General Conditions of Ravesteijn Business Consultants, registered with the Chamber of Commerce Amsterdam no. 34137731.

1. General
1.1 Ravesteijn Business Consultants are professional independent consultants with legal and management assessment, having its registered office at 1161 VK Zwanenburg, Lindenlaan 32, and registered with the Chamber of Commerce Amsterdam nr. 34137731. 1.2 These General Conditions apply to all offers and agreements regarding the services to be rendered by Ravesteijn Business Consultants. 1.3 Contraventions of these general conditions shall only be valid, if agreed on in writing. 1.4 Possible general conditions of the contracting party of Ravesteijn Business Consultants shall not apply, unless Ravesteijn Business Consultants has agreed thereto in writing. 1.5 Should (any part of) any clause be deemed to be null and void, the other clauses of these general conditions will stay valid and in force. Parties will as much as possible find a solution for that situation in accordance with the null and void (part of the) clause.
2. Offers
2.1 All offers will only be binding, if they are produced in writing and accepted in writing by the other party. 2.2 As long as an offer has not been accepted in writing by the Assignor Ravesteijn Business Consultants reserves the right to accept other assignments from other third parties.
3. Services agreements
3.1 Ravesteijn Business Consultants shall render the services to its own consideration within the assignment and in co-operation with the organisation of the Assignor and will be answerable to Assignor. 3.2 The Assignment will be agreed on in a separate services agreement. 3.3 If one of the parties does not fulfil its obligations -partly or in whole- in accordance with the services agreement after having been summoned thereto, if a seizure ("conservatoir" or "executoriaal beslag") is executed on movables or real estate of a party, if a moratorium is applied for by a party or if a party will be in bankruptcy, the other party shall have the right, without declaring in default that party or without a judgment, to terminate the services agreement - in whole or partly - immediately, without being liable for any compensation and subject to the right of the other party to compensation for the damages as a result of such termination. 3.4 Assignor has the right to terminate the services agreement immediately in writing and without any compensation for Ravesteijn Business Consultants if an event occurs comparable to an urgent reason ("dringende reden") in accordance with article 7:678 Dutch Civil Code ("Burgerlijk Wetboek"). 3.5 Ravesteijn Business Consultants has the right to terminate the services agreement immediately in writing without any compensation for Assignor if an event occurs not to be influenced by Ravesteijn Business Consultants and Ravesteijn Business Consultants did not know of during the execution of the services agreement, a continuation of the services agreement can reasonably not be required from Ravesteijn Business Consultants or in case of potential involvement with acts contrary to moral and carefulness, which should be followed in society towards third parties. 3.6 Besides the circumstances mentioned in article 3.4 Assignor may only terminate the services agreement prior to expiration date, if Ravesteijn Business Consultants is compensated with a compensation equal to 40 days of service, as mentioned in the services agreement. Assignor owes this compensation also, if Ravesteijn Business Consultants was forced to terminate the services agreement in accordance with article 3.5.
4. Liability
4.1 Ravesteijn Business Consultants shall not have any liability for material and/or immaterial damages or consequences, resulting from acts of Ravesteijn Business Consultants, done within its responsibilities or in connection with the services, subject to a liability caused by malice or culpability. 4.2 In so far as liability of Ravesteijn Business Consultants has not been excluded, it will be limited to 75% of the fee received by Ravesteijn Business Consultants from Assignor to a maximum amount of € 50,000 (fifty thousand euro). 4.3 Assignor will hold harmless and shall compensate Ravesteijn Business Consultants in case of liability against third parties for acts done under its responsibilities, subject to a liability caused by malice or culpability. 4.4 If and in so far as Ravesteijn Business Consultants will be liable against Assignor or to Assignor related persons during the rendering of the services for damages to property of Assignor and/or related persons as a result of Ravesteijn Business Consultants' negligence, the liability will be limited to the amount as covered by the professional liability insurance of Ravesteijn Business Consultants. Ravesteijn Business Consultants will provide Assignor with further details of this insurance, if Assignor asks for it. The right of claiming damages shall lapse after six months following the event, causing such damages.
5. Act of God
Ravesteijn Business Consultants shall not be liable for not or too late performing of its obligations in the services agreement in case of an Act of God. An Act of God is understood as any hindering circumstance, which will not totally be dependent on Ravesteijn Business Consultants' will.
6. Carefulness and secrecy
6.1 Ravesteijn Business Consultants shall during the use of the information, which have come to its knowledge in relation with the assignment observe all possible carefulness. 6.2 Ravesteijn Business Consultants is obliged during the services agreement and after expiration thereof to exercise absolute care regarding all knowledge gathered during the execution of the services agreement, such as internal organisation, know-how, developments and clients of the Assignor and related third parties.
7. Honorarium
7.1 Ravesteijn Business Consultants shall invoice Assignor, at the beginning of each month following the month during which the services were rendered, for the fee regarding the actual days worked during such month. Payment by Assignor will be processed within fifteen days after invoice date, without any discount or compensation. 7.2 If payment has not been effected timely in accordance with this article, Assignor will be in default without further notice and will be indebted the legal interest for the outstanding amount. Ravesteijn Business Consultants in that case will be entitled to postpone the services and to terminate the services agreement intermediately. 7.3 If Assignor will fail to settle payment, the demand for payment can be given over, in which case Assignor shall be liable for full compensation of all involved collecting charges and judicial costs, besides the payment of the fee. The highness of these costs will be a minimum of 15% of the fee. 7.4 Ravesteijn Business Consultants will always be entitled to demand for security for anything the Assignor may be indebted in accordance with the services agreement.
8. Applicable law/Forum
These general conditions and the services agreements shall be interpreted in accordance with and be governed by the laws of the Netherlands. Any dispute hereunder will be submitted to the Court of Amsterdam, unless Dutch law dictates otherwise.
9. Miscellaneous
9.1 The provisions of these general conditions and the services agreements may only be amended by an instrument in writing, signed by both Assignor and Ravesteijn Business Consultants. 9.2 These general conditions are drawn up in Dutch and English language. The Dutch text will be binding.