General Terms and Conditions

Definitions in these terms and conditions: “The Client” stands fort he company, organization or individual with whom the contract is entitled to; “KC” stands for Klauwer Consultancy, the providing company; “The agreement” stands fort he purchase order, contract, proposal and/or statement-of-work between the Client and KC including these Terms and Conditions and any other documents specified as addendum in the Agreement; “The Project” means the services to be provided by KC tot he Client as specified in the Agreement. These General Terms and Conditions are also available in Dutch. In case of contradiction between the English version and the Dutch version, the text of the the Dutch version shall prevail.

1. Quotation, general provisions

1.1. These general terms and Conditions shall apply to any and all quotations and agreements, whereby KC delivers project management, services and/or goods of any nature, tot he Client, also if these are not (further) specified in these Terms and Conditions.

1.2. KC reserves the right to modify these General Terms and Conditions with immediate effect by means of a written notification tot he Client. This shall, however, not affect the core agreements in the agreement between the parties, such as price, scope and content of the Parties performance.

1.3. All agreements, as well as belonging amendments, will only be conformed by undersigning by both parties of an offer from KC or any other document, or when the Client makes it possible for KC to commence with work which is part of the Agreement.

1.4.In the event that in these General Terms and Conditions or otherwise in any communication with the Client, reference is made to any agreements made, these will solely be understood to mean written communication or communication via fax and never electronic mail communication, including without being limited to e-mail.

2. Execution

2.1. KC shall perform the service carefully and skilfully subject to an obligation to perform to the best of one’s ability, where necessary in compliance with the written agreements and procedures made with the Client.

2.2.In the event that it has been agreed that the services will be performed in phases, KC shall have the right to postpone the commencement of next phase service until the Client has approved the results of the previous phase in writing.

3. Fees, price and payment

3.1. . Unless indicated otherwise by KC, all prices and fees stated by KC shall be in Euro and exclusive of value-added tax (VAT) and/or other government charges. Unless the offer expressly provides otherwise, travel expenses, subsistence, accommodation and other project-related expenses are not included in the prices and fees. As far as such expenses are not included, KC can invoice these separately

3.2.. In the event that KC has to pay for its expenditures in another currency than the legal currency in The Netherlands, the cost and expenses shall be based on the exchange rates published by the European Central Bank on the date when the proposal was sent to the Client

3.3. All invoices shall be paid by the Client in compliance with the payment terms stated on the invoice and/or the payment terms agreed upon otherwise and in writing. In absent of specific terms and conditions, the Client shall pay within 14 (fourteen) days after the invoice date.

3.4. In the event that the Client fails to pay the amounts due within the agreed period of time, the legal interest shall be payable by the Client on the unpaid sum, without any notice of default Date!of!issue:!August!3,!2015 being required, in the sense of Section 6.119a and Section 6.120 of the Dutch Civil Code (statutory commercial interest). In the event that, following a notice of default, the Client continues to fail payment of the debt, debt collection can be entrusted to a third party, in which case the Client shall pay, in addition to the total amount due at such time, reasonable compensation of any extrajudicial costs and, if applicable, judicial costs, including without being limited to all of the costs as referred to in Section 6.96 of the Dutch Civil Code, calculated by external experts, apart from the legally determined costs, in connection with the collection of this debt or execution of law otherwise, the amount is set to at least 15 % of the total sum.

3.5. . In the event of late payment, KC is entitled at all times to suspend its obligations without being obliged to pay any kind of penalties to the Client. Insofar as KC carries out services at the Client’s request during this period, KC can charge a separate invoice for this in accordance with its general fees.

3.6.The Client is obliged to ensure that it is and remains creditworthy during the duration of the agreement. KC is entitled at any time to investigate or outsource investigation to the Client’s creditworthiness. If the results of such an analysis gives reason to expect that the Client will not be able to fulfil its obligations subject to the agreement, KC is entitled to require that the Client provides (additional) measurements and/or pay in cash and-or KC can adjust its fee / prices and/or suspend its performance delivery.

4. Premature termination of an Agreement

4.1. KC can terminate the agreement prematurely, if it is likely that the activities can no longer be carried out in compliance with the agreement and any modifications thereof, or if there are serious reasons for termination in the sense of Section 7.408, Paragraph 2 of the Dutch Civil Code. The Client must be notified of all this in writing, stating reasons.

4.2. The right of the Client pursuant to Section 7.408, Paragraph 1 of the Dutch Civil Code to terminate an assignment agreement at any time is expressly excluded.

5. Confidential information

5.1. The Contracting Parties will act under the mutual obligation to keep confidentiality of all information they receive from each other, unless a legal obligation requests the disclosure of such information and/or data. Consequently, the Contracting Parties shall not disclose or have disclosed in any way directly or indirectly any information and/or data from the other Party or make such information and/or data available to any third party without the other Party’s prior and explicit consent. Information shall in any case be considered confidential if referred to as such by one of the Parties. The obligation to confidentiality shall end two years after the termination of the agreement, unless agreed upon otherwise.

5.2.. If KC makes documentation, programs, presentations, know-how or other goods available to the Client, the Client will not use these for another purpose than those for which they were provided and will not provide them to third parties without written permission from KC.

5.3. In the event of termination of the Agreement, the data and information made available to the Client by KC will be destroyed or returned in a manner to be agreed upon, at KC´s discretion. The costs of destruction or return will be for the Client.

5.4. Neither party, without previous written consent from the other party, will mention the Agreement in publications or commercial expressions. Parties will not refrain unreasonably from giving this written consent. This does not impede KC s right to use the Client’s name as well as a short description of the work as a reference for (potential) other Clients.

6. Cooperation by the Client

6.1. Every quotation or proposal of KC is based on the information provided by the Client. The Client guarantees that all of the information and data which may be useful and necessary for the implementation of the agreement, have been provided and that this information is correct and Date!of!issue:!August!3,!2015 complete. The Client shall always continue to provide KC with the information required for the proper implementation of the agreement and shall provide every cooperation necessary.

6.2. . In the event that information or input which is necessary for the execution of the agreement has not or not timely been made available to KC or has not been made available according to the arrangements made or in the event that the Client does not meet its obligations in any other way, KC shall have the right to postpone the execution of the agreement, whereas KC insofar as the nature of the shortcoming on the part of the Client justifies this shall also have the right to charge any costs incurred as a result thereof in accordance with its usual fees, without prejudice to all other rights of KC pursuant to the Dutch law.

6.3. If KC (employees) carry out work on-site at the Client’s, the Client shall provide, free of charge, the facilities in reasonableness required by the employees for the performance of the job, such as if applicable a lockable working room with telecommunications facilities. The Client shall indemnify KC against any claims made by third parties, KC employees included, suffering damages in connection with the execution of the agreement, which results from any act or omission on the part of the Client or any unsafe situation in its organization.

7. . Force majeure

7.1. None of the Parties shall be under the obligation to fulfil any obligation in the event of force majeure. Force majeure shall be understood to mean, amongst other things, a shortcoming on the part of KC’s suppliers.

7.2. . Insofar as not already understood to mean such, force majeure will also mean: strikes, sit-down strikes, blockades, embargos, government measures, war, revolution and / or any similar state, power cuts, malfunctions in electronic communication lines, fire, explosion, water damages, floods and / or earthquakes, lack of and / or illness of Staff as well as breach of contract towards KC by the suppliers to KC or force majeure on the side of suppliers to KC.

7.3.In the event that the force majeure situation has lasted longer than ninety days, the Parties shall have the right to terminate the agreement concerned by registered mail, unless it can be foreseen that the force majeure situation can be solved within a reasonable term. The work that has already been done according to the agreement shall then be settled proportionally, without further obligations for both Parties.

8. Changes and additional work, performances and / or deliveries

8.1. In the event that KC, at the request of or with the prior consent of the Client has undertaken any work, other performances or deliveries that are outside the content or scope of the agreed activities, these performances or these deliveries shall be reimbursed by the Client to KC in accordance with the general fees charged by KC. However, KC shall not be under the obligation to comply with such request and may demand that a separate written agreement be concluded for such purpose. In the event that KC has already commenced the extra activities, performances and/or deliveries, and it appears that the order pertained to them has not been provided by authorized employees of the Client, the Client shall nevertheless be under an obligation to pay the amounts pertaining to these activities, performances and/or deliveries to KC. In such a case, KC will postpone or discontinue these activities, performances and/or deliveries at the Client’s first instruction.

8.2. The Client accepts that as a result of any change in or extension of the work, performances or deliveries as referred to in Article 8.1, the agreed or expected time of completion of the obligations, the mutual responsibilities of the Client and KC and the agreed fees charged by KC may be influenced.

8.3.Insofar a fixed price has been agreed for the work, the performances or the deliveries, and the Parties intend to conclude a separate agreement in relation to additional work, performances or deliveries, KC shall, following a written request by the Client, notify the Client in advance in writing of the financial consequences of such additional work, performances or deliveries.

9. Cost increasing circumstances / settlement of variations

9.1. In the event of any cost-increasing circumstances, KC shall notify the Client in writing as soon as possible.

9.2. Any cost-increasing circumstances that are not due to KC shall be settled as additional work according to this article, unless the Parties have agreed otherwise in writing. Under other, comparable, circumstances, the Parties shall consult as soon as possible in order to achieve a justifiable mutual settlement. In the event that less work has been done than agreed, prior written consent will be required.

9.3.Variations to the agreement shall in any case mean: in the event of any agreed change in the scope of the products or services to be delivered (changes in the specifications, the work or the conditions for the implementation of the work);In the event of any deviations from the amounts of agreed provisional sums and amounts that can be settled and / or estimated in the cases provided for in these general terms and conditions.

9.4. The settlement of variations shall be included insofar as possible in the next invoice. In any case, payment for the additional work shall be made following completion. The settlement of less work shall take place at once with the final invoice.

10. Subcontracting

10.1. KC shall have the right to use, for the execution of an agreement, the services of third parties, via subcontracting or via the temporary hiring of external employees.

10.2. The hiring of third parties shall not affect the responsibility and liability on the part of KC pertaining to the fulfilment of its obligations pursuant to the agreement and these terms and conditions as far as these concerns its obligations in its capacity of employer pursuant to tax and social security legislation.

10.3. In the event that the Client expressly requests KC to use external capacity and KC agrees to this in writing, KC shall do all that can reasonably be expected from it for the correct execution of the Agreement. However, KC shall in no case be liable for the (improper or late) observance by the third parties in question. At KC’s first request the Client will enter into an agreement in its own name with agreed third parties.

10.4. In the event of use of external capacity by KC, any additional costs will be on the account of KC, such with the exception of the case that the Client expressly requests KC to use external capacity.

11. Obligations of the Data Privacy Law

11.1. . Parties are required and respect to meet all obligations subject to Data Privacy Law (DPL) This also includes the Client informing KC timely and properly whether any processing in the scope of an Agreement falls under the DPL and whether this processing is registered at the Data Protection Authority, or with the official counsellor responsible for the data protection of the Client. Insofar as the obligations stated in this article include (extra) work and/or costs for KC, the Client will compensate these.

11.2. The Client will ensure that the responsible DPL counsellor will meet all obligations of the DPL. The Client indemnifies KC against all claims from third parties, which might be brought against KC subject to the DPL.

12. Liability

12.1. KC shall only be liable for demonstrable and attributable shortcomings in the carrying out of the activities insofar as these are the result of non-compliance on the part of KC with the care, expertise and competence that should be relied on during the execution of the activities. The liability will and may never exceed the coverage of KC insurance.

12.2. KC is never liable for (indirect) loss, including consequential damages, lost profits, lost savings, damage due to business interruption, costs resulting from conviction in court costs, interest and / or delay damages, damages resulting from the provision of poor cooperation and / or information Date!of!issue:!August!3,!2015 from Client, and / or damage by non-committal information or advice given by KC which could not be explicitly part of the written agreement.

12.3. Client shall indemnify KC for claims from third parties for damages or loss caused by inaccurate or incomplete information provided by Client to KC, unless the Client proves that the damage or loss is not related to culpable act or omission which it is attributable to or caused by intent or gross

13. . Applicable law and disputes

13.1. Dutch law shall govern the legal relationships between KC and parties. The Vienna Sales Convention is expressly excluded.

13.2. Any disputes which may arise between KC and the Client as a result of a quotation made by KC, an agreement concluded by KC with the Client and / or any resulting agreement shall be settled by the competent Dutch court.