General conditions

1. General
These General Conditions shall apply to all agreements between TEN HAVE Change Management B.V., hereinafter called: TEN HAVE Change Management, on the one side and the Principals and their legal successors on the other side, in which the term “agreements” shall also include all stages preceding the actual conclusion of agreements. These General Conditions shall furthermore apply to all future offers. These General Conditions expressly exclude the applicability of any conditions of the Principals and their legal successors.

2. Basis of Offers
Offers of TEN HAVE Change Management shall be based on the information provided by the Principal. The Principal shall in that be held to the best of his knowledge to provide all information that is relevant for the intent and implementation of the commission. TEN HAVE Change Management shall exert its best efforts to carry out the consultancy services to be performed by it to the best of its ability and in accordance with the requirements of good workmanship. The aforesaid obligation resting on TEN HAVE Change Management is an obligation to perform to the best of its ability, because TEN HAVE Change Management cannot guarantee the aimed-at result.

3. Obligation of the Principal to make Information, Employees and Working Space Available
The Principal shall provide TEN HAVE Change Management within the period requested by TEN HAVE Change Management with all information that TEN HAVE Change Management requires for the proper implementation of the commission. Furthermore the Principal shall see to it that employees of its own organization who are to be involved in the implementation of the commission of TEN HAVE Change Management will be made available swiftly. At the request of TEN HAVE Change Management the Principal shall at its location make available free of charge its own working space with a telephone line and, if requested, a fax and/or datanet line.

4. Calling-in of Third Parties in the Implementation of the commission
The calling in of third parties in the implementation of the commission by the Principal or by TEN HAVE Change Management shall exclusively take place in mutual consultation and with permission of the Principal.

5. Staff

5.1 Changes in Consultancy Team
TEN HAVE Change Management shall exclusively be authorized to change the composition of the consultancy team in consultation with the Principal. The aforesaid modification may not adversely affect the quality of the consultancy services that are to be performed, nor the time-schedule of the commission. Changes of the consultancy team shall also be possible at the request of the Principal in consultation with TEN HAVE Change Management.

5.2 Recruitment/Hiring of Mutual Staff
The parties shall during the implementation of the commission as well as within 1 year after termination of the commission refrain from hiring staff of the contracting party and from negotiating with such staff, unless this takes place in close consultation with and after the written permission of the contracting parties.

6. Rates and Costs of the Commission
The offer shall in principle state whether the rates and the cost estimates based thereon also include office expenses, travel and subsistence expenses and other commission-related costs. In so far as these costs are not included, they may be calculated and charged separately after consultation with and with the approval of the Principal. Any interim changes in the costs that require TEN HAVE Change Management to adapt its rates or to adapt any of the other aforementioned expenses shall be charged to the Principal. In principle interest charges shall constitute no part of the fee, unless stated otherwise in the offer. All offered amounts shall be exclusive of VAT.

7. Payment Conditions
The fee as well as the expenses referred to in Clause 6 hereinabove that are not included in the rates shall in accordance with a schedule included in the offer be charged by means of (advance) invoices. Payment shall at the latest be made on the date specified on the invoice. After the payment due date of the invoice, the statutory interest shall be charged without any prior notification of default being required. If payment does not take place, TEN HAVE Change Management shall have the right to suspend the implementation of the commission with invocation of the so-called “uncertainty of performance by the other party” exception. If the Principal fails to make any payment or to perform any other obligation under the commission agreement, TEN HAVE Change Management shall, without prejudice to any obligation of the Principal to pay damages, have the right to dissolve the commission agreement without interference of the courts, this without prejudice to its right to claim damages.
All extra-judicial costs that TEN HAVE Change Management is held to incur in connection with the collection of the amounts that are due by the Principal to TEN HAVE Change Management shall be for the charge of the Principal. These costs shall be deemed to amount to at least 15% of the relevant invoice amount. In case the commission has been provided by more than one Principal, all Principals shall severally be liable for the performance of the obligations as these have been accepted by the Principal on the basis of the commission agreement. The name stated on the relevant invoice shall therefore not be decisive.

8. Amendment of the Agreement
The Principal accepts that the time planning of the commission may be influenced by an interim modification of the commission agreement, which in its turn may have as its effect that the activities that are to be carried out may be changed both qualitatively and quantitatively. In the event that an interim modification in the commission or implementation of the commission is created by actions of the Principal, TEN HAVE Change Management shall make the necessary adaptations if this benefits the quality of the service. In case such adaptations lead to additional work, this will be confirmed to the Principal in the form of an additional commission.
TEN HAVE Change Management shall have the right to modify the commission agreement in the interim, which means modifications in the broadest sense of the words used. Each actual modification of the agreement shall be effected after consultation with and approval of the Principal. Any additional costs that the modification of the agreement may bring along shall be for the charge of the Principal. In this context TEN HAVE Change Management shall also provide an additional offer to the Principal, which offer the Principal has to sign for agreement and return before TEN HAVE Change Management will proceed with a further implementation of the agreement.

9. Duration and Completion of the Commission
The duration of the commission may in addition to the efforts of the consultancy team be influenced by other factors, such as the quality of the information obtained by TEN HAVE Change Management, the availability of employees of the Principal and the assistance rendered in general. In this context TEN HAVE Change Management therefore cannot in advance state the exact duration of the run-through time for the implementation of the commission and shall therefore not be held to state that either. Financially the commission will have been completed as soon as the final settlement has been approved by the Principal. The Principal shall notify TEN HAVE Change Management of the final settlement within 30 days after the date of the final settlement. If the Principal does not respond within the aforesaid period, the final settlement shall be deemed to have been approved. TEN HAVE Change Management shall render its assistance in having the final settlement audited by a certified public accountant, if the Principal considers such an audit advisable. The costs of the aforesaid audit shall be for the charge of the Principal.

10. Interim Termination of the Agreement
The parties shall have the right to terminate the agreement unilaterally prematurely if either one of them is of the opinion that the implementation of the commission due to demonstrably changed circumstances that the parties were not able to foresee, reasonably can no longer take place in accordance with the confirmed offer and any later additional commission specifications. Such a premature unilateral termination of the agreement shall only and exclusively be possible after express consultation between the parties, and the aforesaid termination will have to be notified to the other party in writing while stating the reasons. If the Principal proceeds with a premature termination, TEN HAVE Change Management shall in connection with the arisen loss of staffing be entitled to a compensation that is equal to the compensation for a period of 4 (four) weeks, in which the as then average monthly invoice amount has to be used as a point of departure. TEN HAVE Change Management shall only have the right of premature termination if there are facts and circumstances on which it cannot exert any influence or concerning facts and circumstances that cannot be attributed to it, on the basis of which the completion of the commission reasonably cannot be required from it. This without prejudice to the right on the part of TEN HAVE Change Management to claim payment of the invoices for the activities performed up to that moment, at which the provisional results of the activities performed up to that moment will be made available to the Principal, with express reservation. If this brings along extra costs these shall be charged.
If TEN HAVE Change Management terminates the commission agreement prematurely because of circumstances that can be attributed to the Principal and completion of the commission reasonably cannot be demanded from it, TEN HAVE Change Management shall in connection with the arisen loss of staffing be entitled to a compensation that is equal to the compensation for a period of 4 weeks, at which the monthly invoice amount up to that moment shall be used as point of departure.
If one of the parties is declared bankrupt, files a petition to be granted a suspension of payments or ceases to carry on its enterprise, the other party shall have the right to terminate the commission agreement with immediate effect, therefore without observance of any notice period. This under reservation of all rights.

11. Intellectual Property
All proposals, models, techniques, instruments, including also software and coaching and training materials, that have been used for the implementation of the commission and that have been included in the consultancy or research result, shall be and remain the property of TEN HAVE Change Management. This provision shall also apply to proposals that do not lead to an actual commission. A publication may therefore only take place after TEN HAVE Change Management has granted permission for that. The Principal shall exclusively have the right to multiply documents for use in its own organization and only in connection with making use thereof for the commission.
The reports drawn up by TEN HAVE Change Management for the Principal shall only be used for the purpose for which they are provided, and the reports may therefore only be used within the organization of the Principal. Within that framework the Principal shall be forbidden to make reports available to any third parties in any a manner, whether in whole or in part, without the permission of TEN HAVE Change Management.

12. Secrecy
TEN HAVE Change Management shall be held to observe strict secrecy in respect of any information and data of the Principal. Within the framework of the commission, TEN HAVE Change Management shall take any precautionary measures that are required to protect the interests of the Principal.

13. Liability
If TEN HAVE Change Management has imputably failed in the performance of its obligations under the commission agreement, its liability shall expressly be limited to the invoice amount as it appears from the commission agreement and as it can be or has been charged to the Principal in respect of that agreement. With respect to commissions with a run-through time of more than six months, a further restriction of the liability referred to in this Clause applies up to a maximum of the amount that has been charged in the last 6 months. Any claims of the Principal as referred to in this Clause must have been submitted in writing and properly within 1 year after the relevant damage has come to the Principal’s knowledge. Failing this, the Principal shall have forfeited his rights.
Any further liability than mentioned in the present Clause is expressly excluded, save in so far as rules of mandatory law provide otherwise.

14. Governing Law
The legal relationship between the parties shall exclusively be governed by the laws of the Netherlands.

15. Settlement of Disputes
The parties shall attempt to settle any disputes that may arise as a result of the implementation of any commission agreement in the first place by means of mediation. If the parties are not able to apply mediation or if mediation (in the end) does not produce the desired result, the dispute shall be submitted for settlement to the competent court in Utrecht, the Netherlands.
In case of a complaint, the prosecutor will receive a response within 4 weeks. Complaints and the ways of their completion will be registered and preserved for a period of time of 2 years. The complaint will be dealt with within 6 weeks. If more time is needed due to required additional research, the prosecutor will be notified regarding this matter within 4 weeks after the complaint is filed. The postponement will be clarified and the prosecutor will receive an indication of the expected time frame wherein a decisive answer will be given. If the nature of the complaint requires so, there will be a possibility of appeal at an independent third party in the person of Sir A. Steenaert from Maree en Dijxhoord Advocaten (law firm) (a.steenaert@mend.nl, phone number: 0031-334221900). Sir Steenaert’s verdict is binding for TEN HAVE Change Management; possible consequences will be handled within a reasonable period of time. The prosecutor nonetheless has the opportunity to present the dispute to the court in Utrecht. A complaint will always be treated as confidential.