General Terms and Conditions

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Article 1

The contractor is Innovation Booster B.V.

The client is any party that assigns work to the contractor.

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Personnel shall mean those persons who, whether employed by the contractor or otherwise cooperating with the contractor, provide services for and/or on behalf of the contractor. Assignments shall mean the entirety of services or products to be provided by the contractor, including, but not limited to, activities in an exploratory phase, conducting discussions, developing concepts, carrying out administrative activities, or performing any other act whatsoever. This includes both completed and uncompleted services.

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Applicability

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Article 2

These terms and conditions shall apply to all offers and agreements relating to services to be performed and products to be delivered, whether or not resulting from such services. If the client applies general terms and conditions, sales conditions and/or purchasing conditions which deviate from these terms and conditions of the contractor, such conditions shall not be binding upon the contractor unless expressly accepted by the contractor in writing.

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Quotations and Agreements

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Article 3

All offers made by the contractor, in whatever form, are based upon the information provided by the client. The contractor shall perform the work entrusted to it to the best of its knowledge and ability and in accordance with the standards of good professional practice. The client shall provide all necessary information in a timely manner and, where required, shall make available personnel from its own organisation, as well as any facilities required, to enable the assignment to be executed in accordance with the specifications of the offer.

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Article 4

Agreements and any additions or amendments thereto shall only be binding upon the contractor once confirmed by the contractor in writing.

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Personnel

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Article 5

After consultation with the client, the contractor may make changes to the personnel assigned to perform the assignment if, in the opinion of the contractor, such changes are desirable or necessary. The contractor shall make every reasonable effort to ensure that the quality and continuity of the assignment are maintained in the manner most favourable to the client.

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Article 6

Unless expressly agreed otherwise in writing, the contractor shall be entitled to have all or part of the assignments carried out by third parties. If the contractor has all or part of the assignments carried out by third parties, the contractor shall make clear written arrangements with the client in advance concerning each party's contribution and responsibilities.

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Article 7

Where the client engages and appoints third parties in connection with the assignment, the contractor shall not be responsible for the quality, proper execution, or timely execution of the work performed by such third parties, nor for any consequences thereof for the execution of the work by the contractor.

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Recruitment Activities

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Article 8

If, following completion of the project, the client wishes to employ a member of the contractor's personnel, this shall be permitted. In such case, a recruitment fee shall be charged. This fee shall amount to twenty per cent (20%) of the first annual employment salary agreed between the member of personnel and the client.

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Confidentiality

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Article 9

The contractor undertakes to do everything reasonably possible to safeguard the confidentiality of all information and data belonging to the client, insofar as such information and data may reasonably be regarded as confidential.

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Article 10

The contractor shall be the copyright holder and owner of all rights arising therefrom, insofar as copyright law applies to the relevant materials. Any transfer of copyright or other intellectual property rights, and any transfer of powers arising therefrom, shall only take place after the contractor and the client have agreed thereto in writing.

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If the parties agree that the intellectual property rights relating to a specific product shall be transferred to the client, all ideas, knowledge, principles, methods, and models shall nevertheless remain the property of the contractor. The contractor shall be free to use such ideas, knowledge, principles, methods, and models in any manner whatsoever. If the client wishes to sell the final product to third parties, the client shall be obliged to obtain prior permission from the contractor. If the client, or third parties who have obtained the final product through the client, make modifications to that final product, they shall be obliged to remove all references identifying the contractor as the creator of the product.

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Article 11

The contractor shall not be liable for compensation or warranties towards the client where the performance of the agreement is prevented or delayed due to force majeure. If, in the reasonable opinion of the contractor, a situation of force majeure exists, the contractor shall be entitled, without intervention of the courts, either to require that the agreement be adapted to the circumstances or to dissolve the agreement in whole or in part. Any costs already incurred by the contractor in connection with the project shall be borne by the client. Upon payment of such costs, the contractor shall transfer to the client all products created up to the moment of dissolution. If the agreement has become temporarily impossible to perform, it shall automatically be extended by the duration of the force majeure situation. In such circumstances, the parties may, if desired, agree further arrangements in writing.

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Article 12

The contractor shall only be liable for direct damages. Direct damages shall exclusively mean: the reasonable costs incurred in determining the cause and extent of the damage, insofar as such determination relates to damage within the meaning of these terms and conditions; the reasonable costs incurred to make the defective performance of the contractor comply with the agreement, insofar as such costs can be attributed to the contractor; and the reasonable costs incurred in preventing or limiting direct damage, provided that the client demonstrates that such costs have led to the prevention or limitation of direct damage as referred to in these terms and conditions. The contractor shall never be liable for indirect damage, including consequential damage, loss of profit, loss of savings, or damage resulting from business interruption. The contractor shall not be responsible or liable for the consequences of information or instructions provided by the client or by third parties acting on behalf of or at the instruction of the client. Insofar as the contractor may nevertheless be held liable for any reason whatsoever, such liability shall at all times be limited to the amount of the fee relating to the relevant (part of the) assignment, excluding value added tax (VAT).

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Article 13

The contractor shall never be liable for costs, damages, or interest arising directly or indirectly from infringements of patents, licences, other industrial or intellectual property rights, or other rights of third parties by the client or other third parties. The client shall indemnify and hold harmless the contractor against all claims by third parties arising from infringement of the rights referred to above. The limitations of liability contained in these terms and conditions shall not apply if the damage is the result of wilful misconduct or gross negligence on the part of the contractor.

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Termination

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Article 14

If either party is of the opinion that the assignment is not being or cannot be performed in accordance with the specifications contained in the quotation, the confirmed assignment, and any subsequently confirmed written amendments, the assignment may be terminated prematurely. In such case, a notice period of two (2) months shall apply. Termination shall only take place once it has become apparent that the identified issues cannot be resolved within a reasonable period to be determined jointly by the parties. In the event of bankruptcy, suspension of payments, cessation of business activities, or liquidation of either party, the other party shall be entitled to dissolve the agreement in whole or in part, without prior notice of default and without intervention of the courts. If the contractor exercises this right, it shall not be obliged to provide any compensation or guarantee and shall retain the right to claim payment. Such payment shall comprise: all work already performed or delivered but not yet paid for; and compensation for damages already suffered and/or to be suffered by the contractor.

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Duration of the Assignment

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Article 15

The duration of the assignment may be influenced not only by the efforts of the contractor but also by various other factors, such as the quality of information supplied and the cooperation of the client. The periods within which the work is to be performed shall be determined by the contractor on an approximate basis.The period within which the work must be completed shall commence only once:

• the agreement has been concluded; all information necessary for the performance of the work is in the possession of the contractor; and the client has fulfilled all obligations incumbent upon it up to that moment. The client shall never be entitled to terminate the agreement or claim compensation on the grounds of a reasonable or minor delay in delivery or commencement of the work, unless expressly agreed otherwise in writing.
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Costs

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Article 16

The client accepts that the agreed fee for the assignment may be affected if the parties agree during the execution of the assignment to expand or modify the approach, methodology, scope of the assignment, and/or the activities arising therefrom. If such interim changes affect the agreed fee or reimbursable expenses, the contractor shall notify the client thereof as soon as possible. If an interim change in the assignment or the execution thereof results from circumstances attributable to the client, the contractor shall make the necessary adjustments if required in order to maintain the quality of its services. If such adjustment results in additional work, this shall be confirmed to the client in writing as an additional assignment.

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Article 17

The rates quoted or charged by the contractor are exclusive of value added tax (VAT) and exclusive of any costs which, pursuant to the agreement between the parties, are to be borne by the client. The contractor reserves the right to adjust its rates. In the case of long-term assignments (longer than one year), the client shall be informed of such changes in a timely manner.

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Article 18

The assignment shall be deemed financially completed at the moment the final settlement has been approved by the client, which approval shall take place during the closing meeting.

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Cancellation

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Article 19

In the event that the service provided consists of facilitating groups or individuals in the form of training sessions, workshops, or coaching sessions, the client shall be entitled to cancel one or more sessions. In the event of cancellation within one (1) month prior to the scheduled date(s), fifty percent (50%) of the agreed costs shall be charged. In the event of cancellation within two (2) weeks prior to the scheduled date(s), the full agreed amount shall be charged.

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Payment

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Article 20

The client shall be obliged to pay the contractor for the services performed and products delivered within fourteen (14) days from the date of dispatch of the invoice. Payment may only be made in the manner indicated by the contractor. Payments shall be made without any deduction, discount, or set-off. In the event of late payment, the client shall, without any notice of default being required, be obliged to pay interest in addition to the invoice amount for each month or part thereof by which the payment period has been exceeded, such interest being equal to the statutory commercial interest rate under Dutch law.

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Article 21

The contractor shall at all times be entitled to require immediate payment of an invoice. If requested by the contractor, the client shall at all times be obliged to pay the total price for the performance of the work in whole or in part in advance or to provide adequate security, all at the sole discretion of the contractor. If the contractor receives clear indications, whether before or during the execution of the work, that the creditworthiness of the client has deteriorated, the contractor shall be entitled not to commence the work or to suspend or discontinue the work temporarily or permanently. In such case, the contractor shall be entitled to demand immediate payment of all work already performed, unless the client can provide, to the satisfaction of the contractor and in a timely manner, a bank guarantee covering the full amount of the agreement. If the client fails to make payment on time, them entire debt owed by the client to the contractor, including any amounts not yet due and payable, shall become immediately due and payable in full.

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Article 22

If the client fails to pay, or fails to pay on time, the contractor shall be entitled to recover from the client all judicial and extrajudicial costs incurred in collecting the outstanding amounts.The client shall in any event be liable for extrajudicial collection costs if the contractor has engaged legal assistance from third parties for the purpose of collection. Such extrajudicial collection costs shall be fixed at a minimum of fifteen percent (15%) of the principal amount, including VAT, with a minimum of EUR 100 per invoice. Once legal assistance from third parties has been engaged by the contractor, all related extrajudicial costs shall be borne by the client.

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Article 23

The client is expressly prohibited from using, or permitting the use of, any materials supplied by the contractor, whether in the form of advice or products, if invoices issued by the contractor have not been paid in full within the applicable payment term, or if the client is otherwise in breach of its obligations. In such cases, the client shall owe a penalty of EUR 1,000 for each violation and for each day that such violation continues. The contractor shall not be liable for any consequences resulting from the use of materials that have been made available on an interim basis.

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Archiving

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Article 24

The contractor shall retain an electronic backup of all final products delivered to the client for a maximum period of six (6) months following delivery. If, within the aforementioned period, the client wishes to reuse the materials received from the contractor, apply them to, or use them as the basis for relevant new developments within the client’s organisation, the client may make use of the backup retained by the contractor, subject to the provisions set out in Article 9.

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Business Development

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Article 25

Following the conclusion of an agreement between the contractor and the client, the contractor shall be entitled to use the client’s company name, logo, and the project as a reference in written and digital communications with third parties. The client shall be informed of this in advance. Furthermore, subject to the provisions of Article 7, the contractor shall be entitled to prepare a brief description of the completed project and to use such description for the purpose of acquiring new clients.

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Governing Law

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Article 26

All agreements to which these terms and conditions apply, in whole or in part, shall be governed exclusively by the laws of the Netherlands.

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Dispute Resolution

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Article 27

Any disputes arising from or relating to an agreement to which these terms and conditions apply, in whole or in part, or any subsequent agreements resulting therefrom, shall be submitted to the competent court in The Hague, the Netherlands. However, the parties shall not resort to legal proceedings until they have made every reasonable effort to resolve the dispute amicably between themselves, whether or not with the assistance of a certified mediator of the Netherlands Mediation Institute. This shall be without prejudice to the right of either party to seek interim relief in summary proceedings and without prejudice to the right of either party to take conservatory legal measures. A dispute shall be deemed to exist if either party states this in a reasoned manner.

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Final Provisions

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Article 28

If one or more provisions of these terms and conditions are declared wholly or partially void or unenforceable by a competent court, this shall not affect the validity of the remaining provisions or the remaining part thereof. Any deviation from these terms and conditions shall only be valid if agreed in writing. If these Terms and conditions have been translated into a language other than Dutch, the Dutch version shall prevail in the event of any dispute, ambiguity, or difference of interpretation regarding one or more provisions. The contractor shall be entitled to amend these terms and conditions. Such amendments shall take effect on the date announced by the contractor. The contractor shall notify the client of such amendments in a timely manner and shall provide the amended terms and conditions to the client accordingly. If no effective date has been specified, amendments shall take effect with respect to the client as soon as they have been communicated to the client. These terms and conditions have been lodged with the chamber of commerce in The Hague. The version most recently filed, or the version applicable at the time the legal relationship between the parties was established, shall always apply.

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The Hague, March 2015

Innovation Booster B.V.
Johan Huizingalaan 400
1066 JS Amsterdam
The Netherlands

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