Disclaimer

DISCLAIMER B4CONCEPTS MANAGEMENT & ADVIES N.V.

When issuing the order, the client declares to have taken note of and to agree with the general terms and conditions of delivery of B4Concepts Management & Advies N.V. (hereinafter referred to as B4Concepts).

General terms and conditions of delivery of B4Concepts in the execution of advice, training, event and interim assignments (and related assignments):

  1. General
    2. Basis of quotations
    3. Provision of information, employees and workspace by the client
    4. Involving third parties in the execution of the assignment
    5. Staff
    6. Rates and costs of the assignment
    7. Payment terms
    8. Modification of the assignment or additional work
    9. Duration and conclusion of the assignment
    10. Premature termination of the assignment
    11. Intellectual property
    12. Confidentiality
    13. Liability
    14. Applicable law
    15. Dispute resolution
  2. General

The general terms and conditions apply to all offers, activities, quotations and agreements for organizational advice, training, event and interim assignments (hereinafter referred to as services) between B4Concepts and clients, respectively their legal successors.

  1. Basis of quotations

Quotations from B4Concepts are based on the information provided by the client. The client guarantees that he has provided, to the best of his knowledge, all essential information for the design and execution of the assignment. B4Concepts will perform the services to be provided by it to the best of its knowledge and ability, and in accordance with the requirements of good workmanship. This obligation has the character of a ‘best efforts obligation’, because the achievement of the intended result cannot be guaranteed. Our offers are valid for 14 days from date.

  1. Provision of information, employees and workspace by the client

In order to ensure that the execution of the assignment runs smoothly and as much as possible according to the timetable, the client provides all documents and data that B4Concepts needs in a timely manner. This also applies to the provision of employees of the client’s own organisation, who, in the course of the work of B4Concepts (will) be involved. If B4Concepts so requests, the client will provide B4Concepts with its own workspace with telephone connection and, if desired, a fax and/or Datanet connection at its location free of charge.

  1. Involving third parties in the execution of the assignment

The involvement or engagement of third parties in the execution of the assignment by the client or by B4Concepts takes place at our own discretion, according to quotation and / or in mutual consultation.

  1. Staff

The activities of B4Concepts are carried out personally and/or by delegation by Mr. R.A. Ramnandanlall.

5.1.Change of advisory team

B4Concepts can, in consultation with the client, change the composition of the advisory team if it believes that this is necessary for the execution of the assignment. The modification must not reduce the quality of the services to be provided or affect the continuity of the contract. A change of the advisory team can also take place at the request of the client in consultation with B4Concepts, but B4Concepts is not bound by this.

5.2.Recruiting or employing mutual staff

Upon acceptance of the assignment and within 3 months after termination of the assignment, neither party may employ personnel of the other party or negotiate with these personnel about employment, except in consultation with the other party.

  1. Rates and costs of assignments

With regard to the rates and the cost estimates based on them, the offer states whether this includes the secretarial costs, travel hours, travel and accommodation costs (logistics) and other assignment-related costs. To the extent that these costs are not included, they may be calculated separately.

An interim change in the level of wages and costs that compels B4Concepts to adjust the rate or adjust the other aforementioned cost reimbursements will be passed on.

Stated prices are generally inclusive of turnover tax and exclusive of all other taxes, levies, etc. due at home and / or abroad that are for the account of the Client, unless expressly agreed otherwise. No interest costs are included in the fee, unless otherwise indicated in the offer.

  1. Payment terms

Invoicing takes place monthly (or otherwise agreed) afterwards on the basis of actually realized time and / or realized work preferably to be displayed in parts of the day and / or agreed specification of realized results in accordance with the quotation. The fee and costs as mentioned in Article 6, which are not included in the rates, will be charged monthly upon invoice.

In addition to agreements on daily rates, separate agreements can be made about commissions to be earned with regard to extra sales / turnover results achieved.

Payment by the client to B4Concepts must be made in accordance with the quotation and payment conditions stated on the invoice. Payment is made without any withholding or compensation and without the client being allowed to block his payment obligation by attachment among himself or otherwise. After that due date, the statutory interest will be charged, without notice of default being required. If payment is not made,

B4Concepts with an appeal to the uncertainty exception suspend the execution of the assignment. If the client is in default or otherwise fails to fulfil one or more of his obligations, all reasonable costs for obtaining the payment will be borne by him, both judicial and extrajudicial.

If the assignment has been issued by more than one client, all clients are jointly and severally liable for the fulfilment of the obligations as indicated in this article (regardless of the name of the invoice).

  1. Modification of the assignment or additional work

The client accepts that the time schedule of the assignment can be influenced if the parties agree in the interim to extend or change the approach, working method or scope of the assignment and / or the resulting work. If the interim change affects the agreed fee or the cost reimbursements, B4Concepts will report the client as soon as possible. If an interim change in the assignment or assignment execution arises due to the actions of the client, B4Concepts will make the necessary adjustments, if the quality of the service requires this. If such an adjustment leads to additional work, this will be confirmed to the client as an additional assignment.

  1. Duration and conclusion of the assignment

In addition to the effort of the advisory team, the duration of the assignment can be influenced by all kinds of factors, such as the quality of the information that B4Concepts obtains and cooperation that is provided. B4Concepts can therefore not indicate in advance exactly how long the lead time for the execution of the assignment will be. Specified periods are therefore always approximate. Exceeding the delivery period never gives the client a right to compensation nor does it entitle the client to non-compliance with any obligation entered into towards B4Concepts.

In a financial sense, the assignment is concluded as soon as the final settlement has been approved by the client. Within a period of 14 days after the date thereof, the client must inform B4Concepts about this. If the client does not respond within this period, the final statement is deemed to have been approved. If the client wishes a registered accountant to check the invoice of B4Concepts, cooperation will be provided. The costs of such a check shall be borne by the client.

  1. Premature termination of the assignment

The parties may terminate the agreement prematurely unilaterally if one of them is of the opinion that the assignment execution can no longer take place in accordance with the confirmed offer and any subsequent additional order specifications. This must be stated to the other party in writing and in writing. If premature termination has been carried out by the client, B4Concepts because of the resulting and plausible loss of occupancy right to compensation, whereby the hitherto average monthly declaration amount is used as a starting point.

If premature termination or cancellation of work by the client takes place within 7 working days prior to the execution of the offered work planned by the parties, B4Concepts reserves the right to charge the client the full amount offered at all times. B4Concepts may from its competence to make use of premature termination only if, as a result of facts and circumstances that are beyond his influence or are not attributable to him, completion of the assignment cannot reasonably be required. B4Concepts retains the right to payment of the invoices for work performed up to that point, whereby the provisional results of the work performed up to that point will be made available to the client, subject to reservation. Insofar as this entails additional costs, these will be charged.

In the event that one of the parties becomes bankrupt, applies for suspension of payment or ceases business operations, the other party has the right to terminate the assignment without observing a notice period, all this subject to rights.

  1. Intellectual property

Models, techniques, instruments, including software, that have been used for the execution of the assignment and are included in the advice or research result, are and remain the property of B4Concepts. Disclosure can only take place after obtaining permission from B4Concepts. The client obviously has the right to reproduce documents for use in his own organization, insofar as appropriate within the purpose of the assignment. This article remains in force even after termination (whether or not prematurely).

  1. Confidentiality

B4Concepts is obliged to maintain the confidentiality of all information and data of the client towards third parties. B4Concepts will take all possible precautions in the context of the assignment to protect the interests of the client. The client shall, without the permission of B4Concepts do not make any announcements to third parties about the approach of B4Concepts, its working method and the like, or make its report available. This article remains in force even after termination (whether or not prematurely).

  1. Liability

B4Concepts is not liable for direct or indirect shortcomings / damage, unless there is intent or gross negligence by the project leader / manager. Insofar as B4Concepts may be liable for any shortcoming / damage, its liability is always limited to the non-observance by B4Concepts of the care, expertise and craftsmanship on which may be relied upon when issuing services in the context of the assignment in question.

For assignments that have a longer lead time than half a year, a further limitation of the liability referred here applies to a maximum of the invoice amount over the last six months. Any claims of the client in the sense referred here must be submitted within one year after the discovery of the damage, failing which the client has processed his rights.

  1. Applicable law

This agreement is governed exclusively by local law. In the event that one or more provisions of these general terms and conditions, for whatever reason, are not legally valid, this does not affect the other provisions in full.