I. General

The following definitions apply to these General Terms of Conditions:
1. Client: the party commissioning the engagement.
2. Contractor: Control.
3. Contract: the agreement under which the contractor undertakes to carry out the work for the client.

II. Scope

1. These general conditions are applicable to any legal relationships entered into by the contractor, and the client, also after termination of the legal relationship.
2. Applicability of any other general conditions that may be used by the client or which the client may refer to in any way is hereby explicitly rejected.
3. Any deviations from these conditions shall be agreed upon explicitly in writing. No rights shall be derived from such deviations in respect of any legal relationships entered into subsequently. 4. Client’s general conditions shall be effective only in respect of agreements entered into with the contractor to the extent that they are not incompatible with the present conditions. In case of doubt about the question whether such incompatibility arises, contractor’s general conditions shall prevail.

III. Offers

1. All offers are free of engagement. The agreement shall come into effect only at the time when the confirmation of the assignment signed by the client has been received back and signed by the contractor.
2. Offers are based on the information provided by the client at the time when the offer is submitted.
3. Offers shall be valid for two weeks, unless stated otherwise in the offer. For as long as the offer has not resulted in an assignment, the contractor shall reserve the right to deploy its capacity elsewhere.

IV. Performance of the assignment

1. The contractor shall make efforts to perform the services to be provided by it to the best of its knowledge and ability and in accordance with the requirements of professional expertise and on the basis of a professional and independent position.
2. Contractor shall have the right to introduce third parties, who are not employed by the contractor or have not entered into any other permanent partnership with contractor, for performing the assignment.
3. To guarantee the quality of the performance of the assignment, a member of the desk management shall be available as adviser during performance of the assignment (shadow management). 4. The client shall be obliged to lend its full cooperation to the performance of the assignment and to make anything required therefor available to the contractor. This means that on request an office with appropriate facilities is made available, that the client’s employees are available for the assignment during the period agreed upon and that any documents and information required for a proper performance of the assignment are made available for inspection.

V. Rates and charges for the assignment

1. Unless stipulated otherwise in the assignment, the charges for the assignment consist of the fee expressed as a rate and other charges: hotel and travelling expenses. The expenses actually incurred shall be charged. In case of the contractor’s own means of transport being used, a rate per kilometre travelled shall be agreed upon.
2. The contractor reserves the right to adjust the rates on which the calculation of the charges for of the assignment is based prematurely if occasioned thereto by the development of salaries and costs. The contractor shall notify the client of any adjustment to the rates in writing, observing one month’ notice.
3. Value added tax on any amounts payable by the client to the contractor shall be charged separately.
4. Amendment to the inquiry by the client may lead to the timeframe laid down in the offer or the total charges for the assignment agreed upon being changed.

VI. Invoicing and payment

1. The fee for the contractor, if required increased by advances and invoices from third parties engaged, including any value added tax payable shall be charged to the client on a weekly basis or after completion of the assignment.
2. Payment of the invoice shall be effected by the client in Euro within fourteen days from the invoice date at the office of the contractor or by means of transfer in favour of a bank account to be designated by it, without any right to discount or setoff.
3. If the client has not paid the invoice within said term or within another term agreed upon, it shall be in default by operation of the law and the contractor shall have the right, without any summons or notice of default being required, to charge the legal interest to the client from the due date up to the date of full payment, such without prejudice to any other rights of the contractor.
4. Any expenses incurred as a result of judicial or extrajudicial collection of any amount payable shall be for the account of the client. The extrajudicial expenses shall be determined at 15% minimum of the amount payable.
5. In case of an assignment granted jointly, to the extent that the activities have been conducted for the joint clients, the clients shall be severally liable for payment of the invoice amount.

VII. Duration and conclusion of the assignment

1. The duration of the assignment may be affected not only by the efforts of the contractor but also by a variety of factors, such as the quality of the information obtained by the contractor and the cooperation lent to it. Therefore, generally the contractor cannot specify the exact period required for performing the assignment in advance.
2. The assignment shall be concluded financially at the time when the final invoice has been approved by the client. Such final invoice shall be approved by the client within fourteen days from receipt thereof. If the client does not respond within said term, the final invoice shall be deemed to have been approved.

VIII. Premature termination

1. The assignment may be terminated prematurely if either party holds the view that the activities are not or cannot be performed in accordance with the confirmation of the assignment and any assignment specifications laid down in writing subsequently. In that case one month’ notice shall be observed.
2. In case of premature termination invoicing shall be effected on the basis of the status of the activities conducted by the contractor at the time of termination.
3. In the event that either party becomes bankrupt, applies for a moratorium or terminates its operations, the other party shall have the right to terminate the assignment without observing any period of notice.

IX. Force majeure

Subject to obligations imposed on it by the law in respect of divulging certain information, the contractor shall be obliged to observe secrecy to third parties who are not involved in performing the assignment. Such secrecy shall be applicable to any information of a confidential nature made available to it by the client and the results obtained by processing such information.

X. Intellectual property

1. The contractor reserves all rights in respect of intellectual products which it uses or has used in the scope of performing the agreement with the client, to the extent that rights on such products may exist or may be established in a legal sense.
2. The client is explicitly prohibited from reproducing, publishing or exploiting such products, including computer programs, practices, recommendations, (model) contracts and other intellectual products, whether or not using the services of third parties.
3. The client shall not be permitted to make aids of such products available to third parties other than for obtaining an expert opinion about the activities of the contractor.

XI. Staff transfers

1. The client shall not be permitted to enter into a contract of employment with staff of the contractor or of third parties involved in the performance of the assignment or to enter into a working or advisory relationship with them within a period of two years from the date of completion of the assignment.
2. In the event that the client rejects a proposed candidate, the client shall not be permitted to enter into a contract of employment with the candidate or to enter into a working or advisory relationship with him within a period of two years from the date of introduction.
3. In case of violation of this article, the client shall forfeit a penalty falling immediately due amounting to € 35.000, without prejudice to the right of the contractor to claim full compensation.

XII. Liability

1. The contractor is obliged to make efforts.
2. The contractor’s liability for any direct damage and/or loss suffered by the client, which are deliberately caused by the contractor, it’s employees or third parties that are under the legal responsibility of the contractor, shall be limited to the amount of the fee received by the contractor from the client for performing the assignment. In case of assignments covering a period exceeding six months, said liability shall be limited further to the amount invoiced for the last six months.
3. The contractor shall not be liable at any time for any indirect damage and/or loss, including interruption of the regular operations of the client’s company, in any way being related to or caused by a defect in the performance of the activities by the contractor.

4. The contractor shall have the right at any time, if and to the extent as possible, to rectify the damage and/or loss suffered by the client.
5. The contractor shall not be liable for documents being damaged or destroyed during transport or in the post, irrespective of whether such transport or posting is effected by or on behalf of the client, the contractor or third parties.
6. The client shall indemnify the contractor against any claims from third parties which are related, either directly or indirectly, to the performance of the agreement. The client shall indemnify the contractor against any claims from employees off the contractor which are performing an assignment, for any damage that is caused during the activities carried out for the client.

XIII. Right of suspension

The contractor shall have the right to suspend performance of its obligations, including delivery of documents or other objects to the client or third parties, up to the time when all due amounts payable by the client have been paid in full or when security has been provided therefor.

XIV. Applicable law

1. Any agreements between the client and the contractor to which these general conditions are applicable shall be governed by Dutch law.
2. Any disputes which are related to agreements between the client and the contractor to which these general conditions are applicable shall be adjudicated by the competent court in the district where the contractor is domiciled.

Utrecht, May 2007

This document is a translation. In the event of any dispute to the interpretation of any of these conditions, the official Dutch language version shall prevail. Control is the trade name of Control Finance BV (registered with the Trade Register under number 34124039). The General Terms and Conditions are filed with the Amsterdam Chamber of Commerce on May 29, 2009.