Conditions

1. Application - bound by agreements

1.1 These general conditions apply to all offers, agreements and / or work performed by CEFIN whether in anticipation of a written agreement to be made on behalf of or in cooperation  with a business  associate .

1.2 All (oral) proposals, representations, concepts and other CEFIN documents are without prejudice to  and non- binding on CEFIN. A business associate  cannot derive any rights herefrom , until the moment the data is contained in an agreement signed by both parties. CEFIN excludes the effect of pre-contractual good faith.

1.3 The provisions of Book 7 Title 7 Section 1 ("Order") are expressly excluded.

2. Fees

2.1 All fees and charges are stated exclusive of VAT.  In the offer it is stated whether  the services are to be performed at an hourly or daily rate   on a commission basis or for a fixed fee regardless of the number of hours worked.

2.2 A cost estimate or budget is indicative only. CEFIN  is only obliged to inform the particular business associate when the impending work exceeds a cost estimate or budget, if it has expressly agreed to do so.

2.3 If CEFIN's business associate  consists of multiple individuals and / or legal entities, each of those (legal) persons are jointly and severally liable to meet the agreed amounts.

3. Payment

3.1 CEFIN will send a bill  in respect of amounts owed.. The business associate  is liable   to pay the outstanding amount within 14 days.

3.2 In the event of  late payment the business associate  is liable  without further notificationto paystatutory interest on the unpaid amount, as well as any  (extrajudicial) collection costs that CEFIN has to incur by involving a third party..

3.3 The business associate  is not entitled to deduct or stop payment  even in the event of a dispute, whatever the nature of this dispute.

4. Liability

4.1 The total liability of CEFIN for a  breach in the performance of its obligation(s) under a contract or any other legal basis, is limited to direct damages in  an amount equal to that which will be paid under the liability insurance of CEFIN, or - if the insurer for any reason does not pay - the amount invoiced for the work and which will in any event never exceed € 100,000.

4.2 The  limitation of liability referred to above will not be invoked if there is willful intent or gross negligence on the part of CEFIN.

4.3 CEFIN shall never be liable for indirect damage, consequential damage, lost profits, lost savings, loss of goodwill or any other indirect damage.

4.4 Under penalty of forfeiture of liability the business associate shall  as soon as possible after the occurrence of the damage, or after it reasonably could have known about it, notify CEFIN. CEFIN’s  liability shall in any event  cease  six months after the injurious action, unless before the expiration of that period it has been notified  

4.5 Any  work carried out is solely for the business associate . Third parties cannot derive any   rights from such work.

5. Disclaimer - Liability to third parties 

5.1 The business associate indemnifies  CEFIN against   all claims of third parties who suffer loss as a result of the performance of the work by CEFIN for such business associate .

5.2 The provisions of Articles 4 and 5 and any other limitations and exclusions of liability in these conditions , apply also for the benefit of all (legal) persons who CEFIN  acts for in the course of  implementing its work.  Any liability of  CEFIN due to the shortcomings of these third parties is excluded .

6. Confidentiality

6.1 The Parties shall ensure that any  other parties who receive information that is known or reasonably should be known to be confidential in nature shall keep the same  secret. The party receiving the confidential information shall only  use the same for the purpose for which it has been provided. Information shall in any event be considered confidential from the time that one of the parties indicates it as such.

6.2 At the first request of a party or at the moment when no follow-up  agreement is concluded,  then the parties shall promptly return or destroy  all confidential  information that has been exchanged .. The  party in receipt shall in that case make no further use of the confidential information that the other party provided in the previous section .

CEFIN B.V. – 12 February 2010