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Please note: This is a translation for convenience purposes and is an English translation of ‘Algemene Voorwaarden De Gunfactor BV’ which is applicable to all contracts between De Gunfactor BV and its clients.

Terms and conditions De Gunfactor BV

De Gunfactor BV
Govert Flincklaan 29
1213 EN Hilversum
info@degunfactor.com
Telephone: +31.35.7727371
www.degunfactor.com
ING Bank account number 4213598
IBAN NL38INGB0004213598
BIC INGBNL2A

Terms and Conditions

Terms and conditions as part of de execution of assignments between client and De Gunfactor BV.

1 Definitions
In these Terms and conditions the following is meant by
1.1 Assignment: An agreement in the sense of article 7:400 e.v. BW, in which one party, De Gunfactor BV, commits itself towards another party, the client, to execute advisory services for the client. The agreement is covered in a written document and contains a.o. a description of the services that will be executed.
1.2 Advisory services: The assignment to deliver, on behalf of the client, a contribution to determining, analyzing and solving issues in the area of commerce, commercial management, organization of the client or the relationship from the client with third parties.
1.3 Client: the entity, a person or a company, that has made an agreement with De Gunfactor BV to execute advisory services.
1.4 De Gunfactor BV:  the company that has accepted the advisory service or that has offered to execute the advisory service.
1.5 The Assignment-taker: The entity that has come to an agreement with the client to execute the advisory service as described in article 1.2
1.6 Assignment-executor: The entity that is working on the assignment on behalf of De Gunfactor BV.
1.8 Parties: The client and De Gunfactor BV

2 General
2.1 All assignments will be executed, with wavering articles 7:404 en 7:407 lid 2 BW only accepted and executed by De Gunfactor BV
2.2 All articles in these terms and conditions are made on behalf of all those working for De Gunfactor BV
2.3 Only actions actions that are made in the relevance of an assignment by assignment executors, are to be regarded as actions by or on behalf of De Gunfactor BV

3 Applicability of the terms and conditions
3.1 Al articles in these terms and conditions are applicable on all offerings, work from De Gunfactor BV and on all assignments on executing services for clients, including all agreements in relationship with that between De Gunfactor and the Client, or its legally followers
3.2 Changes to these terms and conditions can only be agreed in writing
3.3 If any part of these terms and conditions prove to be legally void, the remainder of the agreement remains in tact and the relevant part will be replaced for a part that covers the intentions of parties as good as possible.
3.4 De Gunfactor BV is allowed to change these conditions. The conditions are effective on the announced time of effectiveness. The changes do not effect assignments that are agreed previous to that date, unless parties agree otherwise.

4 Principals
4.1 De Gunfactor BV stands for the integrity of its actions, should act as a professional towards the assignment and the client, should guarantee its professional and relational independence, avoids that other interests, rather than the interest of the assignment play a part, and obliges itself to address any actions of the client if these are to be regarded as counterproductive.
4.2 The client is sincere in the information given in the period advancing the assignment about the contents of the assignment and the criteria that matter for rewarding of the business.
4.3 The client is guarantees a professional policy towards assignments
4.4 The client is careful and precise in providing information necessary to fulfill the assignment
4.5 The client acts as a reliable partner in meeting its agreements, including the payment of invoices.

5 Coming to an assignment
5.1 The assignment comes in place at the moment a signed agreement has been received by the client or at the moment that that the confirmation of the assignment and the necessary information have been received by the client.
5.2 The agreement is the written agreementdescription between the client and De Gunfactor BV, that contains the following points if applicable
a) description of the contents and limitations of the assignment
b) the aimed target of the assignment
c) the (part of) the organization in which the assignment applies to
d) way of working and joint procedures
e) the limitations of the assignments
f) the choice of the assignment executors and the employees from the client, including responsibilities towards the assignment
g) the procedure for the management of the process
h) the parties that are informed on the results of the assignment
i) an indication of the estimated time needed for the execution of the assignment, the planning of the time needed and the way to work should the schedule of the time hours be different than budgeted
j) the determination of the person or the persons to whom De Gunfactor BV advices and on the way the reporting will be managed.
k) an estimated budget of costs and how to act should the costs prove to be different that reality.
l) the grounds for the fee and the way of invoicing
m) the way in which third parties are involved
n) if applicable the owner and authors rights
o) the evaluation of the assignment
p) the required or necessary follow up

6 Providing information, employees and office space by the client
6.1 The client will assure that any information from which De Gunfactor BV explains that it is necessary for the execution of the assignment, will be provided.
6.2 If the necessary information is not provided, or not provided in time, De Gunfactor BV has the right to to postpone the assignment or to invoice the client for any extra costs.
6.3 Client will inform De Gunfactor BV on any information or circumstances that effect the assignment.
6.4 Client guarantees the correctness and completeness of information that is given to De Gunfactor BV
6.5 If De Gunfactor BV requires extra support for the execution of the assignment, the client will provide this support
6.6 If De Gunfactor BV requires an office or other facilities at the offices of the client that are necessary to fulfill the assignment, the client will provide this

7 Non disclosure
7.1 De Gunfactor BV will keep all confidential or competitive information secret towards third parties that are not applied to the assignment, unless De Gunfactor has a legal obligation to do so, De Gunfactor should defend itself in court, or the information is spread via public sources. De Gunfactor BV should take all necessary actions to protect the interests of the client.
7.2 The client is not allowed to, without permission of De Gunfactor BV, provide any third party on the approach, working methods, contents of the advice or views of De Gunfactor BV, nor make its reports or other written materials public, unless the client has a legal obligation to do so.

8 Intellectual property
8.1 Models, technical methods, instruments, including training material and any other products that are used for the execution of the assignment or have been taken into the process of the execution, remain property of De Gunfactor BV, as far as they are not a third party property. Making public, further use of further spreading can therefore only occur after written permission of De Gunfactor BV
8.2 The client has the right to multiply documents for the use within its own organization, as far as this fits the purpose of the assignment. This also applies after the termination of the assignment.

9 Execution of the assignment
9.1 The assignment is executed to the best possibilities and views by or on behalf of De Gunfactor BV
9.2 The obligation as meant in paragraph 9.2 has the character of an effort requirement, because achieving the required result cannot be guaranteed, unless De Gunfactor BV and the client mutually agree on a requirement with results, before the assignment is started and with objective and mutually agreed milestones.
9.3 De Gunfactor BV can, after agreeing with the client, replace one or more of the assignment executors. The change may have no effect on the quality of the work under the assignment, nor should it effect the continuity of the assignment. A change in assignment executors can also take place on the request of the client, after consulting De Gunfactor BV
9.4 Taking other assignment executors or third parties by the client or by de Gunfactor BV can only take place after careful consultation with each other.
9.5 The client understands and respects that timing and cost planning of the assignment can be changed, if parties agree during an assignment to change the contents, working method or size of the assignment or the work involved.
9.6 If the change of the assignment is due to the client, De Gunfactor BV will change its offering if the quality of the assignment is required to do so. If this change should lead to a significant change in the assignment, the client will be asked to confirm. If the client does not confirm the change, De Gunfactor BV has the right to terminate the assignment without legal notice and without the obligation to compensate any loss.

10 Duration and termination of the assignment
10.1 The duration of the assignment can be influenced by a lot of factors, such as the quality of the information that De Gunfactor BV is given and the cooperation that is given. De Gunfactor BV is therefore not in the position to exactly predict the duration of an assignment. The period in which an assignment must be finished can only be fatal terms if such fatal term is agreed on in writing.
10.2 Financially, the assignment is finished, as soon as the last invoice is approved by the client. The client must inform De Gunfactor BV within 30 days after the date of the final invoice. If the client does not respond within this term, the final invoice is regarded as approved.

11 Termination of contract before end of assignment
11.1 Parties can terminate the assignment as soon as one of the parties has the opinion that execution of the assignment can no longer take place in accordance with the assignment confirmation. This should be motivated in writing to the other party. De Gunfactor BV or the client can terminate the assignment if the completion of the assignment can no longer be asked for as a result of changing facts or circumstances in which completion can no longer reasonably expected. De Gunfactor BV will have the right of payment for declarations of work done so far, and will produce the results of the assignment. The costs of reporting the results of the assignment will be charged.
11.2 In case one of the parties will come in a state of bankruptcy, surséance of payments or stops its activities, the pother party has the right to terminate the contract and hold his rights.

12 Fee
12.1 If fees are charged other than hours or costs directly related to the assignment, this should clearly be agreed on in the assignment confirmation. De Gunfactor BV will assure that the interest of the client as well as its own independency are served.
12.2 As far as the rates and the budgets based on those rates are concerned, it is described in the confirmation wether hours for secretarial services, traveling, travel expenses and other assignment costs are included. As far as these costs are not included, they can be charged separately if this has been agreed specifically. A change of wages or other direct costs that De Gunfactor BV forces to change its rates will be calculated. In the fee there no interest costs, unless stated otherwise.
12.3 The fee of De Gunfactor BV will be charged weekly, monthly, per quarter, per year or after completion of the assignment, unless client and De Gunfactor BV have agreed otherwise. On any amount that is due by the client towards De Gunfactor VAT is applicable.
12.4 If the client wishes for a registered auditor to check the declaration of De Gunfactor, than cooperation will be given,. The costs of such an audit are for the client.

13 Terms of payment
13.1 Payment by the client of invoices will take place, without deduction, discount or claim-settlement, within the mentioned credit term but no later than fourteen days after the invoice date. Payment must be done at a bank account that is designated by De Gunfactor BV
13.2 If the client has not paid within fourteen days of the invoice date, De Gunfactor is entitled, after one reminder of the client, without further notice or giving up any rights, to charge interest until the date of payment.
13.3 All costs that are due by the collection of the outstanding invoices will be charged to the client.
13.4 If the financial position or the payment behavior of the client should give reason to do so, De Gunfactor BV is entitled to ask for more securities. If the client refuses such securities, De Gunfactor BV is entitled to terminate the assignment without waving any rights and remaining entitles to full compensation of its costs.

14 Recruitment of staff from parties
None of the parties is allowed to recruit or attempt to recruit any staff from the other party, within one year of the assignment.

15 Complaints
15.1 Any complaint on the execution of the assignment or on any invoice, should be notified to De Gunfactor BV within thirty days of the complaint or later if the client proofs that knowledge about the complaint was not discovered within thirty days. Exceeding of this period leads to expiration of all claims.
15.2 A complaint does not change the obligation to pay the outstanding invoice.
15.3 In case a complaint is recognized, De Gunfactor has the choose to change the amount on the invoice, improve the execution f the assignment at agreeable costs or stop the execution of the assignment.

16 Liability
16.1 De Gunfactor BV is liable for the shortcoming in the execution of the assignment, as far as this is the result of neglecting carefulness, or professional working methods that are custom to the assignment.
16.2 The accountability for the damage that is caused by the shortcomings of De Gunfactor BV are limited to the fees that De Gunfactor BV has received for the assignment
16.3 At assignments that have a duration of longer than six months, there is a further limitation of the liability to the fee that is received in the last six months of the assignment.
16.4 Possible liabilities of the client must be reported within one year after discovery of the liability, or the rights have been given up.

17 Applicable law
17.1 On any agreement between a client and De Gunfactor BV Dutch law is applicable.

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