1/1/2009
General terms and conditions of RiskQuest B.V.
1 General
1. In the general terms and conditions, the following definitions apply:
Client: the party that gives the order.
Contractor: RiskQuest B.V.
2. All assignments, with the exception of Articles 7:404 and 7:407 paragraph 2 BW, exclusively accepted and performed by the Contractor.
2 Applicability
1. These general terms and conditions apply to all legal relationships between The Contractor and the Client, except insofar as the parties expressly deviated from in writing.
2. Applicability of any purchase or other conditions of the Client is expressly rejected.
3 Formation and duration of the agreement
1. The agreement is concluded at the moment that the Contractor and The order confirmation signed by the Client is returned by the Contractor receive. The confirmation is based on the information provided by the Client at the time information provided to the Contractor. The confirmation is deemed to be the agreement accurately and completely.
2. The agreement between the Contractor and the Client is formed by the in article 3 paragraph 1mentioned order confirmation, these general terms and conditions and any additional stipulations agreed in writing, which together constitute the full representation of the rights and obligations of the parties of all prior written and oral proposals, communications and correspondence.
4 Execution of the assignment or additional work
1. The Contractor will make every effort to carry out the work conduct in accordance with the agreements laid down in writing with the Client and procedures.
2. The Contractor determines the manner in which and by which person(s) the assigned order is executed.
3. If it has been agreed that the work will take place in phases, The Contractor is entitled to commence work leading to a should postpone the next phase until the Client has received the results of the
phase prior thereto in writing and all owed amounts have been paid.
4. If the Contractor, at the request or with the prior consent of The Client performs work or other performances that are outside the scope of the or scope of the agreed work, these will activities or performances by the Client to the Contractor reimbursed in accordance with the Contractor's usual rates.
5. The Client accepts that due to work or performance as referred to in Article 4 paragraph 4 the agreed or expected time of completion of the work and the mutual responsibilities of the Client and the Contractor may being influenced.
5 Secrecy
1. The Contractor is obliged to observe secrecy by or on behalf of the Client information and/or data provided to third parties that are not involved in the assignment.
2. The Contractor is not entitled to use the information provided to him by the Client is made available for a purpose other than that for which it was obtained. However, an exception is made in the case Contractor acts for itself in disciplinary, civil or criminal proceedings where this information may be important.
3. Unless the Contractor has given prior written permission for this granted, the Client will not change the content of reports, advice or other written statements from the Contractor, which are not drawn up or made with the purport to provide third parties with the information contained therein, not publicly to make. The Client will also ensure that third parties do not can take cognizance of the contents referred to in the previous sentence.
4. The Contractor reserves the right to use the Client's name use for advertising and reference purposes.
6 Intellectual property
1. The Contractor reserves all rights with regard to products from the mind which he uses or has used and/or develops or has developed in within the framework of the performance of the Client's assignment, insofar as this result from the law.
7 Fee
1. The Contractor's fee does not depend on the outcome of the
given assignment.
2. The Contractor's fee and expenses, if necessary increased by advances and invoices from third parties engaged, are paid per month, per month quarterly or after completion of the work to the Client unless the Client and the Contractor agree otherwise have made. About all amounts owed by the Client to the Contractor amounts – if applicable – the turnover tax is charged separately charged.
8 Payment
1. Payment by the Client must be made without deduction, discount or set-off shall be made within fifteen (15) days of the invoice date. Payment must be made in euros by means of transfer in favor of a Contractor to designated bank account.
2. If the Client does not have within the term referred to in Article 8.1 paid, the Contractor is entitled, after he has paid the Client at least once has demanded to pay, without further notice of default and without prejudice to the other rights of the Contractor, from the due date, the Client to charge statutory interest until the date of full payment.
3. All reasonable judicial and extrajudicial (collection) costs, made by the Contractor as a result of the Client's failure to comply with his payment obligations are at the expense of the Client.
9 Premature termination of the assignment
1. Contrary to Article 7:408 paragraph 1 of the Dutch Civil Code, the parties can only terminate the agreement cancel due to unforeseen circumstances beyond their control and are not attributable to them and which are of such a nature that the other party maintenance of the agreement cannot be expected. Contractor reserves the right to payment of invoices for already performed and any work still to be done in consultation.
2. The cancellation must be notified to the other party in writing, stating the reasons be communicated.
3. Each of the parties is entitled to dissolve the agreement only if the other party, after a proper and as detailed as possible, written notice of default setting a reasonable term for purification of the breach, imputably fails to comply with material obligations under the agreement.
4. If the Client at the time of the dissolution as referred to in Article 11.3 has already received performances for the execution of the agreement, these performance and the related payment obligation are not subject to undoing, unless the Contractor in is absent. Amounts that the Contractor has invoiced before the dissolution in in connection with what he has already performed in execution of the agreement or delivered, with due observance of the provisions of the previous sentence undiminished and will be immediately payable at the time of the dissolution due.
10 Liability
1. The Contractor will perform its work to the best of its ability and observe the due care that can be expected of him. Contractor is only liable if the Client demonstrates that he has suffered damage due to an error on the part of the Contractor that would have been avoided if he had acted carefully. If an error is made because the Client provides incorrect or incomplete has provided information, the Contractor is liable for the resulting damage not liable. The Contractor's liability will in any event be are limited to the amount of the fee that the Contractor for his received work under the contract. For assignments that have a lead time longer than three months, a further limitation applies of the liability referred up to a maximum of the fee for the last three months.
2. Except for the cases referred to in Article 12.1, the Contractor is not subject to any liability for damages, regardless of the ground on which an action is brought compensation would be based.
3. However, the restrictions referred to in Article 12.1 will lapse if and insofar as the damage is the result of intent or gross negligence on the part of the Contractor.
4. Liability of the Contractor due to an attributable shortcoming in the fulfillment of an agreement only arises if the Client immediately and properly gives the Contractor written notice of default, a reasonable term to remedy the shortcoming, and the Contractor continues to be imputable in the fulfillment of its obligations even after that period shoot. The notice of default must contain as detailed a description as possible of the contain the shortcoming, so that the Contractor is able to adequately react.
11 Protection of personal data
1. Insofar as the Contractor gains access to personal data of a Client kept or conducted personal registration, or the implementation of the agreement includes the processing of such personal data, Contractor exclusively acts as processor within the meaning of the Protection Act Personal data. The Contractor only processes personal data in order of the Client, whereby the agreement between the parties as that assignment is considered.
12 Applicable law and choice of forum
1. To all agreements between the Client and the Contractor to which this general terms and conditions apply, Dutch law applies.
2. All disputes related to agreements between the Client and The Contractor, to which these terms and conditions apply, are exclusively settled by the competent court in the district in which the Contractor is located established. The foregoing does not affect the parties' other manner of dispute settlement agreement.