GENERAL TERMS AND CONDITIONS, applying to all services rendered by, or on behalf of CORP.
1. CORP. is a partnership (maatschap), consisting of professional corporations (praktijkvennootschappen). A list of partners will be provided upon request.
2. Assignments awarded to CORP. or any of its partners or employees will be deemed to be assignments accepted and carried out by CORP. only. Articles 404 and 407(2) of Book 7 of the Dutch Civil Code shall not be applicable.
3. CORP. shall be obliged to exercise the due care that, in the given circumstances, may reasonably be expected from it with respect to the services provided by or on its behalf. Achieving the intended result is not guaranteed by CORP.
4. When carrying out an assignment, CORP. may involve one or more persons that are not, directly or indirectly, connected with CORP. Any failure of such person may be attributed to CORP. only if the client proves that CORP. did not act with due care when choosing such person.
5. The client shall allow that CORP. and the persons involved in carrying out an assignment by or on behalf of CORP. share information relating to the client and an assignment awarded by the client with other persons connected with CORP., to the extent required or useful for the purposes of client relation management.
6.1 The client shall be entitled to compensation for the damages sustained by the client that are the consequence of an event or series of connected events for which CORP. is liable by law:
a. in the event CORP. has any insurance coverage for such damages, up to an amount equal to the insurance payment to be received by CORP. plus the excess payable by CORP. under such insurance;
b. in the event CORP. does not have insurance coverage for such damages, up to an amount equal to the fees CORP. invoiced to the client and which the client paid with respect to the relevant assignment in the year in which the event took place.
6.2 Without prejudice to the provisions set forth in Article 89 of Book 6 of the Dutch Civil Code, the right to compensation for damages shall at any rate terminate twelve months after the occurrence of the event that caused, whether directly or indirectly, the damages for which CORP. is liable.
6.3 In the event that one or more third parties should claim from CORP. compensation for damages they sustained in connection with services provided by or on behalf of CORP. to the client, the latter shall indemnify CORP. against such claim or claims and additional costs, insofar as CORP. should have to pay to the third party or parties compensation in excess of the compensation CORP. would have had to pay to the client if the client had claimed compensation from CORP. for the damages sustained by such third party or parties.
7. The General Terms and Conditions may also be invoked by those natural persons or legal entities that are involved, whether directly or indirectly, in any manner whatsoever in respect of the services provided by or on behalf of CORP.
8. The General Terms and Conditions shall also be applicable to any supplementary or follow-up assignments.
9. The relation between CORP. and the client, as well as those who make use of its services, shall be governed entirely by the law of the Netherlands. Disputes shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.
10. These general conditions are drawn up in Dutch and in English. The Dutch text is binding.
Deposited with Registry of the Amsterdam District Court, on January 23, 2006 (number 15/2006).