General terms and conditions governing propositions and contracts of PNO Consultants

Rijswijk, 1 june 2019

1. Definitions

– “subsidy” is the entitlement to financial resources, provided by an administrative body with a view to certain activities of the applicant, other than as payment for goods or services supplied to the administrative authority. The term “subsidy” also includes what is granted by (tax) facilities such as the R&D-reduction and the energy investment allowance. The term “subsidy” also includes a credit, as soon as and to the extent that the repayment obligation to the subsidiary expires.

– “grant” is a message to the client, to (one of the participants in) a partnershpip or to third parties, in which, in response to the request for a subsidy, it is stated that the application in question is wholly or partially positive. The grant contains information from which the maximum monetary benefit can be read or calculated where the client or, in the case of joint ventures, the joint participants in the joint venture are entitled directly or indirectly, with or without stating obligations and / or conditions to be fulfilled by the client.

– “application” is an oral or written request for a subsidy, (co-) submitted by the client, by a partnership of which the client forms part, or by third parties if there are training projects where the client acts only as beneficiary and / or executive. Objection or appeals against a (partial) rejection decision are regarded as a new application.

– “partnership” is a combination of two or more organizations and / or persons who collaborate in the context of an application and / or activities with each other in a financial and / or executive sense or otherwise, including cooperation in the form of joint-ventures.

2. Offer and period of validity

The general terms and conditions of PNO Consultants, hereinafter referred to as PNO, apply to all offers and agreements of and with PNO, whereby one of the PNO companies provides advice, provides services and / or delivers goods, unless agreed otherwise and expressed in writing between the client and the company. If the quote or the accompanying letter from PNO does not provide for a different deadline, our quotations are valid for a maximum of four weeks. Agreements with PNO have a term of three years, unless otherwise specified.

3. Execution of the assignment

3.1 All assignments are deemed to have been given exclusively to PNO. This also applies if the intention of the parties is that an assignment will be carried out by a specific person. The effect of article 7: 404 of the Civil Code and of article 7: 407 paragraph 2 of the Dutch Civil Code is excluded.

3.2 PNO is authorized to have work carried out under its management by one or more other PNO companies, and to leave the management to one or more other PNO companies with regard to components, without prejudice to its responsibility for proper compliance with the agreement. In the interest of the assignment, the composition of the advisory team may change in the interim.

3.3 Each quotation is based on information provided by the client. The client is responsible for the accuracy and completeness of all information that is relevant to the design and execution of the assignment, even if the information originates from third parties. Documents and data that PNO requires for an adequate execution of the assignment in accordance with the planning will be submitted on time by the client to PNO. If and insofar as PNO is dependent on the employees of the client in the performance of the assignment, the client is obliged to timely deployment and sufficient availability of the employees involved. The client gives third parties, which they wish to involve in the execution of the assignment, no assignment other than in consultation with PNO. The Client will only provide information to the subsidiaries after consultation with PNO has taken place.

3.4 If a subsidy application is (partially) rejected, the client will decide whether to appeal against this rejection after consulting with PNO.

4. Costs and payment of the assignment

4.1 Travel costs are included in the PNO tariffs and the cost estimates based on them. The costs of foreign travel, accommodation costs in and outside the Netherlands, any necessary translation costs and reproduction costs for print that runs larger than 15 items will be charged separately.

4.2 If a fixed price for the assignment has been agreed between the client and PNO, in addition to the agreed fixed fee, the client will owe all costs incurred if PNO has performed work and one or more of the following circumstances occur. The labor costs are calculated on the basis of the then applicable rates with a minimum of € 250, – excl. VAT per hour.

The foregoing applies if: (i) the prepared application is not submitted, not timely or incorrectly by the client or by the actions or negligence of third parties acting on its behalf; or (ii) an application which has already been filed and has not yet been approved shall be withdrawn; or (iii) the project or one of the projects is not continued in the manner as described in the application in preparation, or in the already submitted but not yet granted application.

4.3 All prices are exclusive of value added tax (VAT) and other levies imposed by the government. An interim change in the wage and cost level will be passed on.

4.4 The rates are increased annually on January 1, for the first time on the first of January of the year following the year of commencement of the agreement. This increase is based on the series All Households 2014 used by CBS the Netherlands. This adjustment does not take place if this would lead to lower amounts than the last applicable.

4.5 All amounts mentioned and referred to are calculated in euros, where conversion of other currencies takes place at a mid-rate that applied on the day on which the fee became due to PNO.

4.6 Unless the payment terms mention other payment conditions, the invoices and (advance) invoices of PNO are payable within 30 days of the invoice date. If the amounts due have not been paid within this period, the client, without any notice of default being required, owes default interest on the outstanding amount, in the amount of the statutory commercial interest as referred to in Article 6: 119a Dutch Civil Code, calculated on the invoice amount per month. If payment does not take place within six weeks of the invoice date, PNO can suspend the execution of the order.

4.7 All judicial and extrajudicial costs related to the collection of any claim against the client are at his expense. The amount of the extrajudicial collection costs is set at 15% of the total amount due with a minimum of €500. In the case of a joint assignment, the clients are jointly and severally liable for the payment of the amount of the invoice, regardless of the name on the invoice.

5. Duration and termination of the assignment

5.1 The duration of the assignment can be determined not only by the efforts of PNO, but also by factors and circumstances that are wholly or partially outside the influence of PNO. Although PNO strives for the execution of its work in accordance with the planning, PNO can not specify exactly in advance on which date and with which commitment the assignment was completed. If the target date and / or the agreed deployment is exceeded, PNO will inform the client as soon as possible. The assignment is concluded financially at the moment that the final invoice has been paid by the client. Goods delivered to the client remain the property of PNO until all amounts owed by the client for whatever reason have been paid in full.

5.2 An assignment agreement is entered into for a fixed period of 3 years, unless otherwise stated. This term is automatically extended by operation of law for a maximum of 1 year if the assignment to PNO has not yet been completed. In the event of an extension, each party is entitled to terminate the agreement in writing with due observance of a notice period of 3 months.

5.3 The assignment can be terminated prematurely if the client or PNO can demonstrate that the work cannot be carried out in accordance with the quotation and any commission specifications laid down later in writing. In doing so, the parties concerned observe a notice period of one month. In the event of premature termination, all work performed by PNO will normally be compensated, without any claim or right of whatever nature for the client.

5.4 If a fixed price for the assignment has been agreed between the client and PNO, whereby part of the fee is paid as an advance and where the other part of the total amount is invoiced after completion of the assignment, in the event of premature termination of the assignment a settlement will be made based on subsequent calculations, whereby PNO will apply the then applicable rates with a minimum of €250, – excl. VAT per hour. With regard to the notice period, the client owes PNO in all cases a fee equal to the fee charged by PNO on average per month prior to the interim termination.

5.5 Each party is entitled to terminate the assignment without observing the notice period if the other party is dissolved or liquidated, becomes bankrupt, requests suspension of payments or ceases its operations.

6. Liability and force majeure

6.1 Although PNO performs every assignment carefully and to the best of its knowledge and ability, PNO cannot provide any guarantees with respect to the results of the studies and advice it has provided. PNO is liable vis-à-vis the Client for the demonstrable damage suffered by the Client as a direct result of culpable and imputable professional misconduct committed by PNO. Any liability is limited to the amount paid in the relevant case under the professional liability insurance or general liability insurance of PNO, plus the risk applicable to PNO in that case. In addition, notwithstanding the foregoing, PNO’s liability will in all cases be limited to twice the amount of the invoices sent by PNO to the client in connection with the relevant order.

6.2 If the subsidy schemes and / or other circumstances existing at the time when the obligations are entered into are altered by PNO in such a way that execution of the assignment is not reasonably possible, PNO is not obliged to comply with any obligation.

6.3 Any claim for damages against natural persons, employees, directors, or companies that are employed by PNO or with which PNO has entered into agreements in connection with its business operations, and that can be held (jointly) responsible for the occurrence of the damage, is excluded. Said natural persons and legal entities can invoke these general terms and conditions by way of a third-party clause – in relation to the client.

6.4 The client indemnifies PNO – and the aforementioned natural and legal persons – from claims from third parties arising from or related to the activities performed or to be performed by PNO – or those persons.

6.5 Any claim for compensation shall lapse one year after the start of the day following that on which the client became aware of the damage and PNO as the person liable for it.

6.6 If PNO engages third parties in the performance of its assignment, PNO is not liable to the client for any error that may be made by this third party. PNO is authorized by the client to accept any liability limitations of third parties on behalf of the client.

7. Confidentiality

7.1 Subject to exceptions by law or regulation, PNO is obliged to observe secrecy of all information that has been entrusted to it by the client as secret or that has come to its knowledge in the performance of the assignment as a confidential matter. Likewise, without the written permission of PNO, the client will not make any announcements to third parties about PNO’s quotation and working methods, or make its advice and / or reports available. PNO is allowed to name the client’s name as an organization for which PNO performs its work.

7.2 With the exception of exceptions provided by law, nothing may be reproduced and / or made public by means of print, photocopy, microfilm, by transmitting, distributing or making available (whether or not against payment) to third parties or in any other manner whatsoever of the PNO manufactured and / or made available by PNO in the context of the service without the prior express written permission of PNO. It is also not allowed to edit all or part of the documents produced by PNO.

8. Processing personal data

8.1 Client provides personal data to PNO or exchanges personal data with PNO within the scope of the assignment.

8.2 PNO determines the purpose and the means within the framework of the assignment for the further processing of the personal data. If a client insists that the responsibility of PNO here does not go beyond that of the processor of personal data and that this is laid down in a separate processor agreement, then a provision as described above under 3.2 must be included in that processor agreement.

8.3 PNO is the controller of the personal data that is processed for the execution of the assignment.

8.4 PNO ensures strict confidentiality of said personal data and takes (internal) adequate measures and provisions to this end.

8.5 PNO guarantees the client to use the personal data properly and not to use them for purposes other than those stipulated in the contract for services.

8.6 PNO guarantees to the client that personal data will not be forwarded to a third party outside the framework of the independently determined purposes of processing by PNO, except with the prior written consent of the client, also in connection with any deviating purpose of processing by that third party.

8.7 Both the client and PNO develop, implement and maintain a written information security policy that requires both parties to take appropriate technical and organizational measures to protect personal data, in the light of current technology, from breaches of security, confidentiality or integrity and other unauthorized or unlawful forms of (further) processing. These measures guarantee an appropriate level of security and ensure a level of security geared to the risk – in this case only with regard to the provision of personal data.

8.8 The Client and PNO acknowledge that the aforementioned technical and organizational measures can change over time and that effective security measures require regular evaluation and adaptation of the measures and that they are therefore required to regularly or periodically, at least as often as necessary, address this.

8.9 Both the client and PNO ensure adequate security measures on the basis of reciprocity and, to this end, take the (legally required) appropriate technical and organizational measures in relation to security incidents, including data leaks. Where possible, both the client and PNO will assist each other in fulfilling the obligation to respond to requests from involved natural persons exercising their privacy rights.

8.10 Both the client and PNO shall refrain from providing or sharing any information about security incidents to third parties and / or parties involved, except insofar as one party is legally obliged to do so or if the parties have otherwise agreed (in writing).

8.11 The contact persons appointed at both the client and at the PNO inform the other party without delay of any breach of personal data, i.e. the security incident, as soon as this has been taken into account. The contact details of the contact persons are stated in the contract of assignment.

8.12 The Client warrants that the processing of personal data is not unlawful and does not infringe the rights of the data subject (parties).

8.13 PNO sends requests from the person(s) concerned to exercise their rights (for example, access, change or deletion of personal data) to the client for further processing. Because of the nature of the underlying assignment, and the contextual processing responsibility for processing that is imposed on PNO, it is not appropriate for PNO to handle (direct) requests from the person(s) concerned to exercise their rights themselves. In such cases, PNO will forward these requests to the client who handles these requests, whereby PNO is helpful if PNO has access to this personal data and / or processing thereof in the context of the underlying instruction.

8.14 The personal data provided and to be provided by the client are specified in writing and may include:

– Decision-competent employee of client: signature;

– Decision-making employee of client, contact persons and any external advisors: salutation, initials / first / last name, position, location, address, business email address / telephone number, bank (account) details;

– Organization: financial data, such as annual reports and further information about financing and legal structure of the organization;

– Personnel, whether or not in (anonymous) compilation statements: salutation, initials / first / last name, job description, position, location, address, business email address / telephone number;

– Miscellaneous items, such as: references, publications, ID number, personnel number, wage data, CV, training data (such as name of course, start date / end date of training), date of service / disablement, administration on progress, such as time and / or attendance, minutes and progress reports.

9. Other conditions

Any conditions of the client do not apply unless these have been explicitly accepted by PNO in writing.

10. Other provisions

10.1 If circumstances arise in the future in which the agreement between the client and PNO no longer provides or is no longer wholly provided for, or if the provisions contained therein prove to be null and void, the client and PNO will attempt to jointly consult each other to find a solution that does justice to the nature, duration and purpose of the agreement as much as possible.

10.2 If one of the provisions of these general terms and conditions is invalid, void or otherwise unenforceable, this will not affect the effect of the other provisions in these general terms and conditions.

10.3 The agreement between the client and PNO is governed by Dutch law. All disputes arising between the parties as a result of this agreement, or of further agreements that may result therefrom, are submitted to the District Court of the Northern Netherlands, even if the client is established abroad.