoice) will be suspended until Robot Kittens B.V. has investigated the notification. If after investigation by Robot Kittens B.V. it turns out that the challenge was unjustified, the Client must still pay the amount due for the challenged (part of the) invoice within seven days.
In the event of late payment, the Client is liable and obliged to pay, in addition to the amount due and the interest accrued thereon, both extrajudicial and judicial (collection) costs (the litigation costs), including the full costs of lawyers, legal advisors, bailiffs and collection agencies.
Payment will be immediately due and payable in the event that the Client is declared bankrupt, the Client applies for a debt moratorium, the Client’s assets are seized, the Client dies, or the Client goes into liquidation or is dissolved.
Once per calendar year, Robot Kittens B.V. will be entitled to adjust the rates used for ongoing projects. Robot Kittens B.V. will notify the Client of rate changes at least 2 (two) months in advance. The Client has the right to terminate the Agreement in the event of a price increase, subject to a notice period of 1 (one) month.
All prices invoiced by Robot Kittens B.V. are exclusive of taxes (VAT) and other government-imposed levies.
The Client is under an obligation to pay Robot Kittens B.V. the amounts arising from the Agreement. If the Client consists of more than one legal entity, each of those legal entities will be jointly and severally liable to meet the payment obligations.
If proof must be provided concerning the performance and the associated amounts payable by the Client, all relevant documents and data from Robot Kittens B.V.'s systems and records will constitute full proof, without prejudice to the Client's right to provide evidence to the contrary.

Confidentiality

The Parties will treat information that they provide to each other before, during or after the performance of the Agreement as confidential when such information is marked as confidential or when the receiving party knows or should know that the information was intended to be confidential. The Parties will also impose this obligation on their employees as well as on third parties engaged by them for the performance of the Agreement.
Robot Kittens B.V. may use any knowledge gained in the performance of the Agreement for other assignments, provided that no information of the Client becomes available to third parties in breach of confidentiality obligations.
The obligations under this article will survive termination of the Agreement for any reason for as long as the party providing the information can reasonably claim confidentiality of the information.

Liability

Robot Kittens B.V. will only be liable towards the Client in the event of an attributable failure to perform the Agreement and only for alternative compensation, i.e. compensation of the value of the omitted performance.
Except insofar as this is not legally permitted, any liability of Robot Kittens B.V. will be limited to the amount paid out under the liability insurance taken out for Robot Kittens B.V. in the case in question, increased by any applicable excess under that insurance.
If the insurer does not pay out in a given case, Robot Kittens B.V.’s liability for the total damage resulting from or in connection to the agreed work is limited to the amount that the Client has paid to Robot Kittens B.V. for the work in connection with the work which caused the damage, and an amount between a minimum of EUR 100 and maximum of EUR 1,000 will be paid as compensation on top of the amount that the Client has paid to Robot Kittens B.V. for the work in connection with which the damage has arisen. The Client will only be entitled to present a claim to Robot Kittens B.V. for this limited amount.
In the event of liability under the previous articles, Robot Kittens B.V. will only be under an obligation to compensate the amount stated in the offer.
Robot Kittens B.V.'s liability for attributable failure to perform the Agreement will only arise if the Client gives Robot Kittens B.V. immediate and proper notice of default in writing, whereby a reasonable period is given to eliminate the failure, and Robot Kittens B.V. continues to default on its obligations even after that period. The notice of default must contain as detailed a description of the failure as possible, so that Robot Kittens B.V. is able to respond adequately.
Any claim for compensation against persons with whom Robot Kittens B.V. has a joint venture relationship is excluded. Said persons may at any time invoke this third-party clause stipulated for their benefit.
When Robot Kittens B.V. engages third parties for the execution of work, it accepts no liability for damage resulting from failures by these third parties. Robot Kittens B.V. will not be liable for any acts or omissions of third parties. Robot Kittens B.V. excludes any liability resulting from or in any way related to the insolvency or other failure to meet obligations of or by any bank, financial institution or other third party.
At first request, Robot Kittens B.V. will transfer to the Client the rights Robot Kittens B.V. can exercise against the relevant third party in connection with the damage caused by the third party.
The Client indemnifies Robot Kittens B.V. against all claims by third parties that are in any way related to or arise from the assignment and/or the work performed for the Client. This indemnification includes the costs of legal assistance. The provision of this article and all other provisions in these General Terms and Conditions which are intended to create rights for the benefit of third parties are also intended as an irrevocable third-party clause, made against them free of charge as referred to in Article 6:253(4) of the Dutch Civil Code.
A claim of the Client will in any case lapse if Robot Kittens B.V. is not notified in writing of the claim within 12 months of the discovery of an event or circumstance which gives or may give rise to liability. Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, any claim against Robot Kittens B.V. will in any case lapse 12 months after the event causing the damage was discovered or should reasonably have been discovered.
In case of force majeure, which in addition to Article 6:75 of the Dutch Civil Code, shall in any case include failures, disruptions or breakdowns of the internet, the telecommunications infrastructure, power failures, domestic unrest, mobilisation, war, traffic jams, strikes, lockouts, business disturbances, supply congestion/stagnation, fire, flood, import and export impediments, and in the event that either Party is unable to deliver or execute the Agreement by its own suppliers, regardless of the reason, from delivering or performing the Agreement as a result of which compliance with the Agreement cannot reasonably be required of the other Party, performance of the Agreement will be suspended or the Agreement will be terminated if the force majeure situation has lasted longer than ninety days, all without any obligation to pay damages, even if any advantage is enjoyed as a result of the force majeure situation.

Duration and termination

This Agreement is entered into for the term necessary for delivery of the Services. The Agreement may only be terminated early as provided for in these General Terms and Conditions, or with the consent of both Parties.
The Client may proceed to the early termination of a Service involving the development or modification of Works upon payment of a buyout fee of 50% of the total value of the undelivered parts of the Agreement.
If certain Services are intended to be provided for an indefinite period (such as maintenance), the Agreement for these Services is deemed to have been entered into for periods of one year at a time. Both parties can always terminate the Agreement in writing towards the end of thid period with a notice of two months.
Upon cancellation, termination or dissolution for any reason, Robot Kittens B.V. is entitled to delete or make inaccessible all data stored and close all of the Client’s accounts as of the date the Agreement ends. Robot Kittens B.V. is not obliged in such case to provide the Client with a copy of this data.

Amendments to the Agreement

After acceptance, the Agreement may only be amended by mutual consent.
However, if the Agreement is a long-term (continuing performance) agreement, Robot Kittens
B.V. is entitled to unilaterally change or add to these General Terms and Conditions once per calendar year. Robot Kittens B.V. must give notice thereof to the Client at least two months before the changes or additions will take effect. However, amendments to these General Terms and Conditions can never override a specific agreement.
If the Client objects within this period, Robot Kittens B.V. will consider whether or not to withdraw the changes or additions to which the Client has objected. Robot Kittens B.V. will notify the Client of this decision. If Robot Kittens B.V. does not wish to withdraw changes or additions to which the Client has objected, the Client will be entitled to terminate the Agreement as of the date they will take effect.
Robot Kittens B.V. may at any time amend these General terms and Conditions if necessary on account of changes to legal regulations. The Client cannot object to such amendments.
All changes in the performance of a Service, whether at the request of the Client or as a result of the fact that any circumstances whatsoever necessitate a different performance, will be regarded as additional work if this results in additional costs or as less work if this reduces costs.
The Client understands that amendment of the Agreement and/or the arising of additional work may affect the agreed or expected time of completion of all agreements made in the Agreement.

Support

As standard, Robot Kittens B.V. will support current and previous versions (release versions) of operating systems and browsers, as measured/determined on the date of project delivery.
For online projects, Robot Kittens B.V. supports the following browsers: Edge, Firefox, Chrome and Safari on Windows and macOS.

Final provisions

1. This Agreement is governed by Dutch law. Insofar as the rules of mandatory law do not prescribe otherwise, all disputes which may arise as a result of this Agreement will be submitted to the competent Dutch court for the district in which Robot Kittens B.V. is established. If a translation of these General Terms and Conditions has been sent to Client, the Dutch text shall be decisive.

If any provision of this Agreement is found to be void, this will not affect the validity of the entire Agreement. The Parties will in such case determine and adopt a new provision or new provisions to replace the void provision or provisions, which will as much as legally possible give effect to the intention of the original Agreement and these General Terms and Conditions.
In these General Terms and Conditions, ‘in writing’ or ‘written’ includes email and communications by fax, provided that the identity of the sender and the integrity of the content are sufficiently established. The Parties will endeavour to confirm the receipt and content of communications by email.
The version of any communication received or stored by Robot Kittens B.V. will be deemed authentic, subject to proof to the contrary provided by the Client.
Each Party will only be entitled to transfer its rights and obligations under the Agreement to a third party with the prior written consent of the other Party. In deviation therefrom, Robot Kittens B.V. will always be entitled to transfer its rights and obligations under the Agreement to a parent company, subsidiary or sister company.