General terms and conditions

Vendere consultancy & training B.V.

Registration number K.v.K. 09130045 Vendere consultancy & training B.V. based in Andelst, hereinafter referred to as Vendere, applies the following conditions to offers, quotations, advice, agreements, work and in general to all relations with clients and potential clients.

In an agreement between Vendere and a client, it is considered that:

-that Vendere and the client intend to enter into a contract of assignment;
-that Vendere acts outside employment in the independent exercise of its business;
-That no employment contract whatsoever is concluded between employees of Vendere and the client;
-that at the time of entering into the agreement, there must be cooperation between Vendere and the client in order to successfully complete the agreed work;
-that the provisions of Article 7:400 et seq. of the Dutch Civil Code apply to this agreement, insofar as and insofar as no express derogation has been made below;

the following has been agreed:

1.General provisions
These general terms and conditions form part of all legal relationships between Vendere and the principal.
The amounts quoted by Vendere in euros are exclusive of VAT and other government levies.
Vendere declares that it will exercise the care of a good contractor when performing the work.
The applicability of other general or specific terms and conditions is expressly excluded, unless the applicability of these is accepted by Vendere in writing.

Duration, conclusion and end of the agreement
All offers by Vendere are without obligation and lapse at the latest 30 days after the date of the offer. Vendere is only bound by its offer if its acceptance is confirmed in writing by the client within 30 days.
If no confirmation has taken place and Vendere has already carried out or begun to carry out the order, the order shall apply in accordance with the offer.
Deviations from the agreed hours in the offers are accepted by the principal up to 15% of the total offer and therefore do not require the explicit approval of the principal.
The agreement ends when the agreed duration has expired, as agreed between Vendere and the principal in a partial agreement. The agreement is always entered into for the term specified in the agreement. The agreement is always tacitly extended by the same term after the expiry of the first term. Termination of the agreement shall be effected subject to a notice period of one (1) month by the end of the agreed period.
5.If the client of the principal, for which the work is performed, terminates the agreement with the principal, of which the principal shall notify Vendere in writing, the date of such termination shall also apply as the termination date of this agreement. In all other cases, the client will apply a period of one month for termination of an agreement.
6. An agreement will end by operation of law if one of the parties files for bankruptcy, or bankruptcy is filed for by a third party.
Vendere is authorized on reasonable grounds not to carry out an order in accordance with the instructions given to it and, if the client nevertheless complies with those instructions, may terminate the agreement with immediate effect, subject to a notice period of one month, for important reasons.
If circumstances arise outside Vendere's sphere of influence which make full or partial performance of the assignment impossible or so difficult that compliance with Vendere's obligations arising from an agreement cannot reasonably be required, the obligation to continue to perform the agreement will be suspended for the duration of the disruptive circumstances.
If the suspension lasts longer than one month or can reasonably be foreseen to last longer than one month, the Client is entitled to terminate the agreement with immediate effect.

3. Defects, complaint period
1. Client must check the delivered services for correctness upon delivery, or as soon as possible after receipt of the final report but at the latest within a period of 8 days after delivery. In doing so, Client must check whether what has been delivered conforms to the agreement, namely: a.Whether the services delivered correspond in terms of quantity with what has been agreed. b.Whether the services delivered correspond in terms of quality with what has been agreed.
2. If an inaccuracy is detected, the customer must report this to Vendere in writing within 8 days of delivery.
3. Even if the client complains in good time, this does not release it from its obligation to comply with the agreement.

Term of execution
An agreed period for performance is not a deadline, unless expressly agreed otherwise. Unless explicitly agreed otherwise in writing, late delivery does not entitle the purchaser to compensation, dissolution of the agreement or non-fulfilment of any obligation towards Vendere. If the principal wishes to declare Vendere in default on account of exceeding the implementation period, Vendere must be informed of this in writing.

5. Confidentiality
Vendere shall maintain confidentiality with regard to the content of an agreement and all information and/or documentation, not of a generally known nature, which has come to its attention in the context of the performance of an agreement, and shall not use it in any way other than for the performance of an agreement. Vendere takes all necessary precautions to ensure that its employees observe the same confidentiality. However, Vendere is not liable for breach of confidentiality by its employees if it can plausibly demonstrate that it was unable to prevent this breach.

Property rights
All systems, programs and documentation resulting from an agreement are the unrestricted property of the client, unless otherwise agreed.

7.Cancellation
On cancellation of the agreement or postponement of the agreed period to another agreed time, Vendere is entitled to charge the following.
A.If the cancellation or change of the period takes place at a time within 30 days before the agreed period: 60% of the normally applicable costs for the reserved hours in this period;
B.if the cancellation or change of the period takes place at a time more than 1 month but less than 2 months before the agreed period: 50% of the normally applicable costs for the reserved hours in this period;
C.if the cancellation or change of the period takes place at a time more than 2 months but less than 3 months before the agreed period: 30% of the normally applicable costs for the reserved hours in this period.
D.if the cancellation or change of the period takes place at a time more than 3 months before the agreed period: 10% of the normally applicable costs for the reserved hours in this period. All this without prejudice to the costs already incurred by Vendere and the costs to be paid for the contracts concluded.

Termination by the client
If the principal withdraws an assignment, Vendere is entitled to compensation for:
-all costs incurred by Vendere, up to the time of termination of the assignment;
-the profit margin reasonably expected by Vendere for the assignment in question, fixed for this purpose here at 25% of the total amount, excluding VAT, involved in the assignment.

Invoicing
Vendere will invoice the client for the work performed by its employees. The client must pay the invoices to Vendere within 14 days of the invoice date.
2. If an invoice is not paid within 14 days of dispatch, Vendere reserves the right to charge the statutory interest on the client after expiry of that period, following the first reminder.
3. If the client remains in default of payment after notice of default, the claim may be passed on to a third party. In that case, the principal will be obliged to pay the extrajudicial collection costs, in addition to the total amount then due, plus any judicial costs. As soon as a claim is handed over for collection, Vendere may decide to terminate the agreement with immediate effect.
4. In the event of liquidation, bankruptcy or suspension of payment of the customer, its payment and other obligations will fall due immediately. The principal's (payment) obligations will also fall due immediately if Vendere becomes aware of circumstances which give it good reason to fear that the principal will not or will not be able to comply with its (payment) obligations.
Vendere is entitled to immediately withdraw its employees without further notice, from the moment that the client has not paid an outstanding invoice within 14 days of the payment date, following a written reminder from Vendere. 6.Only payments to nominative accounts of Vendere itself or third parties designated by it shall have a liberating effect. Payments to employees or the provision of advances to employees are prohibited and non-binding vis-à-vis Vendere and can never constitute grounds for debt reduction or set-off.

Rates, work outside normal hours
In principle, Vendere's employees work independently but may, if required, conform to the normal hours applicable to the client.
The work shall be performed on Vendere's premises. If desired, it can be agreed in writing that the work will be performed at the offices of the client.
3. The daily or hourly rate for the work shall be determined by agreement and charged per hour, per day or per half day. Travel and accommodation expenses shall also be arranged in the partial agreement.
4.Unless otherwise agreed, Vendere will only charge the client for the hours or days actually worked. However, Vendere is entitled to payment for those hours or days which an employee of Vendere was unable to work as a result of a reason which lies within the sphere of risk of the principal.
5. In the event of renewal of an assignment, the rate applied up to that time may be increased by an amount to be determined by the parties by mutual agreement. In any event, the rate may be increased in accordance with the prevailing price index rate of Statistics Netherlands. In any event, adjustment in accordance with the price index figure will never result in a lower rate.
If no use has been made of this right of adjustment in any calendar year, the increase may still be implemented as of January 1 of each year.

11. Availability of personnel / equipment
Main Contractor shall ensure that work materials and, if required, project management hours are made available in sufficient numbers during office hours and necessary overtime. Client guarantees that the materials and rooms to be made available by her will comply with the relevant regulations (e.g. the ARBO law).

Forecasts and advice.
Budgets, forecasts, schedules, advice and/or reports issued by Vendere employees are for information purposes only, unless expressly agreed otherwise.

Staffing
The employees of Vendere working for the Client shall be enabled to take leave and vacations, in close consultation with the Client.
Vendere is authorised to make changes to the staffing by replacing (an) employee(s), on the understanding that the performance will continue to proceed properly. The deployment of another employee must take place after consultation and with the consent of the client.

Liability, indemnity
Vendere is not liable for damage suffered by the principal, unless such damage is the result of an intentional act or omission or gross negligence on the part of Vendere or persons engaged by it for whom it is liable.
The total liability of Vendere for attributable shortcomings in the performance of the agreement is limited to compensation for direct damage up to a maximum of the amount of the price stipulated for that assignment (excluding VAT). If the agreement is primarily a continuing performance agreement with a duration of more than one year, the stipulated price is set at the total of the fees (excluding VAT) stipulated for one year. In no case, however, will the total compensation for damage exceed the amount of the payment made by the insurer.
The total liability of Vendere for damage due to death or physical injury or for material damage to goods will in no case exceed the amount of the payment made by the insurer, with a series of related events being regarded as a single event.
4. Vendere's liability for indirect loss, including consequential loss, loss of profit, lost savings and loss due to business interruption, is excluded.
Apart from the cases referred to in paragraphs 2 and 3 of this article, Vendere has no liability for compensation, regardless of the ground on which an action for compensation would be based. However, the maximum compensation will lapse if and insofar as the damage is the result of an intentional act or omission or gross negligence on the part of Vendere.
Vendere's liability for attributable shortcomings in the fulfilment of an agreement arises only if the principal immediately and appropriately gives Vendere notice of default in writing, setting a reasonable deadline for remedying the shortcoming, and Vendere remains attributably in breach of its obligations even after that deadline. The notice of default must contain as detailed a description as possible of the shortcoming, so that Vendere is able to respond appropriately.
A condition for the creation of any right to compensation is always that the client reports the loss to Vendere in writing as soon as possible after it arises.

Safety of employees
During performance of the assignment on the principal's site, the principal is obliged towards Vendere's employees to ensure safe working conditions as referred to in Article 7:658 of the Civil Code, and indemnifies Vendere against all claims in this respect by its employees. Insofar as necessary, Vendere delegates employer authority to the Client in this context.

16. Ban on secondment and employment abroad
The principal is prohibited from making employees of Vendere itself available to third parties without the written consent of Vendere.
The principal is prohibited from deploying Vendere employees outside the Netherlands without the express prior written approval of Vendere. The Client must return the employees to the Netherlands immediately, as soon as Vendere withdraws its permission for the Client to perform work outside the Netherlands.

Personnel takeover
1. During the term of an assignment and/or deployment of our employees with the client or for 12 months after the end of the assignment and/or deployment of our employees, the parties will not take on each other's employees or have them work for them in any other way, unless with explicit mutual written consent.
2. The provisions of paragraph 1 are limited to (former) employees of Vendere who are or have been directly or indirectly involved in the work with the client.

Choice of law, competent court
This agreement is governed by Dutch law. Disputes between the parties shall be submitted exclusively to the competent court in the district where the client has its registered office.

19. Amendments
Amendments to this agreement as well as amendments or additions to the assignment(s) shall only be valid if agreed in writing between the parties.

20.Other provisions
Unless the parties agree otherwise, Articles 1 to 20 inclusive shall be deemed to be incorporated in each subsequent sub-agreement concluded between the parties in accordance with the sub-agreement drawn up at that time.