GENERAL TERMS AND CONDITIONS

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1. General
These General Terms and Conditions use the following terms and definitions:
- client: the party granting the commission
- contractor: TMC Consultancy

2. Applicability of the General Terms and Conditions
The General Terms and Conditions apply to all offers, work activities, quotations, and agreements between the client and the contractor, or their respective legal successors.

3. Quotations
Quotations offered by the contractor are based on the information supplied by the client. The client ensures that they have supplied all the essential information required to carry out the service to the best of their ability. The contractor undertakes to carry out the offered services to the best of their knowledge and abilities, and according to good professional practices. This obligation can be characterized as a professional commitment to making the effort as the intended result can't be guaranteed. All offers and quotations given by or on behalf of TMC Consultancy are non-committal, except when described differently in writing by TMC Consultancy, and have a validity of 30 days after the date on the offer or quotation.

4. Agreement
When the client and the contractor agree on the offer or quotation, the contractor will provide the client with a contract proposal. The contract will be concluded upon receipt of the signed contract by the contractor or when the contractor, with the explicit consent of the client, starts the activities stipulated in the agreement.

5. Availability of information, staff and workspace provided by the client
To ensure that the contract is carried out with due care and according to the agreed schedule, the client shall provide the contractor with all the required information and details in a timely manner. This also applies to the availability of staff from the client's organization if they are to be involved in the activities. At the request of the contractor, the client will offer a suitable workspace with the necessary telecommunication facilities at the client's location, free of charge.

6. Performance of the commissioned work
6.1 Executor(s)
The client will determine how the granted commission will be performed and by which individual(s) while taking the client's wishes into account whenever possible.
6.2 Changing the executor(s)
During the course of the agreement, the client can request TMC Consultancy to replace the executor(s) if it wishes to do so, and TMC Consultancy will take every effort to find a suitable replacement. For as long as no replacement has been found, the client will continue to pay for the agreed hours of the previously assigned employee(s), even if the client decides or has decided that the previously assigned employee(s) should cease their activities. In consultation with the client, TMC Consultancy can introduce another executor when this is necessary or beneficial in light of the contract performance. The replacement should not reduce the quality of the work activities that need to be carried out, nor negatively affect the continuity of the commission. TMC Consultancy has the right to deploy another executor to perform the work activities should the initially assigned executor become incapacitated for work and no longer be able to carry out the activities as required by the contract.
6.3 Adjustments in the commission
If facts or circumstances arise, during the contract performance, that detract from the originally concluded agreement, then the client and the contractor will consult with each other in good time to adjust the contract to the changed situation. If necessary, the contract will be amended in writing.
6.4 Additional work
The contractor will only start work activities that were not initially included in the contract and charge these to the client after the client's explicit consent. This required consent is not required for work activities that fall within the contractor's scope of due care.
6.5 Contracting third parties
The involvement or contracting of third parties during the contract performance, either by the client or the contractor, shall only take place in mutual consultation and ensuing consent.
6.6 Transfer of personnel
During the contract performance, and for one year after the contract has been executed, none of the parties involved shall employ personnel who are/were involved in the contract performance or negotiate employment with such individuals without the explicit consent of the other party.

7. Rates and expenses related to the commission
7.1 Fees and rate adjustments
The contract details will indicate whether rates, and estimated expenses based thereof, include secretarial costs, traveling time, costs for travel and accommodation, and other expenses related to the commission. These costs will be calculated and charged separately insofar they are not included in the fee. In the event of intermediate adjustments of rates and/or fees, the contractor reserves the right to internalize the rate adjustments or adjustments of other reimbursements of costs mentioned above.
7.2 Invoicing
The contractor's fee, if necessary supplemented with advance payments and invoices from contracted third parties, will be charged under the agreed contractual terms. VAT will be charged separately on all payable amounts invoiced to the client by the contractor.

8. Payment
The invoiced amount must be paid within 14 days after the invoice date. If the client fails to pay the invoice within the agreed period, the client will automatically and without further notice of default owe 1.5% interest on the invoiced amount for every month or part of the month that the client fails to pay the outstanding invoice. Any objection to the amount of the invoice does not suspend the payment obligation.
8.1 Suspension of the commission
If the client fails to pay within 30 days after the invoice date, the contractor can suspend the contract performance by appealing to the uncertainty provision. The costs and/or damages will be charged to the contractor based on the current rate for the respective services.
8.2 Outstanding receivables
Costs incurred by the contractor resulting from the client's payment obligations toward the contractor will be charged to the client. Extrajudicial costs are fixed and immediately payable, and amount to 15% of the principal sum, with a minimum of €12,000. If the commission was granted by more than one client, all clients are severally liable for the full compliance of all payment obligations stipulated in this article, regardless of the name on the invoice.
8.3 Complaints
Complaints about the performed work activities and/or the invoice amount must be submitted in writing to the contractor within 14 days after the date on which the documents or information about which the client complains were sent, or within 14 days after a failure has been identified provided that the client can demonstrate that the failure could not reasonably be identified sooner. If the contractor deems the submitted complaint to be valid, the contractor can either adjust the invoiced fee, correct the rejected work or do it again, or discontinue the contract performance entirely or in part against the proportionate restitution of the fee already paid by the client.

9. Term of delivery
Apart from the contractor’s efforts, various factors may affect the duration of the commission, such as the quality of the information provided by the client and the client’s cooperation. This means that the terms within the activities should be concluded can only be determined as firm deadlines when this has been explicitly agreed upon. Unless it has been established that the execution of the contract is permanently impossible, the client is not entitled to dissolve the contract when the term of delivery is exceeded unless the contractor fails to execute the contract, entirely or in part, within a reasonable period of which the contractor has been notified in writing after the first term of delivery has lapsed. Dissolution of the contract will then be allowed pursuant to Article 265 Book 6 of the Dutch Civil Code.

10. Termination of the contract
The client and the contractor can terminate the contract at all times. The termination must be communicated to the other party in writing.
10.1 Termination by the client
If the client decides to terminate the contract, the contractor is entitled to compensation for incurred and demonstrable loss of capacity payable by the client unless the termination is caused by facts and circumstances that can be attributed to the contractor.
10.2 Termination by the contractor
The contractor can only prematurely terminate the contract if the contractor can't be reasonably expected to conclude the contract performance due to facts and circumstances that are beyond the contractor's influence or can't be attributed to the contractor. The contractor will always be entitled to the payment of invoices for activities and services provided up to the moment of termination, whereby, subject to conditions, the results of the work carried out so far are to be made available to the client. Any additional incurred cost to arrange for this will be charged to the client.

11. Intellectual property
Property rights on models, technologies, and instruments and equipment, including all of the contractor's intellectual works, insofar they are established as such by law, are vested in and remain with the contractor. Publication of intellectual property outside the client's organization is only allowed after the contractor's explicit and written consent. In the event of a violation of this right, the client will be charged with an immediately payable fine, not subject to any judicial moderation, of €250,000 for every violation and every day that this violation continues.

12. Confidentiality
Vis-à-vis third parties, the contractor must ensure the confidentiality of all of the information and details provided by the client at all times unless the contractor has a legal or professional obligation to disclose such information. Within the framework of the commission, the contractor will take all possible precautions to protect the client's interests. The client will not disclose any information about the contractor to third parties, such as work methods or other professional details, or publish or forward its reports without the contractor's explicit consent.

13. Liability
The contractor is liable for all shortcomings in the execution of the interim commission insofar they are caused by the contractor failing to exercise due care, expertise and professionalism on which the client may rely when it comes to offering advice within the framework of the respective commission. Liability for damages, caused by shortcomings, will be limited to the fee received by the contractor for its activities within the framework of the respective commission. For interim jobs with a longer duration than six months, a further restriction on the above-mentioned liability applies to maximum the invoiced amount over the last six months. Possible claims from the client, in this sense, should be submitted within one year after the damage has been identified, failing which the client will forfeit this right.

14. Complaint procedures
Complaints will be handled in accordance with the complaint procedures described in the TMC Consultancy quality system. Complaints about the execution of commissions must be submitted in writing to the contractor. The contractor will inform the client about the further processing and handling of the complaint within one day after receipt of the written complaint. Suitable further actions will be taken in mutual consultation between the parties involved.

15. Applicable law
All transactions between client and contractor are exclusively subject to Dutch Law.

16. Dispute settlement
All disputes arising from the execution of the current agreement or other subsequent agreements can only be brought before the competent judge with the District Court in Amsterdam unless the contractor chooses to have the dispute settled by another court.

Deposit GT&C
These General Terms and Conditions have been deposited with the Amsterdam Chamber of Commerce.

Registration Chamber of Commerce
TMC Consultancy is registered with the Chamber of Commerce.

Chamber of Commerce (KvK) 77615514