General Conditions

ARTICLE 1 - DEFINITIONS
In these general conditions the following terms have the following meanings:

Contractor
The contractor with these general conditions.

The client
Any natural person or legal person with whom the contractor has concluded a contract.

Contract
The (maintenance) contract between the contractor and a client on the basis of which the services will be carried out for the client.

Products / Services
All that which is the subject of the contract.

ARTICLE 2 - APPLICABILITY
2.1These general conditions apply for all offers and contracts between the contractor and a client, insofar as these conditions have not expressly been deviated from by the parties in writing.

2.2 The applicable conditions shall be issued to the client upon the placing of the first order.

2.3 In the event of whole or partial nullification or any other invalidity of one (1) or more provisions of these general conditions, the other provisions shall remain in force.

2.4 The contractor is at all times entitled to change these general conditions. Changes shall become effective as of one (1) month after the written notification of such. If the client does not agree with the changes, in derogation to article 4, paragraph 1, the client has the right up until the date the changes become effective to cancel the contract as per the date on which the changed conditions become effective. The absence of a cancellation shall be deemed as an acceptance of the change.

ARTICLE 3 - CONCLUSION OF AN ORDER
3.1 All offers and quotations made by the contractor are without obligation and shall be valid for a period of 30 days unless otherwise is stated.

3.2 The contract between the contractor and the client shall be effected by the acceptance of a quotation which has been confirmed and signed as approved by the client, or if and insofar as the contractor has accepted or confirmed an order from the client in relation to the quotation in writing.

3.3 The prices detailed in quotations are exclusive of VAT, unless otherwise is stated.

ARTICLE 4 - DURATION AND END OF THE CONTRACT
4.1 The contract shall in each case be entered into for the period detailed in the contract. The contract will be repeatedly tacitly renewed at the end of the first period for an identical period. Both parties can unilaterally terminate the contract. The termination of the contract must take place taking into account a period of notice of at least 3 calendar months and shall be effective as per the end of the agreed period. Notice of termination must be given by registered letter, with the understanding that the period of notice shall only commence as per the date on which the notice of termination has been duly and properly effected by registered letter.

4.2 If the client does not fulfil, or not properly, or not on time, any obligation arising out of a contract concluded with the contractor or under these general conditions, or if there is a serious doubt that the client will be able to fulfil its contractual obligations towards the contractor, the contractor shall have the right, without notice of default or judicial intervention being required, to either suspend the agreed services, or to wholly or partially dissolve the contract, such without the contractor being liable to pay any damages and without prejudice to the further rights accorded to the contractor.

ARTICLE 5 - PRICES/PAYMENT
5.1 The client shall owe a fee to the contractor that will depend on the services to be supplied by the contractor. This fee will be notified by the contractor in advance. The fee can consist of a fixed amount per period and/or an amount per hour worked. Insofar as the price has not been notified in advance, the contractor shall be entitled to work in accordance with the usual tariffs charged by the contractor. The fee can be indexed annually in accordance with the Statistics Netherlands (CBS) price index. All prices are exclusive of VAT and other duties imposed by the government.

5.2 The contractor is at all times entitled to change the level of the fees and other costs. The changes shall be notified in writing to the client no later than one (1) month before they become effective. If the client does not agree with the changes, in derogation to article 4, paragraph 1, the client has the right up until the date the changes become effective to cancel the contract as per the date on which the changes become effective.

5.3 The contractor applies a payment period of 14 days after the invoice date. The contractor is entitled to issue interim invoices for a proportionate amount of the services and/or hours worked.

5.4 The contractor shall be entitled to settle its claims against the client even if those claims have not yet become payable.

5.5 The contractor has the right to cease the delivery of services, or to suspend such, in the event payments are overdue until these obligations have been satisfied in full.

5.6 In the event of late payment, or repeated demands for such, the client shall be legally in default and the client shall owe statutory interest over the entire invoice amount without further notice of default being required. Furthermore, all reasonable costs to obtain fulfilment extrajudicially shall be for the account and risk of the client. The costs shall amount to 15% of the total amount outstanding, with a minimum of EUR 75. The client shall be given one opportunity to remedy the default within 10 days after a written demand or notice of default from the contractor.

5.7 In the event of a dispute, the administrative records of the contractor shall be binding unless there is evidence to the contrary.

ARTICLE 6 - LIABILITY
6.1 The contractor shall provide services as a consultant on the basis of a so-called obligation to perform to the best of one's ability. There is therefore absolutely no obligation to achieve a result in the relationship between the contractor and the client. The client shall act under its own responsibility and indemnify the contractor for any claims from third parties as referred to in this article.

6.2 The contractor, or any of its employees, or any persons acting on behalf of the contractor shall not be liable, nor obligated to pay compensation for damages of any nature whatsoever, as a result of the performance or failure to perform services of any nature whatsoever, or the issuing or failure to issue any information of any nature whatsoever. Exceptions to this shall only be allowed insofar as mandatory law does not prohibit such exclusion.

6.3 The contractor, or any of its employees, or any persons acting on behalf of the contractor, do not guarantee the accuracy of data or administrative records or documents or information issued of any nature whatsoever.

6.4 The contractor shall not be liable if and insofar as it cannot fulfil its obligations as a result of force majeure. The term force majeure shall be understood to include any external circumstance as well as any circumstance which cannot reasonably be for the risk and account of the contractor. At no time shall force majeure give the client the right to cancel the order. However, if the contractor is of the opinion that as a result of the force majeure it will no longer, or at least not adequately, be able to perform, it shall be entitled to cancel the contract without being obligated to pay any further compensation.

6.5 At no time shall the contractor be liable for consequential damages. The liability of the contractor is limited to the rectification of any errors made by the contractor. The liability of the contractor is also limited to the amount of the invoice for the work or services carried out by the contractor in the relevant year.

6.6 In all cases in which the contractor despite that provided for in article 6, paragraphs 1 to 5, is liable to pay damages, at no time shall this be higher than the amount for which the services were carried out and for which has actually been paid by the client in the year in which the damages occurred.

6.7 The client is expected to take out sufficient insurance to cover all business risks within its business, also for the consequences of any shortcomings of the contractor, both for the benefit of the client itself and for the benefit of the contractor, and without any right of recourse against the contractor.

6.8 If and insofar as there is such an exclusion of the contractor, this indemnification and/or exclusion shall also apply for all the personnel of the contractor, such to include the office staff and the field staff, and such also to include the safety consultants engaged by the contractor and all other natural persons or legal persons engaged by the contractor.

ARTICLE 7 - FORCE MAJEURE
7.1 In these general conditions, force majeure shall be understood to mean an event which cannot be attributed to the defaulting party, and which is not for the account of the defaulting party under the law, a juristic act, or by generally accepted standards.

7.2 The contractor also has the right to invoke force majeure if the circumstances which hinder (further) fulfilment come into effect after the contractor should have fulfilled its obligations.

7.3 During a situation of force majeure, the obligations of the contractor shall be suspended. If the period where force majeure prevents the contractor fulfilling its obligations lasts for more than 2 months, both parties are entitled to dissolve the contract without any obligation to pay compensation in such an event.

7.4 If the contractor has already partially fulfilled its obligations before the force majeure arises, or can only partially fulfil its obligations, it is entitled to invoice separately for that part which has already been carried out and/or can be carried out, and the opposite contract party is bound to pay this invoice as if it were a separate contract. This does not apply, however, if the part which has already been carried out and/or can be carried out does not have any independent value.

ARTICLE 8 - CONFIDENTIALITY
8.1 The contractor shall take measures to guarantee that confidentiality is observed in relation to all data and information made available by or on behalf of the client to it, its personnel, and to persons or companies engaged by it. The contractor shall not disclose such details or information to third parties without the verbal or written permission of the client.

8.2 The contractor shall keep all documents issued by the client in relation to its service delivery for a maximum of 5 years. After 5 years, the contractor will no longer be obligated to keep the documents on file, and these shall be handed over to the client. The client shall then be obligated to keep all documents in its own archive for its own account. The contractor has at all times the right to demand that the client keeps the documents itself.

ARTICLE 9 - INTELLECTUAL PROPERTY
9.1 The contractor reserves all industrial and intellectual property rights in relation to data, calculations, methodologies, materials, etc, provided by it, and the inventions, drawings, models, and copyright protected works comprised within such, all this in the broadest sense of the word. The client obligates itself to unconditionally respect the rights of the contractor.

9.2 The copyrights on the products or services supplied shall be remain with the contractor for as long as a written contract has not been agreed between the contractor and the client in relation to the transfer of the relevant copyrights. The copyrights shall also remain the property of the contractor if the know-how or inventions have been acquired during the performance of the work for the client.

9.3 The client shall immediately inform the contractor of any claim of a third party in relation to an infringement of intellectual property rights in connection with the supplied documents or services. In the event of such a claim, only the contractor shall have the right, also jointly on behalf of the client, to conduct a defence against such or to take legal action against this third party, or to reach an amicable settlement with this third party.

The client shall refrain from taking all such action insofar as such can reasonably be required from it. The client shall provide its cooperation to the contractor in all such cases.

9.4 All documents issued by the contractor, such as reports, recommendations, manuals, designs, sketches, drawings, software, etc., are exclusively intended to be used by the client, and may not be reproduced, published, or disclosed to third parties without the prior permission of the contractor, such on pain of a fine of EUR 12,500 per event.

9.5 The system documents shall be returned by the client to the contractor when a maintenance contract comes to an end.

ARTICLE 10 - PRIVACY AND DATA PROCESSING
10.1 If the Contractor processes personal data provided by or on behalf of the Client and in accordance with the written instructions of the Client, then the Contractor is acting as a processor within the meaning of the General Data Protection Regulation (Algemene verordening gegevensbescherming) and such processing shall only take place in accordance with the written instructions of the Client and the provisions of Articles

10.1 to 10.9 shall apply. If the Contractor is obliged to process data pursuant to a provision under Union law or the law of a Member State, the Contractor shall notify the Client of this legal requirement prior to processing, unless that legislation prohibits such notification for important reasons of public interest.

10.2 The Client or its customer is the controller within the meaning of the General Data Protection Regulation, has control over the processing of personal data and determines the purpose and means of processing personal data.

10.3 The Client indemnifies the Contractor for claims by persons whose personal data have been or are being processed and for which the Client is responsible by law, unless the Client proves that the facts underlying such claim are attributable to the Contractor.

10.4 The Client is responsible for the data and access to the data processed by the Client using a service of the Contractor. The Client guarantees the Contractor that the content, use, access and/ or processing of the data is not unlawful and does not infringe any rights of a third party. The Client indemnifies the Contractor against any legal claim by a third party, on any grounds, in connection with these data or the performance of the Contract.

10.5 The Contractor shall ensure that employees and other persons involved in the processing of personal data are bound by appropriate confidentiality obligations.

10.6 The Contractor shall take the security measures required in accordance with Article 32 of the General Data Protection Regulation and comply with the conditions specified in the General Data Protection Regulation for employing another processor.

10.7 The Contractor does not guarantee that the security measures are effective under all circumstances. If the Contractor discovers a personal data breach, it shall notify the Client without unreasonable delay. The Contract specifies the manner in which the Contractor shall inform the Client of personal data breaches. If no specific arrangements have been made, then the Contractor will contact the contact person of the Client in the usual manner.

10.8 The controller, being the Client or its customer, shall assess whether the personal data breach about which it has notified the Contractor should be reported to the regulatory body or to the data subject. Reporting personal data breaches remains the responsibility of the controller, being the Client or its customer, at all times. The Contractor is not obliged to report breaches related to personal data to the regulatory body and/ or the data subject.

10.9 The Contractor shall furthermore, by means of appropriate technical and organisational measures, taking into account the nature of the processing and the information available to it, as far as possible:
a) assist the Client in the fulfilment of its obligation to respond to requests for the exercise of the rights of data subjects mentioned in the General Data Protection Regulation;
b) assist the Client in the fulfilment of its obligations under Articles 32 to 36 of the General Data Protection Regulation;
c) make all information available that is necessary to demonstrate compliance with the obligations stipulated in Article 28 of the General Data Protection Regulation and allow audits, including inspections, by the Client or an auditor authorised by the Client, provided that the costs of such audits are borne by the Client;
d) erase all personal data at the end of the processing services or return such data and delete existing copies, in accordance with the choice of the Client, unless storage of the personal data is mandatory.

ARTICLE 11 - WORK PERFORMED BY EMPLOYEES OF THE CONTRACTORR
11.1 Pursuant to the Contract, the Contractor may assign an employee to the Client to perform work under the direction and supervision of the Client. The results of the work of the assigned employee are at the risk of the Client and the Contractor does not accept any liability for the quality of the results of work created under the direction and supervision of the Client. Damage resulting from claims by the customers of the Client and any other damage related to or arising from assigning the relevant employee is excluded. Any liability for indirect damage, including consequential damage, lost profits, missed savings, reduced goodwill and damage due to business interruption, is also excluded. The liability of the Contractor in connection with the corruption, destruction or loss of data or documents is also excluded.

11.2 The Client shall be held responsible for ensuring a safe and healthy working environment for the assigned employee of the Contractor and shall be obliged to properly comply with all laws and regulations regarding the working conditions of the employee. The Client is also obliged to ensure that the location at which and the materials with which the assigned employee performs the work comply with all relevant safety regulations. The Client guarantees that it will do and refrain from doing all that can reasonably be expected of it in order to prevent the assigned employee from suffering injury during the performance of the work.

11.3 The duration of the work, holidays and rest periods, working hours and other relevant employment conditions of the assigned employee shall be the same as those customary at the business of the Client. The Client guarantees that the duration of the work, holidays and rest periods, working hours and other relevant employment conditions comply with the relevant laws and regulations. If, at the instructions or request of the Client, the assigned employee works longer than the agreed or customary number of working hours per day or works on days that are not usual working days of the Contractor, the Client shall owe the agreed overtime rate or, in the absence of an agreed overtime rate, the overtime rate customary at the Contractor for these hours. The Contractor shall inform the Client of the applicable overtime rates, upon request.

11.4 The Client shall only grant the assigned employee of the Contractor insight/ access to systems and information that the employee requires for the performance of their work.

ARTICLE 12 - DISPUTES AND APPLICABLE LAW
12.1 All agreements are subject to Dutch law.

12.2 The district court in the region where the contractor has its registered office shall have exclusive jurisdiction to hear any disputes, unless the sub-district court has jurisdiction. Nonetheless, the contractor has the right to summon the opposite contract party to appear before the court which has jurisdiction under the law.

ARTICLE 13 - AMENDMENT OF THE CONDITIONS
13.1 The version of the conditions applicable at the time the relevant order was concluded shall be applicable in all cases. The conditions are available for inspection at the offices of the contractor.