General Terms & Conditions PURIVE

General Terms & Conditions PURIVE B.V., Chamber of Commerce Eindhoven number 52853578

I. GENERAL PROVISIONS
1. Applicability
1.1 The present general conditions shall apply to all offers of the private
company with limited liability under Dutch law PURIVE B.V. or one of
its operating companies, and to all agreements that will be concluded
by PURIVE B.V. or one of its operating companies with the other
party. Hereinafter in the present general conditions, PURIVE B.V. or
the relevant operating company will be referred to as: “the supplier”.
The other party will hereinafter be referred to as: “the principal”.
1.2 The present general conditions consist of the section called general
provisions and the section called special provisions, consisting of the
following chapters:
II. Conditions for consultancy, secondment and projects
III. Conditions for training courses, workshops and
assessments
1.3 In case of any conflict between any provision of these
general provisions and any special provision, the special provision shall
prevail. In case of any conflict between any provision of the present
general conditions and any provision of an agreement specifically
concluded between the parties, at all times the more specific provision
incorporated in the relevant agreement shall prevail.
1.4 Deviations from the present general conditions shall only be valid in so
far as agreed in writing between the principal and the supplier.
1.5 The applicability of any general conditions of the principal is herewith
excluded, unless they have expressly been accepted by the supplier in
writing.
2. Coming about of agreements
2.1 Agreements between the principal and the supplier shall come about by
the principal accepting an offer issued by the supplier or an offer made
in any other way.
2.2 The principal may derive no rights from an agreement with the supplier,
however, before he has signed a written agreement with the supplier.
2.3 Unless stated otherwise in the offer, offers of the supplier shall always
be valid during 14 days after their date.
2.4 The provisions set forth in paragraph 2 of this clause shall not prejudice
any claims of the supplier for damages because of discontinuation of
negotiations by the principal.
3. Implementation of the agreement
3.1 The supplier shall exert his best efforts to carry out the commission as
carefully as possible and independently, all this in so far as possible and
with due observance of the provisions set forth in the following
paragraphs of this clause.
3.2 For the purposes hereof, the term commission shall mean the activities
to be performed, the services to be rendered, or the goods to be
delivered by the supplier for or to the principal on the basis of the
agreement.
3.3 The principal shall, whether or not at the request of the supplier, provide
the supplier with all data, documents and records that are necessary in
connection with the implementation of the commission.
3.4 The principal shall guarantee the correctness, the completeness and
the reliability of all data, documents and records made available to the
supplier. This provision shall also apply if the aforesaid data, documents
and records originate from third parties. The supplier shall accept no
liability with regard to the correctness, completeness and reliability of
the aforesaid data.
3.5 The principal shall be held to inform the supplier forthwith of facts and
circumstances that may be relevant for the implementation of the
agreement.
4. Periods for performance
4.1 Agreed periods for performing services, as well as for delivery of items
and goods or the installation thereof, shall never be strict deadlines. If
the supplier fails within the agreed period to render the relevant services
or to deliver or install the products, he shall not be in default by that
mere fact. The supplier shall not be in default until the principal has
placed the supplier in default by means of a registered letter with due
observance of notification period of at least 14 days.
5. Calling in the assistance of third parties
5.1 If in the implementation of the activities by the supplier it is necessary to
call in the assistance of third parties who have not expressly been
included in the agreement in advance, the supplier shall, in so far as
reasonably possible, consult with the principal about that in advance.
5.2 The principal shall himself be held to reimburse the expenses of these
third parties. In so far as possible, the supplier shall see to it that the
invoices of these third parties will be sent directly to the principal.
5.3 The supplier shall in no manner or way be liable for any failure in the
performance of these third parties.
6. Rates
6.1 The supplier shall charge the principal a rate based on an hourly wage
or a fixed amount for the services to be rendered or the goods to be
delivered. This shall be set forth in writing. The supplier shall have the
right, however, after written notification of the principal, to adapt his
rates. In addition to the agreed rate, also the costs incurred by the
supplier for the implementation of the commission shall be eligible for
compensation.
6.2 Unless agreed otherwise, the applying rates of the supplier shall always
be exclusive of turnover tax (VAT).

6.3 The supplier shall at all times have the right to adapt the period within
which and the duration of the period in respect of which he charges his
activities. Furthermore the supplier shall have the right to charge an
advance to the principal. The aforesaid advance shall serve as a
deposit for the further setoff against any amount that may eventually be
due to the supplier by the principal. If the scope of the activities of the
supplier gives rise to that, the supplier shall have the right to charge to
the principal an additional advance.
6.4 Hours or days on which no activities can be carried out due to causes
that lie in the organisation of the principal or that are otherwise
attributable to the principal, shall be charged to the principal as if it were
worked hours.
6.5 The rate shall be based on a working day from 9:00 a.m. to 17:30 p.m. (including 30 min lunch break) for activities performed within the Netherlands. The rate for work that is carried out in commission of the principal outside the aforementioned
hours and/or outside the Netherlands shall be increased with a
surcharge that has been agreed in writing in advance.
6.6 If the supplier due to any failure to provide complete, sound and clear
data or materials in time or at all, or due to a modified or incorrect
commission, is forced to perform more or other activities, these
activities shall be charged separately, on the basis of further agreed
rates or on the basis of the usual rates applied by the supplier.
6.7 If the rate has in any manner or way been made dependent on facts or
circumstances that have to become clear from the administration of the
principal, the supplier shall, after a statement of the principal, have the
right to have the administration of the principal checked by a certified
public accountant. If from that check it appears that the statement of the
principal does not correspond with the actual course of affairs, the costs
of the aforesaid check shall be for the charge of the principal, without
the supplier losing any rights.
7. Payment
7.1 Payment by the principal shall at all times take place within 14 days
after the invoice date.
7.2 Any possibility of the principal to set off any invoice amounts due to the
supplier against claims he thinks to have on the supplier, is excluded by
the parties. The right of the principal to suspend payment of any
amount due by him to the supplier is also excluded.
7.3 In case of any untimely payment, the principal shall be due to the
supplier a contractual interest of 1% per month or part of a month on all
amounts still due, with a minimum of EUR 250 (two hundred and fifty
Euros).
7.4 If the principal in spite of repeated reminders continues to be in default
with any payment and the supplier for that reason has to hand over the
claim for collection to a debt-collection agency, the principal shall be
due extra-judicial costs of collection equal to 15% of the amounts still
due.
7.5 If the principal after he has defaulted makes any payment to the
supplier, the relevant payment shall first be deducted from any
extra-judicial costs of collection due, then from the contractual interest
that is due to the principal and finally from the principal sum due.
7.6 If the principal for longer than 1 month is in default with paying
outstanding invoices, the supplier shall have the right to suspend all
activities he or his associated operating companies perform for the
principal.
8. Complaints
8.1 Complaints with regard to the activities performed by the supplier and/or
the invoice amount will have to be submitted to the supplier in writing
within 30 days after the performed activities, or after the sending date of
the invoice, documents or information about which the principal
complains, or within 30 days after the discovery of the defect if the
principal demonstrates that he reasonably could not have detected or
discovered the defect earlier.
8.2 Complaints as referred to in the first paragraph shall not suspend the
payment obligation of the principal.
8.3 In case of a justified complaint (this at the discretion of the supplier) the
supplier shall have the choice between adapting the charged invoices,
free of charge improving or performing again the disapproved activities,
or not or no longer performing the commission in full or in part against a
proportional refund of the already paid invoices.
9. Reservation of ownership
9.1 The supplier reserves the ownership of all goods that he within the
framework of an agreement with the principal delivers to the principal,
until the principal has fully performed all of his financial obligations
towards the supplier under the relevant agreement and under any
earlier and later agreements with the supplier. Likewise the supplier
shall continue to be the party entitled with regard to all immaterial goods
he has to hand over to the principal within the framework of any
agreement as long as the principal has not performed all of his
obligations under the relevant agreement and any earlier and later
agreements with the supplier.
9.2 If the supplier within the framework of any agreement with the principal
has to transfer any copyrights or other intellectual property rights to the
principal, these rights shall continue to be reserved to the supplier until
the principal has performed all obligations under the agreement and
under any earlier and later agreements with the supplier.
9.3 The principal shall, if he at any time fails in the performance of any
obligation towards the supplier under any agreement with the principal,
be held to make available to the supplier all items and immaterial goods
on which a reservation of ownership of the supplier rests. The principal
herewith already now for then authorises the supplier to access and
enter the commercial spaces and premises of the principal in order to
(have others) take away any items and immaterial goods on which a
reservation of ownership of the supplier rests.

10. Intellectual property rights and other ownership rights
10.1 Unless agreed otherwise, all intellectual property rights arising from the
commission – including the patent right, the trade mark right, the
drawing right and the model right, the copyright and the portrait right –
shall accrue to the supplier. If such a right can be only obtained by an
application for registration or by a registration, exclusively the supplier
shall be authorised to do so.
10.2 Unless agreed otherwise, the commission shall not include carrying out
an investigation into the existence of the patent right, the trade mark
right, the drawing right, the model right, the copyright and the portrait
right of third parties. The same shall apply to any investigation into the
possibility of such forms of protection for the principal.
10.3 Unless the work is not suited for that, the supplier shall at all times have
the right to state or remove his name on or with the work, and the
principal shall without preceding permission not be permitted to make
the work public or to multiply it without stating the name of the supplier.
10.4 Unless agreed otherwise, that which has been achieved within the
framework of the commission by the supplier (such as the ideas, the
documents, the models, the prototypes and the designs), shall remain
the property of the supplier, irrespective of whether these have been
handed over to the principal or to third parties.
10.5 At the request of the supplier the principal shall grant a right of pledge to
the supplier on all goods that within the framework of the performance
of the agreement with the supplier are or have been handed over in the
possession of the principal by the supplier, this by way of further
security of all that which the principal may be due to the supplier in any
capacity and for any reason, including debts that are not payable on
demand.
11. Liability/Indemnification
11.1 The total liability of the supplier because of any imputable failure in the
performance of the agreement shall be limited to compensation of direct
damage up to at most the amount of the price stipulated for that
agreement (excluding VAT). If the agreement is mainly a continuing
performance agreement with a term of more than one year, the price
stipulated for that agreement shall be set at the total of the
compensations (excluding VAT) stipulated for one year. Under no
circumstances the total compensation for direct damage shall amount
to more than EUR 500,000.00 (five hundred thousand Euros), however.
Direct damage shall exclusively include:
a. reasonable costs that the principal would have to incur in
order to let the performance of the supplier meet the
agreement; this replacement damage is not
compensated, however, if the agreement is dissolved by
or on demand of the principal;
b. reasonable costs incurred for determining the cause and
the scope of the damage, in so far as the determination
relates to direct damage as referred to in these general
conditions;
c. reasonable costs incurred for preventing or restricting
damage, in so far as the principal demonstrates that
these costs have led to a restriction of any direct damage
as referred to in these general conditions.
11.2 Liability of the supplier for indirect damage, consequential damage, loss
of profits, missed savings, reduced goodwill, damage caused by
interruptions of operations, damage resulting from claims of customers
of the principal, distortion or loss of data, damage connected with the
use of materials or software of third parties prescribed by the principal
to the supplier, damage connected with calling in the assistance of third
parties prescribed by the principal to the supplier, and all other forms of
damage mentioned in clause 11.1 and clause 11.2, due to any cause,
shall be excluded.
11.3 The restrictions mentioned in clause 11.1 and clause 11.2 shall expire if
and in so far as the damage is the consequence of intent or gross
negligence of the supplier.
11.4 The liability of the supplier because of any imputable failure in the
performance of an agreement shall in all cases only arise if the principal
forthwith and properly places the supplier in default in writing, in which a
reasonable period is set to remedy the failure in the performance, and
the supplier also after expiry of that period continues to fail in the
performance of his obligations. The notification of default must contain
an as complete and detailed description of the failure in the
performance as possible, so that the supplier will be able to respond
adequately.
11.5 A condition for the creation of any entitlement or right to damages shall
always be that the principal reports the damage as soon as possible
after the creation thereof in writing to the supplier. Any claim for
damages against the supplier shall expire by the mere lapse of 12
months after the creation of the claim.
11.6 The principal shall indemnify the supplier from and against all claims of
third parties in connection with (the implementation of) any agreement
that the parties have concluded with each other.
11.7 The provisions set forth in this clause shall also apply in favour of all
(legal) persons called in by the supplier in the implementation of the
agreement.
12. Cancellation and termination
12.1 The supplier shall have the right to cancel the agreement with the
principal with immediate effect if the principal is bankrupt, if a
suspension of payments has been granted to the principal, or if the
principal has discontinued his business operations. The supplier shall
never be held to pay any damages because of this cancellation.
12.2 As a result of the cancellation the claim of the supplier on the principal
shall become immediately due and payable. The principal shall
furthermore be liable for the damage suffered by the supplier, inter alia
consisting of loss of turnover in the remaining term of the agreement.
12.3 If the principal wishes to terminate the agreement in the interim
whereas this was not agreed, or if the principal demands that the
supplier suspends his provision of services because of factors that do
not regard the nature of the performance of the supplier, the principal
shall be due a compensation to the supplier which may inter alia consist
of a compensation for the loss of turnover of the supplier during the
remaining term of the agreement. The supplier furthermore reserves the
right in that case to claim compensation of the actual loss or damage
incurred by him.

13. Force majeure
13.1 Without prejudice to article 6:75 of the Netherlands civil code, force
majeure shall include any circumstance that prevents the performance
of the obligation and that reasonably cannot be attributed to the
supplier.
13.2 The supplier who expects that he will fail in the performance because of
force majeure shall notify this expectation to the principal in writing
forthwith.
13.3 If the supplier due to force majeure cannot perform the agreement, he
may without any obligation to pay damages and without prejudice to his
further rights, suspend the agreement or dissolve it without interference
of the courts.
13.4 If the supplier at the commencement of the force majeure has already
partially performed his obligations, or can only partially perform his
obligations, he shall have the right separately to invoice the already
carried out part or the part that can be carried out, and the principal
shall be held to pay this invoice as if it regarded a separate contract.
14. Confidentiality
14.1 The parties shall be held to keep secret all confidential information they
have obtained within the framework of the agreement from each other
or from any other source. Information shall be qualified as confidential if
the confidentiality has been stated by the other party, or if this arises
from the nature of the information. This obligation applies both during
the term of the agreement and after the termination thereof.
14.2 The party who receives confidential data shall only use it for the
purposes for which it was provided.
14.3 At the termination of a commission the parties shall be held forthwith to
return all information obtained on account of that commission, including
written documents, database files and business assets, to the original
owner.
15. Taking over staff
15.1 The principal obliges himself during the term of the agreement as well
as during a period of one year after the end of the agreement to
maintain no direct or indirect labour or service provision relationship
with employees of the supplier nor with third parties called in by the
supplier within the framework of the present agreement, save after
having obtained the prior written permission of the supplier and after
payment of a compensation to be agreed upon further.
16. Penalty clause
16.1 In case of any breach of clause 14 and clause 15, the principal shall be
due to the supplier an immediately due and payable fine of EUR 5,000
(five thousand Euros) per day and, if applicable, per employee, that the
breach continues.
17. Governing law and competent court
17.1 All agreements between the principal and the supplier shall always be
governed by Dutch law. Any disputes arising from or connected with the
commission/agreement to which the present general conditions apply,
as well as disputes regarding the present general conditions shall
exclusively be submitted for settlement to the competent court in
‘s-Hertogenbosch, the Netherlands.
18. Miscellaneous
18.1 The principal shall not be permitted to transfer any right from an
agreement concluded with the supplier to third parties, otherwise than
at a transfer of his entire enterprise.

II. CONDITIONS FOR CONSULTANCY, SECONDMENT AND
PROJECTS
The provisions contained in this chapter “Conditions for consultancy,
secondment and projects” shall apply in addition to the general
provisions of the present general conditions (I) if the supplier provides
services in the form of consultancy, secondment, lending employees,
interim management, freelancers or any other form of activity in which
staff members, employees, freelancers or interim managers (hereinafter
hereinafter all referred to as: “employees”) of operating companies of
PURIVE or employees hired by those operating companies who are
used for or in principals. These provisions shall not prejudice the
provisions incorporated in the agreement regarding specific services. In
case of conflict with any provision of the general provisions, the special
provision of the present conditions shall prevail.
1. Implementation
1.1 The supplier has the obligation to perform the agreed activities to the
best of his knowledge and ability, with the assistance of expert and
skilled employees, but he shall have no obligation to guarantee the
result of the agreed activities, unless expressly agreed in writing.
1.2 If the present special provisions contain stipulations on behalf of
employees of the supplier, these shall also apply to third parties called
in by the supplier. The supplier reserves the right, if he considers this
necessary and under his responsibility, to have third parties carry out
the commission in full or in part. Clause 5 of the general provisions (I)
shall be applicable mutatis mutandis.
1.3 If the provision of services will take place in contractual phases, the
supplier may suspend the commencement of the services that belong
to a next phase until the principal has approved the results of the
preceding phase in writing.
1.4 The supplier shall inform the principal as soon as possible if a change
of or supplement to the agreement agreed between the parties affects
the time of completion of the provision of the services. If in the

agreement a fixed price has been agreed for the service, the supplier
shall inform the principal in advance, if the change of or supplement to
the agreement to be agreed further has as its result that the agreed
price will be exceeded.
2. Selection
2.1 The supplier shall select the employee on the basis of the capacities
and skills of the employee on the one side, and on the basis of the
information provided by the principal to the supplier regarding the
activities to be instructed on the other side.
2.2 If the employee does not meet the expectations of the principal, the
principal shall be held, while stating well-founded reasons, to notify the
supplier thereof within 5 working days after the commencement of the
activities. After this period the supplier shall no longer be liable if the
employee mo longer meets the expectations of the principal.
2.3 If the principal has selected the employee, the supplier shall not be
liable if the employee does not meet the expectations of the principal.
3. Replacement
3.1 The employee mentioned in the agreement shall perform the activities
for the principal personally. Unless agreed otherwise, the supplier shall
have the right to replace a replaceable employee by another equivalent
employee.
3.2 If during the implementation of the activities it appears that for a proper
implementation a higher qualified employee is required, the supplier
shall have the right, after consultation with the principal, to call in the
assistance of a higher qualified employee against the rate applying for
that position.
4. Good commissioning practice
4.1 The principal shall towards the employee behave in the same careful
manner as he is held to do towards his own employees.
4.2 The principal may only use the employee in deviation from that which
has been provided in the commission and in the present general
conditions if the supplier has expressly agreed with that in writing in
advance. The aforesaid agreement may be made subject to conditions.
4.3 The principal shall not be permitted to let the employee do work outside
the Netherlands without the prior express written consent of the
supplier. For obtaining this consent the principal shall in any case notify
the supplier of the country, the place and the nature of the activities and
the estimated duration of the stay abroad.
4.4 If the employee performs activities at the office of the principal or at
another location to be determined in mutual consultation, the principal
shall enable the employee to perform his activities properly by providing
the employee free of charge with adequate space and facilities, this in
accordance with the legislation concerning working conditions.
5. Composition of project team and collaboration of the principal
5.1 The supplier shall have the right, after consultation with the principal, to
change the composition of the project team if he is of the opinion that
this is necessary or advisable for the implementation of the commission.
The aforesaid change must not reduce the expertise of the project
team, nor adversely affect the continuity of the implementation of the
commission.
5.2 If the principal for well-founded reasons desires a modification of the
project team because he is of the opinion that this is in the interest of a
proper implementation of the commission, the supplier shall meet the
request, without prejudice to the provisions set forth in clause 6.2.
5.3 Modifications in the composition of the project team at the request of
the supplier must not lead to an excess of the agreed amount or
estimated or agreed maximum established for the commission.
5.4 The principal shall be held to appoint a representative who shall for a
proper implementation of the activities maintain the contacts with the
representative designated by the supplier.
5.5 The principal shall both at the commencement of the activities and
during the progress thereof and without costs for the supplier render full
collaboration to the implementation of the agreement. The principal
shall at all times provide the supplier in a timely manner with all data
and information deemed useful and necessary, and shall make them
available to the supplier, in order to enable the supplier to carry out the
activities properly.
5.6 The principal shall be responsible for the use and a proper application
in his organisation of the services to be rendered by the supplier as for
the appliances to be used in that, of whatever nature, and for the safety
and security thereof.
5.7 If the principal (contractually) makes equipment, materials or data on
information carriers available, these will have to meet the specifications
that are necessary for the activities. If the supplier cannot in a timely
manner or in accordance with that which has been agreed dispose of
the aforesaid equipment, materials and data that in his opinion are
necessary for the activities, or if the principal otherwise fails to perform
his obligations, this may lead to a suspension of the implementation of
the agreement to which the provisions set forth in clause 6.4 of the
general provisions (I) shall apply.
6. Obstructions in the implementation of the commission
6.1 If during the implementation of the commission it appears that
circumstances obstruct or threaten to obstruct a proper implementation,
or if with one of the parties serious doubts arise with respect to the
reasonably to be expected qualitative result within the agreed fee and
run-through time, the relevant party shall be held to notify the other
party thereof in writing forthwith.
6.2 If the provisions set forth in clause 6.1 apply, consultation shall take
place between the principal and the supplier. If the result of the
consultation implies modifications in the original agreement, these will
have to be confirmed by both parties in writing.
7. Subsequent commission
7.1 If from the agreement a subsequent commission arises, the principal
shall grant it to the supplier under terms and conditions and against
compensations to be agreed as then, unless expressly agreed

otherwise in writing.
8. Working hours and overtime
8.1 The working hours/working days of the employees used by the supplier
shall be determined in mutual consultation between the supplier and the
principal, and the supplier shall in so far as possible take into account
the arrangements made at the principal.
8.2 Unless agreed otherwise in writing, the rate shall be based on workable
hours per day. The days that the employee is present or works at or for
the principal shall be charged per hour.
8.3 Hours or days on which the employee cannot carry out any activities
due to causes in the organisation of the principal or that may otherwise
be attributed to the principal, shall be charged to the principal as worked
hours.
8.4 All costs that regard worked overtime and extra work by an employee
shall be for the charge of the principal. There shall be overtime if
activities are performed above the number of hours set in the
agreement. If the number of hours has not been agreed, there shall be
overtime if activities are performed above the working hours per day,
per week or per month that are usual in the relevant sector.
8.5 For overtime and work on Saturdays, Sundays and official holidays a
surcharge on the agreed rate shall be due to the supplier. The
surcharges shall be charged by the supplier on the basis of the
arrangement as it applies at the principal, or on the basis of a rate
agreed between the parties.
8.6 The principal shall indemnify the supplier from and against any
violations of the rules and regulations applying to the working times at
the location of the principal.
9. Holidays and leave
9.1 The employee shall during this agreement be entitled to vacation days
and leave hours. Vacation days and leave hours shall be taken in
mutual consultation between the employee and the principal, as much
as possible in accordance with the arrangements that are usual at the
principal. Registration of vacation days and leave hours shall be done
by and at the supplier.
10. Force majeure
10.1 Without prejudice to article 6:75 of the Netherlands civil code, force
majeure shall be any circumstance that prevents the performance of the
obligation and that reasonably cannot be attributed to the supplier.
Circumstances that may cause force majeure inter alia are conflicts of
interest, incapacity for work or death of an irreplaceable employee and
a general shortage of goods or services that are required for the agreed
performance.
10.2 If the supplier expects he will fail in the performance due to force
majeure, he shall be held to notify the principal of this expectation in
writing forthwith.
10.3 If the supplier due to force majeure cannot perform the agreement, he
may without any obligation to pay damages and without prejudice to
any further rights accruing to him, suspend the agreement or dissolve
the agreement without interference of the courts.
10.4 If the supplier at the commencement of the force majeure has already
partially performed his obligations, or can only partially perform his
obligations, he shall have the right to invoice the part that has already
been or that can be performed separately, and the principal shall be
held to pay this invoice as if it regarded a separate contract.
10.5 In case of impediment of the employee due to sickness, an accident or
otherwise, the supplier shall notify the principal thereof forthwith. In so
far as the nature of the activities that are to be performed allow the
same, the supplier shall within a reasonable period see to it that the
employee is replaced.

III. CONDITIONS FOR TRAINING COURSES, WORKSHOPS AND
ASSESSMENTS
The provisions set forth in this chapter “Conditions for training courses,
workshops and assessments” shall apply beside the general provisions
of the present general conditions (I) if the supplier grants services in the
form of training courses, workshops and assessments or other
meetings for which staff members, employees, freelancers or interim
managers (hereafter all referred to as: “employees”) of operating
companies of PURIVE or employees hired by such operating
companies are used. These provisions shall not prejudice the provisions
incorporated in the agreement regarding specific services. In case of
conflict with any provision of the general provisions, the special
provision of the present conditions shall prevail.
General
1. Definitions
1.1 Participant: the natural person who has registered himself or who
others have registered for an activity, and who actually takes part in the
activity.
1.2 Activity: the training course, workshop, assessment or any other
meeting organised by the supplier, with as objective transferring and/or
increasing and/or charting knowledge and/or skills.
1.3 Open activity: an activity in which anyone can take part who meets the
admission criteria set by the supplier, irrespective of the organisation
where this person works.
1.4 ‘In company’-activity: an activity organised for employees of one
organisation or of employees of a limited number of organisations
determined in advance. The programme of the ‘in company’-activity
shall be composed in close consultation with the principal.
1.5 Cancellation: cancellation by letter of the registered participation in the
activity at the administration of the activity.
2. Registration and confirmation open activity
2.1 The principal may register for the open activities to be provided by the
supplier by sending in the fully completed registration form per post or
per fax, by registration by telephone or by registration by
e-mail/electronic mail.

2.2 The supplier shall always confirm a registration effected in the manner
set forth in the previous paragraph in writing (per mail, fax, e-mail or
otherwise). By sending this confirmation, the agreement with regard to
participation in the relevant activity shall come about. The coming about
of the agreement may also be proven by the parties by other means,
however.
2.3 The order confirmation shall reflect (the contents of) the agreement,
subject to evidence to the contrary.
3. Agreement regarding “in company”-activity
3.1 Regarding “in company”-activity the principal shall request an offer from
the supplier.
3.2 The agreement with regard to participation to “in company”-activity shall
come about by full acceptance of the offer.
3.3 The contents of the offer shall be considered to be a reflection of the
agreement. A derogatory acceptance of the offer shall be considered to
be a rejection of the original offer and an invitation to submit a new offer.
The supplier shall not be held to draw up a new offer.
4. Prices of open activity
4.1 For registration via a registration form or by telephone, the activity
prices shall apply that are mentioned in the most recent activity
brochure issued or distributed by the supplier, irrespective of whether
the principal has knowledge thereof.
4.2 In case of registration for an activity by means of the registration form
on the basis of a mailing, the prices stated in that mailing shall apply.
4.3 In case of registration by means of filling in the form via the internet and
sending per e-mail/electronic mail, the prices as stated on the internet at
the time of the registration shall apply.
4.4 Unless stated otherwise, the activity prices shall be included in the costs
of the activity materials.
4.5 If VAT applies to an activity, the stated prices shall be exclusive of VAT,
and shall be charged including VAT.
4.6 Prices may be adapted on the basis of unforeseen circumstances.
4.7 Prices shall be adapted in case of modifications of the VAT rules and/or
the applicable VAT rates.
5. Prices of “in company”-activity
5.1 The activity price stated in the offer shall only be binding during the
validity of that offer.
5.2 The offered activity price shall include the costs for the activity
materials, unless stated otherwise.
5.3 If VAT applies to an activity, the stated prices shall be exclusive of VAT,
and shall be charged including VAT.
5.4 Prices may be adapted on the basis of unforeseen circumstances.
5.5 Prices shall be adapted in case of modifications of the VAT rules and/or
the applicable VAT rates.
6. Protection of personal data
6.1 All information and data provided by the participant shall be
incorporated in the administration of the supplier. The information and
data shall be used for a sound customer management and sound
business operations, such as registering participants, sending course
materials, the implementation of teacher coaching, and sending
information regarding activities or information related thereto.
6.2 The supplier shall not sell any personal data to third parties.
6.3 The participant shall have the right to access and rectify his own data. If
the participant does not want to receive any more information from the
supplier, this will have to be communicated in writing.
7. Intellectual property
7.1 The supplied course materials shall become the property of the
principal. The intellectual property rights with regard to the activity, the
course materials and any other documents/products with regard to the
activity shall be retained by the supplier.
7.2 The participant shall not be permitted to use documents, course
materials or any other materials made available by the supplier for
another purpose than for the relevant activity, or to make them available
to others or to alienate them, whether or not for a consideration.
8. Identification
8.1 The participant shall be held during his following the open activity to
have the certificate of registration with him and to show the same at the
request of the teacher or coach.
9. Additional costs
9.1 Unless provided otherwise in writing, the course price shall inter alia not
include: subsistence expenses such as lunch expenses, diner
expenses and hotel expenses, costs of obligatory literature, interim
examinations and (external) examination fees, introduction costs for
excursions or external activities.
10. Replacement teacher or coach
10.1 The supplier shall at all times have the right to replace a teacher or
coach charged by him with the implementation of the agreement by
another teacher or coach.
11. Prevention of the participant
11.1 If a the participant is prevented from taking part in the course,
replacement by another participant shall be possible, provided that the
replacing participant will one week before the first day of the course at
the latest be registered at the supplier. The principal shall not be due
any extra costs for this replacement.
12. Cancellation by the supplier
12.1 The supplier shall four weeks before the planned start date at the latest
decide whether or not an open activity will be held. The supplier
reserves the right to suspend this decision until two weeks before the
planned start date at the latest.
12.2 The supplier shall be free to cancel an open activity in case of
insufficient applications. The periods of the previous paragraph shall not
apply to this. The supplier shall at all times refund the already paid
course fee.
12.3 The supplier shall be free to let an open activity take place at another
location than planned.

13. Cancellation by the principal / the participant
Cancellation arrangements of assessments, training courses,
workshops and other activities
13.1 Individual assessments
If the implementation of the commission is cancelled by the principal
before the agreed commencement date, the principal shall be due the
percentages of the agreed amount stated hereinafter:
– In case of cancellation 10 to 8 working days before the
assessment day: 50% of the agreed amount.
– In case of cancellation 7 to 4 working days before the
assessment day: 75% of the agreed amount.
– In case of cancellation as from 3 working days before
and on the assessment day itself: 100% of the agreed
amount.
In case of cancellation in connection with sickness of the participant,
half of the agreed amount shall be due.
13.2 Collective assessments
If the implementation of the commission is cancelled by the principal
before the agreed commencement date, the principal shall be due the
following percentages of the agreed amount if six or more assessments
have been planned in one month:
– In case of cancellation more than ten working days
before the commencement date: 0% of the agreed
amount.
– In case of cancellation between five and ten working
days before the commencement date: 50% of the agreed
amount.
– In case of cancellation within five working days before the
commencement date: 100% of the agreed amount.
If the implementation of the commission is cancelled by the principal
before the agreed commencement date, the principal shall be due the
following percentages of the agreed amount if less than five
assessments have been planned in one month:
– In case of cancellation more than five working days
before the commencement date: 0% of the agreed
amount.
– In case of cancellation within five working days before the
commencement date: 50% of the agreed amount.
In case of cancellation in connection with sickness of the participant,
half of the agreed amount shall be due.
13.3 Training courses, Workshops and other activities.
If the implementation of the commission, not being an open training, is
cancelled by the principal before the agreed commencement date, the
principal shall be due the following percentages of the agreed amount:
– In case of cancellation more than two calendar months
before the commencement date: 50% of the agreed
amount.
– In case of cancellation between one and two calendar
months before the commencement date: 75% of the
agreed amount.
– In case of cancellation within one calendar month before
the commencement date: 100% of the agreed amount.
14. Force majeure and right of modification
14.1 If due to force majeure it is impossible for the supplier to carry out an
activity or any part of that activity, the supplier shall provide an
equivalent activity or a replacement component of that activity. If this
appears to be impossible, the supplier reserves the right to postpone
the meeting to a date to be set further or to cancel the meeting.
Circumstances that may cause force majeure inter alia are conflicts of
interest, incapacity for work or death of an irreplaceable employee and
a general shortage of goods or services that are required for the agreed
performance.
14.2 If the entire activity is cancelled as a result of force majeure, the supplier
shall refund the paid course fee.
14.3 The supplier may, with due observance of quality, in derogation of any
preceding publication or disclosure, replace teachers, coaches,
consultants and course managers without any right arising there from
for the participant to cancel his registration.