Terms and conditions

GENERAL CONDITIONS FOR THE PROVISION OF SERVICE OF:

Peter van Duin Consultancy BV, established in De Lier, having its office and principal place of business at Kijckerweg 37, 2678 AB DeLier, The Netherlands, here in after to be called: PVD Consultancy

Article 1. Definitions

1. In these general conditions the following words have the following meaning: PVD Consultancy: the user of these general conditions; The principal: the other party.

Article 2. Applicability of these conditions

1. Insofar as not explicitly provided otherwise by the parties in writing, these conditions will apply to each offer and each agreement between PVD Consultancy and a principal in respect of which PVDConsultancy has declared these conditions applicable.

2. The present conditions will also apply to all agreements with PVD Consultancy, for the execution of which third parties have to be involved.

3. The nullity of any condition does not bar the validity of the other conditions.

Article 3. Offers

1. Unless a term for acceptance has been stated in the offer, all our offers are without obligation.

2. Unless indicated otherwise, offers made by PVDConsultancy are without obligation and remain valid for 30 days. PVDConsultancy will only be bound by the offer if the other party has confirmed the acceptance thereof in writing within 30 days.

3. Unless indicated otherwise, the prices stated in the offers are exclusive of VAT.

4. Unless indicated otherwise, cost estimates are exclusive of VAT. No rights can be derived from cost estimates.

Article 4. Execution of the agreement

1. PVD Consultancy will execute the agreement to the best of its knowledge and ability. It will do so in accordance with the requirements of good workmanship and based on the state of the art at that moment.

2. If and insofar an adequate execution of the agreement so requires, PVD Consultancy has the right to have the work carried out by third parties. Costs charged by the relevant third party will integrally be charged on to the principal.

3. The principal must ensure that PVD Consultancy is timely provided with all information it indicates as necessary, or of which the principal reasonably ought to understand that it is necessary for the execution of the agreement. If PVD Consultancy is not timely provided with such information, it is entitled to suspend the execution of the agreement and/or charge the principal for the additional costs arising from the delay, calculated on the basis of the usual fees.

4. Unless PVD Consultancy should have known that the information provided by the customer is incorrect or incomplete, it is no liable for damage of whichever nature caused by its departing from such incorrect and/or incomplete information.

5. If it has been agreed that the contract will be executed in phases, PVD Consultancy may suspend the components forming part of the next phase until the principal has approved the results of the preceding phase in writing.

Article 5. Duration of the agreement; term of execution

1. Unless explicitly and in writing provided otherwise, the agreement is concluded for an indefinite period of time.

2. If within the duration of the agreement a deadline has been agreed for the completion of specific work, this will never be a strict deadline. For this reason, if the execution period is exceeded, the principal must send PVD Consultancy a notice of default in writing.

Article 6. Changes

1. If during the execution of the agreement changes or supplements to the work to be executed turn out to be necessary in order for it to be adequately carried out, PVD Consultancy will adjust the agreement accordingly and inform the principal thereof as soon as possible.

2. If the agreement is changed or supplemented, the date of completion may be influenced as a consequence. PVD Consultancy will also inform the principal thereof as soon as possible.

3. PVD Consultancy will inform the principal in advance if there are financial consequences or consequences as regards the quality attached to the change or supplement to the agreement.

4. In the event of a fixed fee, PVD Consultancy will indicate to which extent the change or supplement to the agreement causes this fee to be exceeded.

Article 7. Confidentiality

Both parties are obliged to observe confidentiality in respect of all confidential information obtained from each other or a different source in the framework of their agreement. Information is in any event regarded as confidential if the other party has so stated, or if this arises from the nature of the information.

Article 8. Intellectual property

1. Without prejudice to the provision of article 7 of these conditions, PVD Consultancy reserves the rights and powers it has under the Copyright Act.

2. All documents provided by PVD Consultancy, such as reports, advice, designs, drafts, drawings, software, etc. are exclusively intended to be used by the principal and may not be published or revealed to third parties by the principal without PVD Consultancy’s prior permission there to.

3. Insofar as in doing so no confidential information is revealed to third parties, PVD Consultancy also reserves the right to use the knowledge that has increased by the execution of the work for other purposes.

4. The principal indemnifies PVD Consultancy against all third party claims arising from or connected with intellectual property rights.

Article 9. Termination

Unless explicitly provided otherwise in writing, agreements concluded with PVD Consultancy may not be terminated prematurely.

Article 10. Dissolution of the agreement

1. Claims of PVD Consultancy on the principal are immediately due and payable in the following cases: - if circumstances which have come to PVD Consultancy’s knowledge after the conclusion of the agreement give PVD Consultancy reasons to fear that the principal will not fulfill its obligations; - if at the conclusion of the agreement PVD Consultancy has requested the principal to provide security for the fullfillment and this security has not been provided or is not sufficient.

2. In the above-mentioned cases PVD Consultancy is also entitled to suspend the further execution of the agreement or to proceed to dissolution, all this without prejudice to PVD Consultancy’s entitlement to compensation.

Article 11. Defects, term for complaints

1. Within 8 days after discovery, but not later than14 days after the completion of the relevant work, the principal must notify PVD Consultancy in writing of any complaints with regard to the executed work.

2. If the complaint is founded, PVD Consultancy will execute the work as agreed as yet, unless in the meantime this has become demonstrably pointless to the principal. The principal must notify PVDConsultancy thereof in writing.

3. If it is no longer possible or has become pointless to provide the service as agreed as yet, PVD Consultancy will only be liable within the boundaries of article 15.

Article 12. Fees

1. Unless a fixed fee is agreed, the fee is established on a time-spent basis. It is calculated according to PVDConsultancy’s customary hourly rates that apply to the period during which the work is executed, unless an hourly rate in derogation thereof has been agreed.

2. PVD Consultancy is entitled to a down payment. It may stipulate that it will not commence the agreed work before the down payment has been received.

3. Possible cost estimates are exclusive of VAT.

4. In respect of commissions having duration of more than one month, the payable costs may be charged periodically.

5. PVD Consultancy is entitled to charge the principal for the travelling expenses it reasonably has had to make. PVD Consultancy mustas much as possible specify the charged costs.

Article 13. Payment

1. Payment must take place within 30 days from the invoice date, in a manner to be indicated by PVD Consultancy and in the currency in which it is invoiced.

2. After expiry of 30 days from the invoice date the principal will be in default; from the moment of commencement of the default the principal must pay an interest of 1% per month unless the legal interest is higher, in which case the legal interest will apply.

3. Payments by the principal will first be applied to settle all interest and costs payable and subsequently those invoice amounts which have been outstanding for the longest period, even though the principal has stated that the payment relates to later invoices.

Article 14. Collection costs

1. If the principal fails to fulfil one or more of its obligations, all reasonable costs incurred to obtain an out-of-court settlement are for the account of the principal. The principal must in any event pay PVDConsultancy the out-of-court costs in conformity with the report Voor-werk II.

2. If PVD Consultancy makes it plausible that it has incurred higher costs which were reasonably necessary, these costs also qualify for payment.

Article 15. Liability

1. If PVD Consultancy is liable, such liability is restricted to the amount paid to PVD Consultancy.

3. The restriction of liability included in these conditions does not apply if the damage is attributable to an intentional actor gross negligence on the part of PVD Consultancy.

4. PVD Consultancy will in no event be liable for consequential damage.

5. PVD Consultancy will in no event be liable for not observing/processing existing patent registrations which are relevant to the principal, nor for damage of whichever nature arising from or connected with unobserved patent registrations.

Article 16. Force Majeure

1.In addition to the provisions with regard there to under the law or under the law of precedent, Force Majeure will mean in these conditions all external causes, whether or not envisaged, on which PVDConsultancy cannot exercise any influence, but as a consequence of which PVDConsultancy is unable to fulfill its obligations. Force Majeure will in any event include sickness.

2. PVD Consultancy is also entitled to rely on Force Majeure if the circumstance preventing such (further) fulfillment occurs afterPVD Consultancy should have complied with its commitment.

3. During the Force Majeure PVD Consultancy’s obligations are suspended. If the period during which due to the Force MajeurePVD Consultancy is unable to fulfill its obligations exceeds a period of 2months, both parties are entitled to dissolve the agreement without being obliged to pay any compensation to each other.

4. If at the commencement of the Force Majeure PVDConsultancy has already fulfilled its obligations in part or is only able to do so in part, it is entitled to invoice the part already executed or the part it is able to fulfill separately and the principal must pay this invoice as if it concerned a separate contract. This, however, does not apply if the part already executed or the part that can be executed has no independent value.

Article 17. Applicable law

All agreements between PVD Consultancy and the principal are governed by Dutch law.