General Terms and Conditions Kleynen Consultants BV

Article 0: General

In these general terms and conditions, the following definitions apply:

Client: the natural or legal person who has commissioned Kleynen Consultants BV to perform Work.

Kleynen Consultants BV: the company that concludes the Agreement and uses these general terms and conditions. Every Agreement is concluded with Kleynen Consultants BV and is performed by Kleynen Consultants BV.

Activities: all Activities that have been commissioned or that are performed by Kleynen Consultants BV for any other reason. The foregoing applies in the broadest sense of the word and in any case includes the Work as stated in the order confirmation.

Documents: all goods made available to Kleynen Consultants BV by the Client, including documents or data carriers, as well as all goods manufactured by Kleynen Consultants BV in the context of the execution of the order, including documents or data carriers.

Agreement: any agreement between the Client and Kleynen Consultants BV for the performance of Work by Kleynen Consultants BV for the Client, in accordance with the provisions of the order confirmation.

Article 1: Applicability of the general terms and conditions

1.1. These general terms and conditions apply to every offer, quotation, order by and every agreement with Kleynen Consultants BV for the execution of services and/or delivery of goods by Kleynen Consultants BV, as well as to all Work resulting therefrom for (related Agreements between) Kleynen Consultants BV and a counterparty (hereinafter referred to as: Client).

1.2. General terms and conditions – by whatever name – used by the Client are expressly rejected, unless applicability has been expressly agreed in writing between Kleynen Consultants BV and the Client.

1.3. Deviations from and additions to these general terms and conditions are only valid if they have been expressly agreed in writing in, for example, a (written) agreement or order confirmation.

1.4. In the event that these general terms and conditions and the order confirmation contain mutually contradictory terms and conditions, the conditions included in the order confirmation shall apply.

1.5. The underlying Assignment/Agreement – together with the general terms and conditions – reflect the full agreements between the Client and Kleynen Consultants BV with regard to the Work for which the Agreement has been concluded. All previous agreements or proposals made between the parties in this regard will lapse.

Article 2: Agreement

2.1. The Client's Agreement with Kleynen Consultants BV may include various services or matters to be provided by Kleynen Consultants BV in the field of finance or administration. The Agreement is recorded in writing by Kleynen Consultants BV and approved by the Client. Changes to the Agreement, during the execution thereof, are recorded in writing by Kleynen Consultants BV and approved by the Client. The order confirmation is based on the information provided by the Client to Kleynen Consultants BV at the time. The confirmation is deemed to represent the Agreement correctly and completely.

2.2. The Client's Agreement with Kleynen Consultants BV at all times only entails a best efforts obligation for Kleynen Consultants BV, unless Kleynen Consultants BV has expressly guaranteed a result in writing.

2.3. The parties are free to prove the conclusion of the Agreement by other means.

Article 3: Execution

3.1. Kleynen Consultants BV is obliged to exercise due care in the execution of the Agreement concluded with the Client.

3.2. Client will each time provide Kleynen Consultants BV with all information requested by Kleynen Consultants BV to Kleynen Consultants BV and Client guarantees the correctness and completeness of this information. The Client will each time provide Kleynen Consultants BV unsolicited with information of which the Client knows or should know that it is or could be important for Kleynen Consultants BV for the execution of the Agreement, even if it originates from third parties. Kleynen Consultants BV has the right to suspend the execution of the Agreement until the Client has fulfilled the aforementioned obligation. The additional costs and additional fees ensuing from the delay in the execution of the Agreement, caused by the failure to provide the required data, not timely or not properly, are for the account of the Client.

3.3. If Kleynen Consultants BV makes use of data provided to Kleynen Consultants BV by or on behalf of the Client in the performance of the Agreement, Kleynen Consultants BV is not obliged to check this data for correctness or completeness. Kleynen Consultants BV is not liable for damage resulting from inaccuracy or incompleteness of this information.

3.4. If Kleynen Consultants BV makes use of data from third parties in the execution of the Agreement, these are obtained from public and other sources deemed reliable by Kleynen Consultants BV. Kleynen Consultants BV is not liable for damage resulting from inaccuracy or incompleteness of this information.

3.5. Kleynen Consultants BV can, in the context of an Agreement concluded by the Client with Kleynen Consultants BV, advise on the third parties to be engaged by the Client, on the counterparties to be selected and contracted by the Client and on the conditions and implementation of the objectives envisaged by the Client. transaction. Kleynen Consultants BV is not liable for the consequences of the Client's decisions of whatever nature, which are (partly) based on the advice provided by Kleynen Consultants BV.

3.6. If Kleynen Consultants BV is engaged by the Client for the execution of a project, the project management rests with the Client or a third party designated by the Client, unless expressly agreed otherwise in writing.

3.7. If Kleynen Consultants BV makes employees available to the Client for the performance of Work, these employees will work under the actual supervision and responsibility of the Client.

3.8. Kleynen Consultants BV has the right at all times to replace persons made available, or persons involved in the execution of an Agreement, by other persons. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

3.9. If Kleynen Consultants BV has agreed on a date on which the Agreement or parts thereof will be completed, this date is only indicative, unless Kleynen Consultants BV has expressly guaranteed otherwise in writing.

3.10. If Kleynen Consultants BV gives advice, makes designs, provides assistance or provides services with regard to software, or makes software available, this does not entail any liability on the part of Kleynen Consultants BV insofar as any shortcoming relates to the functioning of the subject matter. software in or with the hardware and software used by the Client.

3.11. If Kleynen Consultants BV or third parties engaged by Kleynen Consultants BV in the context of the assignment Work are performed at the location of the Client or at a location designated by the Client, the Client will provide, free of charge, for the reasonably desired by that employee(s). facilities.

Article 4: Remuneration

4.1. When the Agreement is concluded between the Client and Kleynen Consultants BV, the parties will agree on the fees due to Kleynen Consultants BV and the costs to be charged by Kleynen Consultants BV to the Client. Kleynen Consultants BV's fee does not depend on the outcome of the Work performed.

4.2. Kleynen Consultants BV may charge one or more of the following fees for the performance of the Agreement concluded by the Client with Kleynen Consultants BV:
– A fixed amount;
– A fixed amount, depending on the achievement of any agreed result;
– An amount based on the time spent by Kleynen Consultants BV on the execution of the Agreement;
– A variable amount depending on the achievement of any result and/or based on its value;
– Any other form of fixed or variable remuneration in money or goods.

This fee will be increased with VAT, where applicable. If wages and/or prices change after the Agreement has been concluded, but before the assignment has been completed in full, Kleynen Consultants BV is entitled to adjust the agreed rate accordingly, without the Client being entitled in that case to change the Agreement for that reason.

4.3. Kleynen Consultants BV and the Client can agree that additional costs, travel and accommodation expenses incurred by Kleynen Consultants BV, as well as costs of third parties engaged by Kleynen Consultants BV, will be borne by the Client.

4.4. Unless otherwise agreed, the Client owes Kleynen Consultants BV the agreed fee at the time that either the Agreement has been executed, or the Client and its counterparty have committed themselves to each other with regard to the transaction in which the payment made by the Client to Kleynen Consultants BV Agreement relates. Kleynen Consultants BV has the right to suspend the performance of the Work before commencement of the Work and in the interim until the Client has paid an advance to be reasonably determined by Kleynen Consultants BV for the Work to be performed. An advance paid by the Client will in principle be set off against the final invoice. A composite quotation does not oblige Kleynen Consultants BV to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future assignments.

4.5. The Client is obliged to pay the amounts owed to Kleynen Consultants BV within 21 days of the invoice date to Kleynen Consultants BV without any settlement, deduction or suspension in euros. In the event of late or incomplete payment, Kleynen Consultants BV is entitled, after it has demanded payment at least once, without further notice of default and without prejudice to Kleynen Consultants BV's other rights, from the due date, the statutory interest owed in the event of late payment of trade debts until the moment of payment of the full amount due.

4.6. All reasonable judicial and extrajudicial (collection) costs incurred by Kleynen Consultants BV as a result of the Client's non-compliance with its payment obligations will be borne by the Client, whereby the Voorwerk II Report will be used as a guideline.

4.7. In the event of an assignment given jointly, the counterparties are jointly and severally liable for payment of the invoice amount, insofar as the Work has been performed for the benefit of the joint counterparties.

4.8. Complaints with regard to the Work performed and/or the invoice amount must be submitted in writing to Kleynen Consultants BV within 15 days after the date of dispatch of the documents or information about which the Client complains, or within 15 days after the discovery of the defect if the Client demonstrates that he could not reasonably have noticed the defect sooner. Complaints do not suspend the payment obligation or the payment term of the Client. If the complaint is not submitted in time, all rights of the Client in connection with the complaint will lapse. If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs, incurred by Kleynen Consultants BV as a result, will be borne in full by the Client.

Article 5: Duration

5.1. The Agreement given by the Client to Kleynen Consultants BV ends:
– The moment it is performed by Kleynen Consultants BV;
– If the Client or Kleynen Consultants BV terminates the Agreement with due observance of a reasonable notice period.

5.2. If the Client terminates the Agreement in whole or in part, before it has been performed by Kleynen Consultants BV, the Client owes Kleynen Consultants BV the costs incurred by Kleynen Consultants BV, consisting of the costs reasonably incurred and the costs incurred by Kleynen Consultants BV for the execution of the Agreement. Agreement time spent at a reasonable hourly rate to be determined by Kleynen Consultants BV.

5.3. If Kleynen Consultants BV terminates the Agreement before it has been performed by Kleynen Consultants BV, Kleynen Consultants BV is not entitled to charge a remuneration or costs, except if and insofar as the Client benefits from the part of the Agreement already performed, in which case Kleynen Consultants BV is entitled to a proportional part of the agreed remuneration and reimbursement of costs incurred. Kleynen Consultants BV does not owe any compensation to the Client in the event of termination of the Agreement before it has been performed.

5.4. Without prejudice to the provisions of Article 5.2. If the Client terminates the Agreement in whole or in part before it has been performed by Kleynen Consultants BV, in addition to the costs incurred by Kleynen Consultants BV, the Client owes the remuneration(s) agreed with Kleynen Consultants BV if and as soon as:
– The counterparty(s) of The Client has/have made a (conditional) offer, whether or not via Kleynen Consultants BV, with regard to the transaction to which the Agreement concluded by the Client with Kleynen Consultants BV relates, which offer the Client can reasonably accept. An offer is also understood to mean: conduct and/or statements by (potential) counterparties that justify the expectation that these party(ies) could make an offer;
– Client notifies Kleynen within twelve months after termination of the Agreement. Consultants BV connects with third parties to the conclusion or execution of a transaction whose object or nature corresponds to the object or nature of the transaction to which the Agreement concluded by the Client with Kleynen Consultants BV related.

Article 6: Intellectual property; confidentiality

6.1. All copyrights and other intellectual property rights on or in connection with Agreements executed by Kleynen Consultants BV and related documents and software remain with Kleynen Consultants BV and do not pass to the Client, unless this has been expressly agreed in writing between the Client and Kleynen Consultants BV .

6.2. Kleynen Consultants BV grants the Client the non-exclusive and non-transferable right to use the software and documentation made available for an indefinite period of time, unless otherwise agreed. This right of use is limited to personal use and solely for the original purpose. The right of use lapses by operation of law the moment the Client is declared bankrupt, applies for a (provisional) suspension of payments or proposes private debt restructuring to creditors.

6.3. The Client is expressly prohibited from reproducing those products, including computer programs, system designs, working methods, advice, (model) contracts and other intellectual products of Kleynen Consultants BV, in the broadest sense of the word, with or without the involvement of third parties. to disclose, sell, rent, give in use or otherwise exploit or cause to be exploited. The Client must always do everything that can reasonably be expected of him to secure the property rights of Kleynen Consultants BV.

6.4. Kleynen Consultants BV and the Client will observe strict confidentiality with regard to data belonging to the confidential information of the other party during and after the execution of the Agreement provided by the Client to Kleynen Consultants BV and will make every effort to ensure that employees and third parties observe the same confidentiality, insofar as information is not required to be given to third parties on the basis of any statutory provision or other binding regulations.

Article 7: Liability

7.1. Kleynen Consultants BV will carry out its Work to the best of its ability, taking into account the care that can be expected from a business service provider. If damage arises because the Client has provided incorrect or incomplete information on the basis of which Kleynen Consultants BV subsequently advised, Kleynen Consultants BV is not liable for this damage.

7.2. Kleynen Consultants BV is only liable for direct damage resulting from a shortcoming attributable to Kleynen Consultants BV and never for business, consequential or indirect damage. Liability for oral, non-written advice is completely excluded.

7.3. Kleynen Consultants BV is not liable for damage caused by its employees, insofar as this damage is caused during the performance of Work that has been performed under the actual supervision of the Client, or in the context of a project led by or on behalf of the Client.

7.4. In all cases in which Kleynen Consultants BV, despite the provisions of Article 7.1 to 7.3. and in all cases in which Kleynen Consultants BV pursuant to the provisions of Article 7.2. is obliged to pay compensation for damage suffered by the Client, the liability is limited to an amount equal to the fee excluding VAT and additional costs, which has been incurred in the period of six months prior to the date on which the harmful event occurred for the first time or became known by Kleynen Consultants BV has been invoiced to the Client and paid by the Client, subject to a maximum of € 10,000

7.5. The Client indemnifies Kleynen Consultants BV with regard to any claim or claim brought by a third party against Kleynen Consultants BV that is related to or ensuing from the Agreement concluded by the Client with Kleynen Consultants BV, all costs to be incurred by Kleynen Consultants BV and the costs incurred by Kleynen Consultants BV for damage suffered or to be suffered as a result, except in the case of intent or deliberate recklessness on the part of the management or de facto managers of Kleynen Consultants BV

7.6. All claims against Kleynen Consultants BV lapse within one year after the moment at which the Client or third parties became aware or could reasonably have been aware of their existence.

Article 8: Force majeure

8.1. Kleynen Consultants BV is not obliged to fulfil any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and is not for his account under the law, a legal act or generally accepted standards.

8.2. If Kleynen Consultants BV cannot, not in a timely manner or not properly fulfil its obligations under the Agreement as a result of an unforeseen or unforeseen cause, including but not limited to illness of employees, malfunctions in the computer network and other stagnation in the normal course of business within its company, those obligations will be suspended until the moment that Kleynen Consultants BV is still able to fulfil them in the agreed manner.

8.3. Insofar as Kleynen Consultants BV at the time of the occurrence of force majeure has already partially fulfilled its obligations under the Agreement or will be able to fulfil them, and the part fulfilled or to be performed has independent value, Kleynen Consultants BV is entitled to to be invoiced separately. The Client is obliged to pay this invoice as if it were a separate Agreement.

Article 9: Ranking, choice of law and forum

9.1. If and insofar as these terms and conditions and the separate Agreements concluded by or with Kleynen Consultants BV contain mutually contradictory provisions, the provisions in the Agreement will prevail over the conflicting provisions in these terms and conditions. The most recently filed version or the version that applied at the time of the conclusion of the Agreement with the Client is always applicable.

9.2. Dutch law applies to these conditions. Disputes arising from these terms and conditions and related Agreements must in the first instance be submitted to the competent court in the District of Maastricht.

9.3. If Kleynen Consultants BV acts as the claimant, notwithstanding the provisions of Article 9.2. certain, Kleynen Consultants BV is entitled but not obliged to bring the dispute before the competent court elsewhere according to the law.
Filed with the Chamber of Commerce under number 72989793

Drawn up in Heerlen, November 2018.