General Terms and Conditions
Chamber of Commerce registration no 09130045
Vendere consultancy & training B.V. with its registered office at Andelst, to be referred to hereafter as Vendere, applies the following terms and conditions with regard to offers, quotations, advice, contracts, activities and in general all (business) relations with clients and potential clients.

•that Vendere and client intend to enter into a contract for professional services;
•that Vendere provides services without there being a relationship of employment and independently in the course of its business;
•that between any employee of Vendere and client no employment contract will be entered into in any shape of form;
•that there has to be some form of cooperation between Vendere and the client while entering into the contract for professional services in order to realize the services agreed upon successfully;
•that the stipulations of Article 7:400 ff. of the Dutch Civil Code apply to this contract insofar as and to the extent that the General Terms and Conditions below do not explicitly provide otherwise; the following is agreed in the case of a contract between Vendere and any client:

1.General Terms and Conditions
1.These general terms and conditions form part of all legal relationships between Vendere and the client.
2.The amounts in euros stated by Vendere are exclusive of Dutch VAT [ BTW] and other government levies.
3.Vendere declares to carry out the activities arising from any instruction with proper care.
4.The applicability of any other general terms and conditions or specific terms and conditions is hereby specifically rejected, unless the applicability has been accepted by Vendere in writing.

2.Duration, formation and termination of the contract
1.All quotations of Vendere are without obligation and will expire 30 days after the date of quotation at the latest. Vendere is only bound by any quotation when the client confirms the acceptance of the quotation in writing within 30 days.
2.Should no confirmation have taken place and should Vendere already have carried out or have started to carry out the instruction, the instruction will be in conformity with the quotation.
3.Any deviation from the hours agreed in the quotations will be accepted by the client up to 15% of the total hours mentioned in the quotation and therefore does not need the explicit approval of the client.
4.The contract will be terminated by the expiry of the term agreed upon, as will be agreed mutually by Vendere and the client in a subcontract. The contract will be entered into for the term stipulated in the contract. After the first term has expired, the contract will be renewed tacitly by the same term. Termination of the contract shall take place by giving one (1) month’s notice by the end of the period agreed upon.
5.Should the client of the client, for whom the professional services are being performed, terminate the contract with this client – about which this client will inform Vendere in writing – the date of this termination will also be the date of termination of this contract. In all other cases, the client will terminate the contract subject to one month’s notice.
6.Any contract will end by operation of law, should one of the parties petition for bankruptcy, or should a third party petition for the bankruptcy of one of the parties.
7.On reasonable grounds, Vendere is authorized not to carry out the professional services in accordance with instructions given to Vendere and may terminate the contract for substantial reasons, with immediate effect and subject to one month’s notice, should the client hold Vendere to these instructions all the same.
8.Should there be circumstances that are not within the control of Vendere that make it impossible or inconvenient to carry out all or part of the professional services to such an extent that it cannot reasonably be required from Vendere to fulfil their obligations resulting from any contract, the obligation to carry out the contract any further will be suspended for the duration of these circumstances.
9.Should the suspension last more than one month or when it is reasonably foreseeable that it will last more than one month, the client is authorized to terminate the contract with immediate effect.

3.Defects, term of submitting complaints
1. Client shall check the correctness of the delivered services on delivery or as soon as possible after receipt of the final report, but within a period of 8 days after delivery at the latest. The client shall have to check whether the delivered services are in accordance with the contract, namely: a.whether the delivered services are in accordance with the services agreed in terms of quantity. b.whether the delivered services are in accordance with the services agreed in terms of quality.
2. Should any incorrectness be found, the client shall inform Vendere about this in writing within 8 days after delivery.
3. Even when the client submits his complaint in time, this will not release the client from the obligation to comply with the contract.

4.Implementation period
Any term agreed for the implementation of the contract is not a strict deadline, unless explicitly agreed otherwise. Unless explicitly agreed otherwise in writing, overdue delivery does not mean the client has any right to compensation, termination of the contract or non-fulfilment of any obligation towards Vendere. Should the client wish to declare Vendere to be in default because of exceeding the implementation period, Vendere shall have to be informed about this in writing.

Vendere will maintain confidentiality regarding the contents of any contract and all information and/or documents that are not generally known, which have been communicated to Vendere as part of the implementation of any contract and Vendere will not use any of these whatsoever, except on behalf of the implementation of any contract. Vendere shall take all necessary precautions to make sure that all employees of Vendere maintain that same confidentiality. However, Vendere cannot be held liable for any breach of confidentiality by any employee of Vendere, if Vendere can demonstrate that Vendere has not been able to prevent such a breach.

6.Property rights
Ale systems, programmes and documents resulting from any contract are the property of the client without limitation, unless agreed otherwise.

In the event of any cancellation of the contract or moving the period agreed to another point in time agreed, Vendere shall be entitled to charge the following.
A.if the cancellation or change of the period agreed takes place at a point in time within 30 days before the period agreed: 60% of the normal costs for the hours reserved in the period agreed;
B.if the cancellation or change of the period agreed takes place at a point in time more than one month before but less than 2 months before the period agreed: 50% of the normal costs for the hours reserved in the period agreed;
C.if the cancellation or change of the period agreed takes place at a point in time more than 2 months before but less than 3 months before the period agreed: 30% of the normal costs for the hours reserved in the period agreed;
D.if the cancellation or change of the period agreed takes place at a point in time more than 3 months before the period agreed: 10% of the normal costs for the hours reserved in the period agreed; All this without prejudice to the costs already made by Vendere and the costs to be paid for the contract involved.

8.Termination by the client
If the client withdraws any instruction, Vendere is entitled to a compensation of:
•all costs made by Vendere until the moment the instruction is withdrawn;
•the profit margin to be reasonably expected by Vendere for the instruction involved, which is fixed at 25% of the total amount for this purpose, exclusive of the BTW [Dutch VAT] amount with respect to the instruction.

1.Vendere shall invoice the professional services performed by the employees of Vendere to the client. The client shall pay the bills to Vendere within 14 days of the billing date.
2.If any bill has not been paid within 14 days of sending the bill, Vendere reserves the right to charge the statutory interest to the client after the end of that term, after sending a reminder.
3.If the client, after notice of default, still fails to pay the amount owed, the claim may be passed on for collection. In that case, the client will be obliged to pay the extrajudicial collection costs, in addition to the total amount owed at that moment, plus any legal costs. As soon as a claim is passed on for collection, Vendere may decide to terminate the contract with immediate effect.
4.In the case that the client is in the process of liquidation, has been declared bankrupt or has been granted a moratorium, the obligations of the client (to pay) will be due and payable on demand. The obligations of the client (to pay) will also be due and payable on demand in the case that Vendere is informed about any circumstance that would constitute a ground for assuming that the client will not (be able to) meet the obligations (to pay).
5.Vendere has the right to immediately withdraw the employees of Vendere without further notice, from the moment that the client has not settled an outstanding invoice, after receipt of a written demand sent by Vendere within a period of 14 days after the date of payment.
6.Only payments into accounts in the name of Vendere or any third party appointed by Vendere will discharge the client from the obligation to pay. Payments to employees of Vendere or advance payments to employees of Vendere are not allowed and will not have binding force on Vendere and can never be a ground for reducing or setting off debts.

10.Rates, work outside normal working hours
1.In principle, the employees of Vendere work on the terms and conditions of employment of Vendere but they can conform to the normal working hours of the client, if required.
2.All professional services are carried out at the location of Vendere. If necessary, it can be agreed in writing that the professional services are carried out at the office of the client.
3.The daily rate or hourly rate for the professional services is determined by a contract and will be charged per hour, per day or per half-day. Travelling expenses and costs of accommodation will also be laid down in the subcontract.
4.Unless otherwise agreed, Vendere will only charge the actual working hours or working days to the client. However, Vendere is entitled to be paid for these hours or days that any employee of Vendere has not been able to work as a result of circumstances that are within the client’s scope of risks.
5.In the case of a continuation of the instruction, the rate that has been applied so far may be increased by an amount to be determined by parties in mutual consultation. In all cases, the amount may be increased in accordance with the applicable price index figure, as published by Statistics Netherlands (CBS). In all cases, the adaptation of rates in accordance with the price index figure will never lead to a reduction of rates.
6.If in any calendar year, this right to adapt rates has not been used, the increase of rates may still take place as from the 1st of January of each year.

11.Availability staff / equipment
The client will make sure that during office hours and any necessary overtime, sufficient materials for work will be available and, if required, project management hours. The client guarantees that the materials and accommodations to be made available by the client are in accordance with the relevant regulations (for instance the Working Conditions Act).

12.Forecasts and advice
Any estimate, forecast, planning, advice and/or report produced or given by any employee of Vendere is for information purposes only, unless explicitly agreed otherwise.

1.The employees of Vendere who work for the client will be enabled to take days off and to take days as holiday, in close consultation with the client.
2.Vendere is authorized to change the staffing by replacing one employee or more employees, on the understanding that the professional services will still be carried out properly. Deployment of another employee shall take place after consultation with and with the permission of the client.

14.Liability, indemnity
1.Vendere shall not be liable for any damages or losses suffered by the client, unless these damages or losses are the result of wilful misconduct or gross negligence of Vendere or persons called in by Vendere for whom Vendere is liable.
2.The total liability of Vendere due to attributable failure in the fulfilment of the contract is limited to a compensation of the direct loss up to maximally the amount of the price stipulated for the instruction involved (exclusive of BTW [Dutch VAT]). If the contract is mainly a continuing performance contract with a completion time of more than one year, the stipulated price is fixed at the total of the compensations (exclusive of BTW [Dutch VAT]) stipulated for one year. However, the total compensation of losses or damages shall never be more than the amount of the payment made by the insurance company.
3.The total liability of Vendere for damages or losses as a result of death or physical injury or for material damage will never be more than the amount of the payment made by the insurance company, at which a series of connected events is considered as one event.
4. Vendere shall never be held liable for indirect loss or damage, including but not limited to consequential loss and damage, loss of profits, lost savings and loss due to business interruption.
5.Apart from the cases mentioned in subsection 2 and subsection 3 of this article, Vendere shall never be liable to pay any compensation, irrespective of the grounds on which any action for damages would be based. However, the maximum compensation of damages will fall due if and as far as the damage is the result of wilful misconduct or gross negligence of Vendere.
6.Any liability of Vendere due to attributable failure in the fulfilment of any contract will only be considered if the client immediately gives Vendere a proper notice of default, while setting a reasonable term in which the breach can be remedied, and Vendere still fails imputably to fulfil the obligations arising from the contract ,even after that term. The notice of default shall contain a description of the breach as detailed as possible, so that Vendere will be able to respond accurately.
7.A claim for compensation cannot be considered unless written notice of the loss has been given by the client to Vendere as soon as possible.

15.Safety of employees
While the professional services are provided by the employees of Vendere at the location of the client, the client is obliged to make sure that the working conditions of the employees of Vendere are safe, as mentioned in article 7:658 BW [Dutch Civil Code] and to hereby indemnify Vendere against all claims made by the employees of Vendere in this regard. As far as necessary, Vendere shall delegate the employer’s authority client as part of this.

16.Prohibition on lending out and posting employees abroad
1.The client is not allowed to lend out employees of Vendere to any third party, unless client has the permission in writing of Vendere.
2.The client is not allowed to post employees of Vendere outside the Netherlands, without the prior and explicit permission in writing of Vendere. The client shall make the employees return to the Netherlands immediately, as soon as Vendere withdraws the permission given to the client to perform professional services outside the Netherlands.

17.Takeover of employees
1. During the validity of the instruction and/or the posting of employees of Vendere to the client, or up to 12 months after the instruction and/or posting of employees of Vendere to the client, parties will not hire employees of each other or have them work for them otherwise, unless with the explicit mutual permission in writing.
2. The stipulations in subsection 1 are limited to (former) employees of Vendere who are or were directly or indirectly involved in the professional activities at client’s.

18.Choice of law, competent court
Dutch Law applies to this contract. Any dispute between the parties will only be submitted to the competent court in the district where client has his principal place of business.

Alterations to this contract as well as alterations or additions to the instruction(s) are only valid if agreed in writing by all parties.

20.Other stipulations
Unless parties agree otherwise, the articles 1 up to and including 20 are deemed to have been incorporated in any following subcontract which will be entered into by parties in accordance with