General terms and conditions Alfa Consultants B.V.

Alfa Consultants B.V., with its registered office in Wageningen, is hereinafter to be referred to as 'the Contractor'. These general terms and conditions apply to the assignments to Alfa Consultants B.V.

A.   General

In these general terms and conditions the terms below have the following meanings:
1. Client: the natural or legal person who has given the Contractor an assignment to perform work;
2. Contractor: Alfa Consultants B.V.;
3. Assignment: the assignment given by the Client to the Contractor for the performance of Work for the Client;
4. Work: all work for which an assignment has been given or that is performed by the Contractor on any other basis, as described in the confirmation of the assignment, in the broadest sense;
5. Documents: all materials made available by the Client to the Contractor, including papers or data carriers, as well as all materials produced by the Contractor in the context of the performance of the assignment, including papers or data carriers.

B.   Applicability

1. These general terms and conditions apply to all agreements entered into by the Contractor in the context of the performance of the Work. Changes to these terms and conditions require the explicit written confirmation of the Contractor.
2. The general terms and conditions of the Client will only take effect with respect to the agreements concluded with the Contractor in so far as they are not in conflict with these terms and conditions. In case of doubt as to whether a conflict exists, the general terms and conditions of the Contractor will prevail.

C.   Commencement and duration of the agreement

1. The agreement will be effected and will commence only after the confirmation of the Assignment signed by the Client has been received and signed by the Contractor.
2. The parties are free to prove the formation of the agreement by other means.
3. The agreement is entered into for an indefinite period, unless it arises from the nature or purport of the Assignment given that it has been entered into for a fixed period.
4. Following the successful completion of the Assignment the Contractor has the right to announce the transaction and the service provision as a result of this Assignment and to publish this in newspapers and magazines, in the form of (but not limited to) a tombstone advertisement and an overview of transactions, stating the name and logo of the Client.

D.   Client’s particulars

1. The Client is obliged to make available to the Contractor in good time and in the desired form and manner all details and Documents that the Contractor in its opinion requires for the correct performance of the Assignment given.
2. The Contractor is entitled to suspend the performance of the Assignment until such time as the Client has complied with the obligation referred to in the preceding paragraph.
3. If and in so far as the Client requires, the Documents made available will be returned to the Client, subject to the provision under N.

E.   Performance of the assignment

1. The Contractor will perform its Work in accordance with the description of and as agreed in the Assignment agreed between the Contractor and the Client.
2. The Contractor determines the manner in which the Assignment given will be performed. The Contractor will take account as much as possible of any sound instructions given in good time by the Client concerning the performance of the Assignment.
3. Without informing the Client, the Contractor is entitled to have certain Work performed by a person or third party to be designated by the Contractor, if, in the opinion of the Contractor, this is desirable to achieve the best possible performance of the Assignment for the parties.
4. The Contractor will perform the Assignment in accordance with the applicable code of conduct and professional regulations (if applicable).
5. If during the term of the Assignment Work has been performed for the profession or business of the Client that does not form part of the Work agreed in the confirmation of the Assignment, the assumption will be derived from the relevant notes in the Contractor's records that this Work has been performed as a one-off Assignment given by the Client. These notes must relate to interim meetings between the Client and the Contractor.

F.  Confidentiality and exclusivity

1. The Contractor is obliged to maintain confidentiality towards third parties that are not involved in the performance of the Assignment. This confidentiality concerns all information of a confidential nature made available to it by the Client and the results obtained by processing this information. This confidentiality does not apply in so far as statutory or professional regulations impose a duty of disclosure on the Contractor.
2. Provided that these results cannot be traced back to individual Clients, the Contractor will be entitled to use the numerical results obtained after processing for statistic or comparative purposes.
3. With the exception of the provisions of the preceding paragraph, the Contractor will not be entitled to use the information made available to it by the Client for any purpose other than that for which is was obtained.
4. An exception to Article F.1 is the request for or provision of Documents from/to other business units of Alfa Adviesgroep B.V.

G.   Intellectual property

1. The Contractor reserves all rights to intellectual products which it uses or has used in the context of the performance of the agreement with the Client, to the extent that rights to these products can exist or be established in a legal sense.
2. The Client is explicitly prohibited from multiplying, disclosing and/or operating such products, including computer programs, system designs, working methods, advice, contracts including model contracts, and other intellectual products, whether or not by engaging third parties.
3. The Client is not permitted to make these products available to third parties for reasons other than to obtain a professional opinion about the Work of the Contractor.

H.  Force Majeure

1. If the Contractor fails to meet its obligations under the agreement, or fails to do so promptly or properly, due to a cause that cannot be attributed to it, including but not limited to an interruption in the regular course of affairs within its business, these obligations will be postponed until such time as the Contractor will be able to meet these obligations in the manner agreed.
2. If the event referred to in paragraph 1 occurs, the Client will be entitled to terminate all or part of the agreement with immediate effect, in writing.

I.   Fee

1. The basic premise is that the Client will pay the Contractor a fee for its Work in the form of a fixed hourly rate and/or a fixed amount. Supplementary to or instead of the fee referred to above, the Client and the Contractor may agree on a success-based fee and/or a break-up fee.
2. The Client will be obliged to pay the Contractor the success-based fee if an agreement as referred to under E.1 of these terms and conditions is effected between the Client and a third party, arising from the Assignment from/to the Contractor.
3.  If the agreement referred to in Article E.1 of these terms and conditions is not performed in accordance with the original plan, but a transaction is effected in another manner, such that the objects of the Client will be achieved in a comparable manner, the Client will be obliged to pay the agreed success-based fee.
4. The Contractor is entitled, both before commencement of the Work and in the interim, to suspend the Work until such time as the Client has paid the Contractor an advance sum, determined according to standards of reasonableness and fairness, for the Work to be performed, or has provided security for payment of the Work.
5. The fee of the Contractor, plus disbursements and invoices of any third parties engaged, if applicable, and including any turnover tax payable, will be charged to the Client monthly, quarterly, annually or after completion of the Work.
6. The Contractor will charge the success-based fee referred to above on the day of the actual performance of the agreement as referred to under E.1 of these terms and conditions.

J.   Payment

1. Payment of the invoice amount by the Client must be made within 14 days of the date of invoice, in Dutch currency, at the offices of the Contractor or by means of transfer to a bank account to be designated by the Contractor and in so far as the payment relates to Work, without any right to discount or setoff. If and when parties agree on a shorter payment term regarding to the Assignment this shorter payment term will prevail.
2. If the Client fails to pay within the period referred to above, or within the period agreed, it will be in default by operation of law and the Contractor will be entitled, without further demand or notice of default being required, to charge the Client statutory interest from the due date until the date on which payment is made in full, without prejudice to any other rights the Contractor may have.
3. All costs arising as a result of judicial or extrajudicial collection of the claim will be at the expense of the Client. The extrajudicial costs have been fixed at a minimum of 15% of the amount to be claimed.
4. In the event of a jointly given assignment the Clients will be jointly and severally liable for payment of the invoice amount in so far as the Work has been performed for the joint Clients.
5. If the Contractor so wishes, the Client will be obliged to issue a direct debit mandate for payment of the amounts owed for the Work agreed. In the event of reversal, cancellation of the direct debit or if collection of the fee payable is not possible due to other reasons, the provisions of this article will remain in full force.

K.   Complaints

1. A complaint concerning the Work performed and/or the invoice amount must be submitted in writing within 14 days of the date of dispatch of the documents or information to which the Client's complaint relates, or must be made known to the Contractor within 14 days of the discovery of the defect if the Client demonstrates that in all reasonableness it could not have discovered the defect any earlier.
2. A complaint as referred to in the first paragraph does not suspend the Client's payment obligation.
3. If the complaint is not submitted in good time, all the Client's rights in connection with the complaint will lapse.

L.   Liability

1. The Contractor is not liable for any consequential loss, trading loss or indirect loss resulting from the Contractor's failure to perform, or to perform in time or properly.
2. The Contractor's liability with regard to any damage and/or loss incurred by the Client that is in any way connected to or caused by failure to perform the Assignment or failure to do so in time or properly, is limited to the amount of the Contractor's insurance policy taken out with respect to failure to perform the Assignment, or failure to do so in time or properly.
3. If for whatever reason the liability insurer does not pay out under the insurance policy, the liability of the Contractor will be limited to the amount of the fee charged for the performance of the Assignment. If the Assignment concerns a continuing performance contract with a term exceeding one year, the amount referred to above will be fixed at three times the amount of the fee charged to the Client during the twelve months prior to the damage and/or loss arising. Under no circumstances will the total compensation for the damage and/or loss based on this article exceed EUR 50,000 (fifty thousand euros) per event, with a series of connected events counting as one event, unless the parties, in view of the scope of the Assignment or the risks involved in the Assignment, have reasons to deviate from this maximum amount on conclusion of the agreement.
4. The Contractor will at all times be entitled to remedy, if and in so far as possible, the damage and/or loss incurred by the Client.
5. The Contractor is not liable for damage to or loss of Documents during transport or during postal dispatch, regardless of whether the transport or dispatch is carried out by or on behalf of the Client, the Contractor or third parties. The Contractor is not liable either for damage and/or loss incurred by the Client as a result of the Client providing the Contractor with incorrect or incomplete Documents.
6. The Client indemnifies the Contractor against claims from third parties due to damage and/or loss caused by the Client providing the Contractor with incorrect or incomplete information, unless the Client can prove that the damage and/or loss is not connected with imputable acts or omissions on its part, or that it has been caused by intent or gross negligence on the part of the Contractor. The foregoing is not applicable, however, if and in so far as the Assignment concerns the audit of financial statements within the meaning of Section 393 of Book 2 of the Dutch Civil Code.
7. The Client is obliged to take measures to limit the damage and/or loss.

M.   Regulations including professional regulations

1. The Client will at all times give its full cooperation to the obligations arising for the Contractor from the applicable regulations including professional regulations.
2. The Client is aware that the Contractor, inter alia, but not exclusively:
 a. may be obliged under the applicable legislation and regulations to report certain transactions that are described in such legislation and regulations and have become known during the performance of its Work to the authorities set up by the government for that purpose;
 b. under the applicable legislation and regulations will be obliged to report fraud in certain situations;
 c. based on the applicable legislation and regulations may be obliged to investigate the identity of the Client or the customer.
3. The Contractor excludes any liability for damage and/or loss incurred by the Client as a result of the Contractor's compliance with the legislation and professional regulations applicable to it.

N.  Notice of termination

1. The Client and the Contractor may terminate the agreement at any time. Notice of termination must be given in writing. If the agreement is terminated before the Assignment is completed, the hours already worked, including an eventual agreed break-up fee,  will be paid by the Client in accordance with Article I.1 of these terms and conditions with the proviso that, if within a period of one year following the termination a transaction/agreement (as discussed under Article E.1 of these terms and conditions) is still effected with a party proposed directly or indirectly by the Contractor, the Client must pay the success-based fee.
2. If and to the extent that the Contractor gives notice of termination of the agreement, it will be obliged to inform the Client of the reasons for the notice of termination and to do all that is required in the circumstances in the interests of the other party.

O.   Right to suspend performance

1. The Contractor is entitled to suspend performance of all its obligations, including the surrender of Documents or other items to the Client or third parties, until all debts due by the Client have been paid in full.
2. The provision of the first paragraph does not apply with respect to items or Documents of the Client that have not yet been processed by the Contractor.

P.  Electronic communication

1. During the performance of the Assignment the Client and the Contractor may communicate with each other by electronic means at the request of the Client.
2. The Client and the Contractor are not liable to each other for any loss one of them suffers or both of them suffer as a consequence of using electronic forms of communication, including – but not limited to – loss as a consequence of non-delivery or delay in the delivery of electronic communication, interception or manipulation of electronic communication by third parties or due to software/equipment used to send, receive or process electronic communication, the transfer of viruses and the failure of the telephone communication network or equipment required for electronic communication to function properly, except in so far as the loss is the result of wilful misconduct or gross negligence.
3. Both the Client and the Contractor will do or refrain from doing everything that may reasonably be expected of them in order to prevent the aforementioned risks from occurring.
4. The data extracts from the sender’s computer systems provide conclusive evidence of the electronic communication and its contents sent by the sender until the moment that the receiver provides evidence to the contrary.

Q.  Applicable law and choice of forum

1. All agreements between the Client and the Contractor that are subject to these general terms and conditions will be governed by Dutch law.
2. Any disputes relating to agreements between the Client and the Contractor that are subject to these terms and conditions and that do not come under the jurisdiction of the subdistrict court will be resolved by the competent court in the district in which the Contractor has its place of business, unless disputes are concerned that are not related to the business or profession of the Client.
3. The Contractor is free to institute disciplinary proceedings or to bring the dispute before an arbitration tribunal set up for this purpose.

R.  Repair clause invalid provisions

1. If all or part of any provision of these general terms and conditions or the underlying Assignment/agreement is null and void and/or invalid and/or unenforceable due to any statutory provision, court ruling or otherwise, this will not have any consequence whatsoever for the validity of all the other provisions of these general terms and conditions or the underlying Assignment/agreement.
2. If a provision of these general terms and conditions or the underlying Assignment/agreement is invalid for one of the reasons referred to in the preceding paragraph, but would have been valid if this provision had had a more limited scope or purport, it will initially be automatically valid with the most far-reaching or most extensive limited scope or purport with which the provision will have validity.
3. Notwithstanding the provisions of paragraph 2, if required the parties may consult to agree on replacing the null and void or voided provisions by new provisions that approach the content and purport of the null and void or voided provisions as much as possible.

Wageningen, January 2017