General Conditions until 1 January 2016

Article 1: General
1. Vanhier B.V. is a private company in accordance with Dutch law, with its registered office in Amsterdam and active under the name Vanhier with possible additions, hereafter referred to as: Vanhier.

2. In these general conditions the following definitions apply: Client: the person(s) who gave the assignment(s). Contractor: Vanhier, and associated companies.

Article 2: Applicability
1. These General Conditions apply to all activities, including digital services, (to be) performed by or on behalf of Vanhier and all legal relations of Vanhier with the Client except when legislation or regulations exclude or limit these conditions.
2. The code of conduct/professional code that applies to Vanhier is an integral part of these General Conditions. The relevant code of conduct/professional code will be provided to the Client upon first request.
3. If any clause that is part of these General Conditions or of the agreements between the Client and Contractor should become void, the remainder of the agreement will remain valid. In consultation between both parties, the void clause will be replaced by a clause of which the result resembles that of the original clause as much as possible.
4. The applicability of the General Conditions to which the Client refers is integrally and explicitly excluded.

Article 3: Establishment of the agreement
1. The agreement is established as soon as the tender sent to the Client by the Contractor or the assignment confirmation is signed and returned by the Client, or as soon as the Contractor starts the activities for the Client at the (verbal) request of the Client. The tender or order confirmation is based on the information which was submitted to the Contractor at that time.
2. Both parties have the right to prove that the agreement was established in another way.
3. The agreement is entered into for an unlimited term unless the content, nature or purport of the granted assignment indicates that it was entered into for a specific period.

Article 4: Information to be provided by the Client
1. The Client must provide all the information and documents the Contractor needs to perform the assignment correctly in due time and in the agreed way and method.
2. The Client will inform the Contractor of all information that is or could be relevant for the realisation of the assignment. In case of assignments related to auditing financial accounts, the Client will inform the Contractor of all additional information relevant to the realisation or completion of the assignment.
3. Where it is necessary for the substantiation of the soundness and activities to be performed, copies of original documents with a formal status, such as notarial deeds, decrees and government licences which were provided to the Contractor by the Client, will be included in the work dossiers. If and insofar as the Client requests, the original documents will be returned to the Client.
4. The Client guarantees the correctness, comprehensiveness and reliability of the information and documents provided to the Contractor, including those provided by third parties, insofar as the nature of the assignment does not result in a different outcome.
5. The Contractor has the right to delay the realisation of the agreement until the Client has met what is determined in article 6. The extra costs and fees resulting from delaying the assignment because the requested information and documents were not provided at all, in time or in accordance with the agreements, are at the expense of the Client.

Article 5: Realisation of the assignment
1. The Contractor will determine how and by whom the assignment will be realised. In addition, the Contractor has the right to deploy third parties to realise the assignment in consultation with the Client.

The applicability of Articles 404 and 407 section 2 of Book 7 of the Netherlands Civil Code (BW) is explicitly excluded.

2. If activities are performed during the assignment for the profession or company of the Client which are not part of the activities as agreed in the assignment confirmation, the relating notes in the Contractor’s administration suggest that the activities were performed on the incidental instructions of the Client and thus fall under the duty of care of the Contractor.

Article 6: Delivery term
1. If the Client received an advance invoice or needs to provide necessary materials/information for the realisation of the assignment, the term within which the agreed activities must be completed will not start before the amount due has been paid or the requested information/material has been provided.
2. Terms within which the activities must be completed can only be considered fixed if this was explicitly agreed. The agreement cannot be dissolved for delays except in case of permanent impossibility of compliance with what was agreed. The exception is when the Contractor does not realise the agreement within a reasonable term promised by the Contractor in writing after the agreed term had already ended. In the latter situation, dissolution is allowed taking into account the contents of Article 6:265 BW.

Article 7: Intellectual property
1. The Contractor retains all rights related to intellectual property, including neighbouring rights, which they use or have used in the framework of the realisation of the assignment for the Client insofar as they result from legislation.

2. The Client is explicitly prohibited from reproducing the products, including computer programs, system designs, work methods, advice, (model) contracts and other intellectual property of the Contractor, in the broadest sense, directly or indirectly, with or without employing third parties, except for internal use, or exploit them in any other way, unless these products were explicitly intended for reproduction and/or publication (and this has been recorded in writing).

3. The Client and/or its universal or particular legal successors are not allowed to provide the tools related to these products to third parties for other purposes than to obtain a professional evaluation of the activities of the Contractor.

Article 8: Fees
1. The fee of the Contractor depends on the granted assignment.
2. The Contractor shall be paid fees and disbursements. The Contractor has the right to demand security for the payment of its declaration via an advance.
3. The fee is calculated based on the Contractor’s basic hourly rates applicable in the relevant period. If fees and/or rates change after the agreement was established but before the assignment was completed, the Contractor has the right to adjust the agreed upon rate accordingly, unless the Client and Contractor have made other agreements in writing.
4. The fee payable to the Contractor excludes expenses of the Contractor and any declarations from third parties deployed by the Contractor. All applied rates are excluding turnover tax and any other government levies and taxes.

Article 9: Payment and advertising
1. Payment must be realised without deductions, discounts or debt settlements and within the agreed upon term and always within 14 days of the invoice date. Payment must be made in euros and by transfer to a bank account as indicated by the Contractor.
2. Any complaints about the amount of the declaration or the activities to which the invoice relates must be submitted to the Contractor in writing within thirty days of the date of the relevant declaration. If a complaint is not submitted correctly, the Client is considered to recognise the accuracy and chargeability of the declaration.
3. Claims as described in the point above have no suspensory effect on the declaration of the Contractor. In situations in which the claim is justified, the Contractor may choose between mitigation of the sent declaration, making improvements free of charge or performing the rejected activities again or not realising the assignment (further) fully or in part with pro rata restitution of the fees already paid by the Client.
4. In case the Client has not fulfilled the payment obligations in the term as indicated under point 1., they are legally in default and the Contractor has the right to charge legal interest from the date of default up to the date the sum is paid in full without further notice of default and without prejudice to any other rights. In case the payment is not made within the term as indicated in the reminder, the Contractor has the right to delay the activities by appealing to the uncertainty exception. This right to delay also includes any other activities to be performed for the Client than those to which the unpaid declarations relate. In addition, the Contractor has the right to retain all material, whether or not related to the assignment to which the unpaid declarations relate, until the amount due has been paid in full.
5. All reasonably made judicial and extrajudicial (collection) costs paid by the Contractor due to the non-compliance with the payment obligations by the Client are at the expense of the client.
6. If the financial position or the payment conduct of the Client provides sufficient reason in the opinion of the Contractor, the Contractor has the right to demand that the Client provides an immediate (additional) security in a form as determined by the Contractor. If the Client neglects to provide the requested security, the Client has the right to immediately delay the further realisation of the agreement, without prejudice to its other rights, and everything owed to the Contractor by the Client for whatever reason becomes immediately payable.
7. In case of a joint assignment, the Clients are jointly liable for the payment of the invoice amount insofar as the activities were performed for the joint Clients.
8. Payments made by the Client initially cover the payment of all due interest and costs and secondly the payable declarations of the oldest invoice dates, even if the Client indicates otherwise.

Article 10: Liability
1. The Contractor will perform the activities in the best possible way and take the utmost care as can be expected from a professional service provider. Should an error be made due to the fact that the Client provided the Contractor with incorrect/incomplete information, the Contractor is in no way liable for damages. Should the Client be able to prove that damages were caused due to an error made by the Contractor which could have been prevented if the utmost care had been taken, the Contractor is only liable to the amount paid by the Contractor’s liability insurance, except in case of intent or equivalent gross negligence on the side of the Contractor.
2. Insofar as the damages suffered by the Client are not subject to payment by the Contractor’s insurance, while the requirements were met as described above, and result in the Contractor’s liability, this liability is limited to the fee due over the past six months.
3. The Client indemnifies the Contractor for claims by third parties resulting from damages originating from the incomplete or incorrect provision of information by the Client, except if the Client can prove that the resulting damage has no causal link to culpable action or neglect on their side or was caused by intent or gross negligence from the side of the Contractor. This stipulation does not apply to assignments that involve audits of annual statements as intended in Article 393 Book 2 BW.
4. The Client indemnifies the Contractor for claims and demands from third parties as a result of the publication of the provided information related to possible copyrights, confidentiality clauses and intellectual property.
5. The Contractor is not liable for the correct and complete transfer of the content of sent emails, nor for the timely reception thereof.

Article 11: Archives
The dossier that is developed during the realisation of the assignment will be stored by the Contractor for at least 10 years, after which it will be destroyed under suitable conditions. If and insofar as the Client requests, the provided documents will be returned after the activities for the realisation of the related assignment have been completed.

Article 12: Confidentiality and exclusivity
1. Unless it is compulsory by law or if an authorised government body demands the provision of certain data, the Contractor is obliged to ensure confidentiality towards third parties not involved in the realisation of activities with regards to the realisation and results of the assignment.
2. The Contractor is allowed to use or prepare the numerical results after processing for statistical research insofar as they are non-traceable. In addition, the Contractor is allowed to use the anonymised material in presentations for potential clients.
3. Without prior written consent from the Client and with the exception of what is determined above, the Contractor is not allowed to use the information provided for any other purpose than for which it was provided, except for its own benefit in case of disciplinary, civil or penal procedures.

Article 13: Applicable law and forum
1. All agreements between the Client and Contractor to which these General Conditions apply are subject to Dutch law.
2. Any dispute related to agreements between the Client and Contractor to which these General Conditions apply will be processed by the authorised court in the judicial district in which the Contractor has its statutory office.
3. By way of derogation from what is stated in article 2 of these General Conditions, parties can decide to place their dispute before an appointed arbitrator.
4. This translation into English of these terms & conditions is provided as a service only. The original Dutch version always takes precedence in case of a dispute.

Article 14: Changes to the conditions
The Contractor is allowed to make changes to these conditions and shall supply the changed General Conditions to the Client in due time. The changes are implemented toward the Client within one month of the date of the accompanying letter sent with the changed conditions unless the Client makes an objection in writing.

Article 15: Expiry terms
Unless these General Conditions state otherwise, any right to claims and other rights from the Client toward the Contractor related to the realisation of activities by the Contractor will expire one year after the moment when the Client could have become aware of these rights.

Article 16: Other
These conditions have been filed with the Chamber of Commerce in Amsterdam (number 33208368). Only the most recently filed version is valid.

Most recently filed on 18 September 2007.

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