General Terms and Conditions AudIT-Sure B.V.

These general terms and conditions of AudIT-Sure B.V. apply to all legal relationships, including agreements, between the Client and the Contractor.

A. General
In these general terms and conditions the following terms have the following meanings:
Client: the natural person or legal entity that has given the Contractor an assignment to perform Services.
Contractor: AudIT-Sure B.V.
All assignments are accepted and carried out exclusively by the Contractor with exclusion of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code. All provisions in these general terms and conditions are also stipulated for the benefit of the directors of the Contractor and all persons working for the Contractor.
Services: all activities for which an assignment has been given, or which are performed by the Contractor for any other reason. The foregoing must be interpreted in the broadest sense and in any case includes the services stated in the engagement letter.
Documents: all items made available by the Client to the Contractor, including documents and data carriers, as well as all items, including documents and data carriers, produced by the Contractor in the context of the performance of the assignment.
Agreement: any arrangement between the Client and the Contractor for the performance of Services by the Contractor for the benefit of the Client, in accordance with the provisions of the engagement letter.
The Client shall exercise any rights of claim or recourse exclusively against the Contractor and not against directors, shareholders or employees of the Contractor or auxiliary persons engaged by the Contractor.

B. Applicability
These general terms and conditions apply to all legal relationships, including agreements, between the Client and the Contractor.
Departures from and additions to these general terms and conditions are only valid if expressly agreed in writing.
If these general terms and conditions and the engagement letter contain mutually conflicting provisions, the provisions in the engagement letter shall prevail.
The applicability of the Client’s general terms and conditions is expressly rejected by the Contractor.
The underlying Assignment/Agreement – together with these general terms and conditions – reflects the full arrangements between the Client and the Contractor with regard to the Services for which the Agreement has been concluded. All previous arrangements or proposals between the parties in this respect lapse.

C. Commencement and duration of the Agreement
Each Agreement is concluded and commences at the moment the Contractor has received back the engagement letter signed by the Client and – insofar as applicable – has retroactive effect to the moment at which the Contractor commenced the Services. The confirmation is based on the information provided by the Client to the Contractor at that time. The confirmation is deemed to correctly and completely reflect the Agreement.
The parties are free to prove that the Agreement was concluded in a different way.
Each Agreement is entered into for an indefinite period of time, unless the nature, content or scope of the assignment given indicates that it has been entered into for a definite period of time.

D. Client data
The Client is obliged to provide all data and Documents which the Contractor considers necessary for the correct performance of the Agreement to the Contractor in good time, in the desired form and in the desired manner.
The Contractor has the right to suspend the performance of the Agreement until the moment the Client has complied with the obligation mentioned in the previous paragraph.
The Client is obliged to immediately inform the Contractor of facts and circumstances that may be relevant in connection with the performance of the Agreement.
The Client warrants the accuracy, completeness and reliability of the data and Documents made available to the Contractor by or on behalf of the Client, even if these originate from third parties.
Any additional costs and additional fees arising from delays in the performance of the Agreement due to the Client not, not timely or not properly making the requested data available shall be borne by the Client.
If and insofar as the Client so requests, the Documents made available, with the exception of what is stated under O, will be returned to the Client.
At the Contractor’s request, the Client shall, during the performance and after completion of the Agreement, grant the Contractor access to and provide copies of the Client’s administration or of the documents included therein that directly or indirectly relate to the performance of the Agreement. For the purpose of performing the Agreement, we keep our own (electronic) working file containing copies of documents which we consider relevant; this file remains our property. In performing the Agreement we are not deemed to have information available from other Agreements which we have performed for you or are currently performing for you.

E. Performance of the Agreement
The Contractor determines the manner in which and by which person(s) the Agreement is performed. The Contractor will, where possible, take into account timely given and reasonable instructions from the Client concerning the performance of the Agreement.
The Contractor will perform the Services to the best of its ability and as a careful professional. However, the Contractor cannot guarantee that any desired result will be achieved.
The Contractor is entitled, without notification to or express permission from the Client, to have certain activities carried out by a person or third party designated by the Contractor, if the Contractor considers this desirable.
The Contractor performs the Agreement in accordance with the codes of conduct and professional rules applicable to the Contractor, which form part of the Agreement, and with the requirements imposed on the Contractor by law. A copy of the codes of conduct and professional rules applicable to the Contractor will be sent to the Client on request. The Client shall respect the obligations arising for the Contractor and the persons working for or at the Contractor from these codes of conduct, professional rules and from the law.
If, during the term of the Agreement, Services are performed for the benefit of the Client’s business or profession which do not fall under the Services to which the Agreement relates, such Services shall be deemed to have been performed under separate Agreements.
Any terms stated in the Agreement within which the Services must be performed are indicative and not fatal deadlines. Exceeding such a term therefore does not constitute an attributable shortcoming of the Contractor and does not give grounds for termination of the Agreement or for compensation. Terms within which the Services must be completed are only to be considered fatal deadlines if this has been expressly agreed between the Client and the Contractor.
The performance of the Agreement is not specifically aimed at detecting fraud, unless expressly stated otherwise in writing. If the Services provide indications of fraud, the Contractor will act in accordance with the relevant laws and regulations applicable to the Contractor. The costs arising from such Services are borne by the Client.
If the Client is required to make an advance payment or to make information and/or materials available that are necessary for performance, the term within which the Services must be performed does not commence until the advance has been received in full or the information and/or materials have been made fully available.

F. Confidentiality
The Contractor is obliged to maintain confidentiality towards third parties that are not involved in the performance of the Agreement. This duty of confidentiality covers all information of a confidential nature that has been made available to the Contractor by the Client and the results obtained by processing that information. This duty of confidentiality does not apply insofar as statutory or professional regulations, including but not limited to the reporting obligation under the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wwft) and other national or international regulations of a similar purpose, impose an information obligation on the Contractor, or insofar as the Client has released the Contractor from the duty of confidentiality. This provision also does not prevent confidential internal consultation or quality review within the Contractor’s organisation, insofar as the Contractor considers this necessary for a careful performance of the Agreement or for careful compliance with statutory or professional obligations.
The Contractor is entitled to use numerical outcomes obtained after processing, provided that these outcomes cannot be traced back to individual Clients, for statistical or comparative purposes.
The Contractor is not entitled to use the information made available by the Client for any purpose other than that for which it was obtained, except as provided in paragraph 2 and in cases where the Contractor acts for itself, or persons working for/at or connected with the Contractor act for themselves, in disciplinary, civil, administrative or criminal proceedings in which such documents may be relevant. If the Contractor is accused of having committed or participated in an offence or crime, it is entitled to disclose the Client’s Documents to the Tax Inspector or to the court if disclosure is necessary in the context of the Contractor’s defence.
Except with the Contractor’s express prior written consent, the Client is not permitted to disclose or otherwise make available to third parties the content of engagement letters, reports, advice, opinions or other, whether or not written, communications from the Contractor, except insofar as this directly follows from the Agreement, is done for the purpose of obtaining a professional opinion on the Services of the Contractor, the Client is under a statutory or professional duty of disclosure, or the Client acts for itself in disciplinary, civil or criminal proceedings.
The Contractor and the Client shall impose their obligations under this article on the third parties they engage.
The Contractor is entitled to mention the Client’s name and to broadly describe the Services performed for (potential) clients as an indication of our experience.

G. Intellectual property
The Contractor reserves all rights with respect to intellectual products which it uses or has used in the context of performing the Agreement with the Client, insofar as rights may exist or be established in a legal sense in respect of such products.
The Client is expressly prohibited from providing, reproducing, publishing or exploiting such products, including but not limited to computer programs, system designs, methods, advice, (model) contracts and other intellectual products, in the broadest sense, to third parties, whether or not with the involvement of third parties.
The Client is not permitted to provide (tools of) such products to third parties, other than for the purpose of obtaining a professional opinion on the Services of the Contractor. In that case the Client shall impose its obligations under this article on the third parties it engages.

H. Force majeure
If the Contractor is unable to fulfil its obligations under the Agreement, or is unable to do so on time or properly, as a result of a cause not attributable to it, including but not limited to illness of employees, malfunctions in the computer network and other stagnation in the normal course of business within its enterprise, those obligations are suspended until the moment the Contractor is again able to perform them in the agreed manner.
The Client has the right, if the situation referred to in the first paragraph occurs and has lasted at least three months, to terminate the Agreement wholly or partially in writing with immediate effect, without any right to compensation.

I. Fee
The Contractor has the right, before commencing the Services and in the meantime, to suspend the performance of its Services until the Client has paid an advance for the Services to be performed, to be reasonably determined by the Contractor, or has provided security for that purpose. An advance paid by the Client will in principle be settled with the final invoice.
The Contractor’s fee is not dependent on the outcome of the Services performed.
The Contractor’s fee may consist of a pre-agreed fixed amount per Agreement and/or may be calculated on the basis of rates per time unit worked by the Contractor, and is due as the Contractor has performed Services for the benefit of the Client.
If a fixed amount per Agreement has been agreed, the Contractor is entitled to additionally charge a rate per time unit worked if and insofar as the Services exceed the Services provided for in the Agreement, which the Client is then also due.
If, after the conclusion of the Agreement but before the assignment has been fully performed, wages and/or prices change, the Contractor is entitled to adjust the agreed rate accordingly, unless the Client and the Contractor have made different arrangements on this matter.
The Contractor’s fee, where necessary increased by disbursements and invoices of third parties engaged, is charged periodically, including any VAT due, unless the parties have expressly agreed otherwise.

J. Payment
Payment of the invoice amount by the Client must be made within the agreed terms, but in any event no later than 30 days after the invoice date, in euros, by transfer to a bank account designated by the Contractor and, insofar as payment relates to Services, without any right to discount or set-off.
If the Client has not paid within the term referred to in paragraph 1, or within any further agreed term, the Client is in default by operation of law and the Contractor, without the need for further demand or notice of default, has the right to charge statutory (commercial) interest on the invoiced amount as from the due date until the date of full payment, without prejudice to the Contractor’s other rights.
All costs incurred as a result of judicial or extrajudicial collection of the claim are borne by the Client, also insofar as these costs exceed any court order to pay costs. Extrajudicial collection costs are set at at least 15% of the amount to be claimed, with a minimum of € 250.
If, in the Contractor’s opinion, the Client’s financial position or payment behaviour gives cause to do so, the Contractor is entitled to require the Client to provide (additional) security in a form to be determined by the Contractor and/or to pay an advance. If the Client fails to provide the required security or to pay the requested advance, the Contractor is entitled, without prejudice to its other rights, to immediately suspend further performance of the Agreement and everything the Client owes the Contractor, on any ground whatsoever, becomes immediately due and payable.
In the event of a joint assignment, the Clients, insofar as the Services have been performed for the benefit of the joint Clients, are jointly and severally liable for payment of the invoice amount and any interest due.

K. Complaints
Complaints regarding the Services performed and/or the issued invoice must be notified to the Contractor in writing within 30 days after the dispatch date of the documents and/or the invoice or the information about which the Client complains, or within 30 days after the Client discovers the defect, if the Client demonstrates that he could not reasonably have discovered the defect earlier.
Complaints as referred to in the first paragraph do not suspend the Client’s payment obligation, except insofar as the Contractor has indicated that it considers the complaint to be well-founded. Under no circumstances is the Client entitled, on the basis of a complaint relating to a specific service, to postpone or refuse payment for other Services provided by the Contractor to which the complaint does not relate.
In the case of a justified complaint, the Contractor has the choice between adjusting the fee charged, improving or re-performing the rejected Services free of charge, or wholly or partially not (or no longer) performing the assignment in return for a proportional refund of the fee already paid by the Client.
If the complaint is not submitted within the period referred to in article K.1, all rights of the Client in connection with the complaint lapse.

L. Liability and indemnification
The Contractor is only liable to the Client for damage that is the direct result of an attributable failure (or series of related attributable failures) in the performance of the Agreement. This liability is limited to the amount paid out in the relevant case under the Contractor’s professional liability insurance, increased by the amount of any deductible borne by the Contractor under that insurance. If, for any reason, the liability insurer does not proceed to pay out, the Contractor’s liability is limited to three times the amount of the fee charged for the specific Services under the Agreement in which the cause of the damage lies. If the Agreement has a longer duration than one year, the amount referred to above is set at three times the fee charged in the twelve months preceding the occurrence of the damage for the specific Services under the Agreement in which the cause of the damage lies. In no case will the total compensation for damage on the basis of this article exceed € 300,000 per event, where a series of related events is considered as one (1) event, unless the parties – in view of the scope of the assignment or the risks associated with the assignment – have reason, when entering into the Agreement, to deviate from this maximum.
The Contractor is not liable for:
– damage suffered by the Client or third parties resulting from the provision of incorrect or incomplete data or information by the Client or third parties to the Contractor, or otherwise resulting from an act or omission of the Client;
– damage suffered by the Client or third parties resulting from an act or omission of auxiliary persons engaged by the Contractor (not including employees of the Contractor), even if these auxiliary persons are working at an organisation associated with the Contractor;
– business, indirect or consequential damage suffered by the Client or third parties, including but not limited to stagnation in the normal course of business in the Client’s enterprise.
The Contractor is at all times entitled, if and insofar as possible, to repair or limit the Client’s damage by rectifying or improving the defective product.
The Contractor is not liable for damage to or loss of Documents during transport or during postal dispatch, irrespective of whether such transport or dispatch is carried out by or on behalf of the Client, the Contractor or third parties. The Client and the Contractor may communicate with each other by e-mail and the internet. However, the use of e-mail and the internet involves risks, such as (but not limited to) distortion, delay, interception, manipulation and viruses. The Contractor is not liable for damage that may result from the use of e-mail and/or the internet. In case of doubt about the content or dispatch of e-mail, the data extracts from the Contractor’s computer systems shall be decisive.
The Client indemnifies the Contractor against all claims by third parties, including but not limited to shareholders, directors, supervisory directors and staff of the Client, as well as affiliated legal entities and enterprises and others involved in the Client’s organisation, which are directly or indirectly related to the performance of the Agreement. In particular, the Client indemnifies the Contractor against claims by third parties for damage caused by the Client providing incorrect or incomplete information to the Contractor, unless the Client demonstrates that the damage is not related to culpable acts or omissions on its part, or is caused by intent or wilful recklessness on the part of the Contractor. The foregoing does not apply to assignments to audit financial statements as referred to in article 393 Book 2 of the Dutch Civil Code.
The Client indemnifies the Contractor against all possible claims by third parties in the event that the Contractor is compelled, by virtue of the law and/or its professional rules, to return the assignment and/or is compelled to cooperate with public authorities which are authorised, whether or not upon request, to receive information which the Contractor has obtained in the performance of the assignment from the Client or third parties.

M. Limitation period
Unless otherwise provided in these general terms and conditions, any rights of claim and other powers of the Client against the Contractor, on any ground whatsoever, in connection with the performance of Services by the Contractor, lapse in any case one year after the moment the Client became aware or could reasonably have become aware of the existence of these rights and powers.

N. Termination
The Client and the Contractor may at any time terminate the Agreement in writing with due observance of a reasonable notice period.
If and insofar as the Contractor terminates the Agreement, it is obliged to inform the Client of the reasons for termination and to do whatever the circumstances require in the Client’s interest.
In the event of early termination, the Client retains the right to payment of the fee for the Services performed up to that point. Insofar as the transfer of the Services to third parties entails additional costs for the Contractor, the Contractor is entitled to compensation of these additional costs by the Client.

O. Right of suspension
The Contractor is entitled to suspend the fulfilment of all its obligations, including the handing over of Documents or other items to the Client or third parties, until all due and payable claims against the Client have been fully paid. The Contractor may only refuse to hand over Documents after a careful balancing of interests.

P. Applicable law and choice of forum
All Agreements between the Client and the Contractor to which these general terms and conditions apply are governed by Dutch law.
All disputes related to Agreements between the Client and the Contractor to which these general terms and conditions apply shall be settled by the competent court in the district in which the Contractor has its registered office.
In departure from the provisions in paragraph 2, the Client and the Contractor may choose another form of dispute resolution.