1) GENERAL
a) In these general terms and conditions, the following definitions shall apply: General Terms and Conditions: these general terms and conditions. NWAge: NWAge Holding
NWAge Entities: any entity (including group companies and affiliated entities), which is part of the NWAge network of independent companies and is affiliated with NWAge. Engagement Letter: a document issued by NWAge declaring the General Terms and Conditions applicable and describing the Work.
Client: the party issuing an engagement to NWAge. Engagement Team: the natural persons within NWAge, both individually and jointly, involved in the performance of the Work, as well as third parties (being natural persons outside NWAge) engaged by NWAge in the performance of the Work.
Agreement: the General Terms and Conditions and the Engagement Letter together with any other documents and conditions applicable to the Work in the relationship between NWAge and the Client (“Additional Terms and Conditions”) and expressly referred to in the Engagement Letter.
Work: the work to be performed by NWAge for a Client pursuant to the Engagement Letter, including deliveries of items and/or services, among other things.
b) All assignments are accepted, setting aside articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code, exclusively by NWAge.

2) APPLICABILITY OF GENERAL TERMS AND CONDITIONS
a) These General Terms and Conditions apply to NWAge’s Work for a Client. These General Terms and Conditions also apply to any additional or follow-up engagements.
b) Applicability of any purchase or other terms and conditions of the Client is expressly rejected.

3) CONSTITUTION AND DURATION OF THE AGREEMENT
a) The Agreement is concluded at the moment that the Client confirms the Engagement Letter (orally or in writing or electronically or tacitly) or at the moment that the Work commences.
b) The Agreement is concluded for a definite period, unless it follows from the content, nature or purport of the engagement granted by the Client that it has been concluded for an indefinite period.

4) CONTENT OF THE AGREEMENT/ RULES OF DISPUTES
a) The Agreement is the basis of all agreements between NWAge and the Client regarding the Work.
b) Amendments or modifications to the Agreement must be in writing and signed by an authorized representative of NWAge and an authorized representative of the Client.
c) In the event of a conflict between the Engagement Letter and the other parts of the Agreement, the Engagement Letter shall prevail. In case of conflict between the General Terms and Conditions and any Additional Terms and Conditions, the Additional Terms and Conditions shall prevail.

5) IMPLEMENTATION OF WORK
a) The Engagement Letter contains a description of the Work to be performed by NWAge.
b) NWAge will make every effort to perform the Work to the best of its ability in accordance with the arrangements and procedures laid down in writing with the Client.
c) NWAge will determine the manner in which and the person(s) by whom the Work will be performed. If according to the Engagement Letter certain persons will perform the Work, NWAge will make reasonable efforts to ensure that these persons will perform the Work. NWAge is entitled to replace the persons named in the Engagement Letter with persons of equal or comparable expertise.
d) If it has been agreed that the Work will be performed in phases, NWAge is entitled to postpone the commencement of the Work belonging to a subsequent phase until the Client has accepted in writing the results of the preceding phase and has paid all amounts due.
e) Deadlines within which the Work must be completed are only to be regarded as deadlines if this has been expressly agreed. Under no circumstances can the Contract be rescinded by the Client on account of a failure to meet a deadline. Furthermore, under no circumstances shall NWAge be liable for compensation on account of exceeding a deadline.
f) If, at the request or with the prior consent of the Client, NWAge performs work or other performance that falls outside the content or scope of the Work, such work or performance shall be compensated by the Client to NWAge in accordance with NWAge’s customary rates.
(g) The Client accepts that work or performance as referred to in Article 5(F) may affect the agreed or expected time of completion of the Work and the mutual responsibilities of the Client and NWAge.
h) NWAge and/or an NWAge Entity may involve third parties (including in other jurisdictions) including (persons employed by/for or affiliated with) other NWage Entities in the performance of the Work in the interest of the performance of the Work, including for the purpose of service support. If the Client wishes to involve third parties in the performance of the Work, it shall only do so after reaching agreement with NWAge.
(i) NWAge and/or an NWAge entity may, in the performance of the Work, provide the Client (or a third party designated by the Client) with a support tool(s) that is intended for, and may only be used for the purposes of, the Work. Client shall be responsible for the controlled rollout and use of the provided tool(s). j) Upon completion of the Work, NWAge may issue a written opinion, confirm an oral opinion in writing, issue a written (final) report, or make an oral presentation. Prior to completion of the Work, NWAge may provide oral, draft or interim advice, reports and presentations. In this regard, NWAge’s written advice or written (final) report shall prevail. The Client cannot rely on a draft or interim advice, report or presentation. If the Client wishes to rely on an oral advice delivered or an oral presentation delivered in completion of the Work, the Client must notify NWAge, after which NWAge will confirm the advice in question in writing.
(k) NWAge is under no obligation to update oral or written advice, reports or outcomes of the Work, in response to events occurring after the delivery of the final version of the advice, report or outcomes.
l) The advice, opinions, expectations, forecasts and recommendations given by NWAge as part of the Work shall not, under any condition or circumstance, be construed as a guarantee as to future events or circumstances.

6) OBLIGATIONS OF PROVIDER
a) The Client shall, both of its own accord and at NWAge’s request, provide all cooperation and all relevant documents which NWAge reasonably considers necessary from the Client for the correct performance of the Work, in a timely manner and in the desired form and manner. In the event that NWAge performs Work at the Client’s premises or makes use of the Client’s computer systems and telephone networks, the Client must ensure (at its own expense) the necessary access, security procedures, virus controls, facilities, permits and permissions. Insofar as the Work is not performed on NWAge’s own premises, the Client must also ensure that NWAge’s employees are provided with adequate working space and other facilities necessary to perform the Work and which meet all (legal) requirements to be imposed on them.
b) The Client must ensure that NWAge is informed without delay of facts and circumstances that may be relevant in connection with the proper performance of the Work.
c) The Client guarantees the accuracy, completeness, reliability and lawfulness of the information and documents made available to NWAge, even if they originate from third parties, unless the nature of the Work dictates otherwise.
(d) NWAge is not liable for the damage suffered by the Client resulting from the Client or third parties(i) failing to inform in a timely manner about or withholding facts and circumstances that may be important in connection with the correct performance of the Work and (ii)misrepresenting the facts.
e) The extra costs and extra fees resulting from the delay in the performance of the Work arising from the failure to make the required data and documents referred to in Article 6, paragraph 1 available, or to do so in good time or properly, or from failure to cooperate, or to do so in good time or properly, including the provision of employees, shall be borne by the Client.
f) NWAge has the right to suspend the performance of the Work until such time as the Client has fulfilled the obligations mentioned in Article 6 paragraphs 1 and 2.

7) CONTRACTOR’S OWN RESPONSIBILITIES
Without prejudice to NWAge’s obligations and responsibilities in performing the Work, the Client remains responsible and liable for, among other things:

• the management and operation of his business, the conduct of his business and his own business affairs;
• the decisions taken by the Client regarding the extent to which it wishes to rely on the advice, recommendations or other results of the Work provided by NWAge, as well as the use and implementation thereof;
• the appointment by the Client of a person with appropriate capabilities, knowledge and experience to be responsible at all times for the Client’s decisions and to assess the appropriateness of the outcomes of the Work performed on behalf of the Client and to take responsibility for actions, if any, arising from the outcomes of the Work.

8) OBLIGATIONS OF PROVIDER
a) NWAge is obliged to keep confidential any confidential information of the Client provided by or on behalf of the Client to third parties other than those involved in the performance of the Work. This obligation does not apply insofar as NWAge is obliged to disclose pursuant to the law, any regulation of a body to the supervision of which NWAge is subject, a professional duty incumbent on NWAge or persons employed by/for or affiliated with NWAge, or a binding decision of the court or a governmental body.
b) The obligation contained in paragraph 1 of this Article does not apply if the information referred to in that paragraph is already generally known or becomes known, other than as a result of an unlawful disclosure. The relevant obligation is further without prejudice to NWAge’s right to submit the information referred to in paragraph 1 of this Article to its insurers and/or advisors in connection with NWAge’s professional liability or to a third party, including a NWage entity, if necessary for the performance of the Work, including for the purpose of service support.
c) NWAge shall be entitled to use the information made available to it by the Client if NWAge acts for itself or persons employed by/for or associated with NWAge act for themselves in disciplinary, criminal, or civil proceedings in which such information may be relevant.
d) Unless prior written permission has been granted by NWAge, the Client shall not disclose the contents of the Engagement Letter, reports, advice or other expressions of NWAge, written or otherwise, which have not been drawn up or made with the intention of providing third parties with the information contained therein. The Client shall also ensure that third parties cannot take cognizance of the contents referred to in the previous sentence.
(e) Unless prior written approval is granted by NWAge, the Client shall not make any announcements regarding NWAge’s approach and methods of operation.
(f) The Client shall use the quotation issued by NWage and NWAge’s knowledge and ideas contained therein solely for the purpose of evaluating its interest in the award of the contract.
(g) NWAge and Client shall impose their obligations under Article 8 on third parties engaged by them.
h) NWAge reserves the right – within the framework of advertising and reference purposes – to use the Client’s name, to indicate the type of work it has performed for the Client and to mention all those details that have already been made generally known through the media.
(i) NWAge has the right to share-confidential information regarding the Client, NWAge’s relationship with the Client and the Work, including confidential information, with other NWAge entities (including in other jurisdictions), in order to compile and maintain a shared database of best practices and knowledge, in each case being required to implement measures to protect confidentiality.
j) NWAge is permitted to use and distribute data from/about Client as it sees fit, as long as such data is not traceable to Client and/or persons.
(k) The obligation set forth in paragraph 1 of this Article shall not apply and NWAge shall be authorized to use confidential information concerning the Client and disclose it to (i) other NWAge entities and their personnel and/or (ii) other parties, who are supportive of NWAge’s administration or infrastructure for the benefit of
(a) performing client, and assignment acceptance procedures,
(b) conflict assessment of internal risks and independence and (c) maintenance of quality and professional standards with respect to the Work or services.

9) INTELLECTUAL PROPERTY
a) NWAge reserves all rights with respect to products of the mind that it uses or has used or develops or has developed in the performance of the Work.
b) The Client is expressly prohibited from reproducing, publishing or exploiting the products mentioned in article 9 paragraph A, including computer programs, system designs, working methods, advice, (model) contracts and other intellectual products of NWAge.
c) For the purpose of performing work for the Client and/or for clients of NWAge and/or for clients of any other NWAge Entities, NWAge shall be entitled to use, further develop and exchange with (any) other NWAge Entities the knowledge, experience and general skills acquired by NWAge as a result of performing the Work.

10) KNOWLEDGE AND CONFLICT
a) The Engagement Team should not be required, expected or assumed to have knowledge of facts and circumstances known to other persons within NWAge and/or to other persons within the other NWAge entities. Accordingly, NWAge cannot be held accountable by Client with respect to such facts and circumstances.
b) NWAge shall at all times be free to provide services to another party that has an interest that competes or conflicts with Client’s interests (hereinafter, a “Conflicting Party”), including in the event that the Conflicting Party’s interests specifically and directly compete or conflict with Client’s interests with respect to the underlying interest. In the event that the interests of the Conflicting Party specifically and directly compete or conflict with the interests of Client with respect to the underlying interest, the Engagement Team shall not perform work for the Conflicting Party. However, in such case, persons within NWAge other than the Engagement Team shall be permitted to perform work for the Conflicting Party under the condition that appropriate security measures are in place.

11) HONORARY/PAYMENT/Costs
a) NWAge shall invoice the Work on the basis of its fee, costs (including costs of any third parties engaged) and any taxes payable thereon. These items will be charged to the Client on a monthly, quarterly, annual basis or upon completion of the Work, unless NWAge and the Client have agreed otherwise.
(b) NWAge’s fee is not dependent on the outcome of the Work.
c) The costs referred to in Article 11 paragraph A shall mean the direct costs as well as an amount to cover costs not directly attributable to the Work.
(d) The amount invoiced by NWAge may differ from previous estimates or quotations.
e) Payment by the Client must be made, without deduction, discount or set-off, within fifteen (15) days of the invoice date. If the Client has not paid within this payment period, NWAge shall be entitled, without further notice of default and without prejudice to NWAge’s other rights, to charge the Client the statutory commercial interest (as referred to in Article 6:119a of the Dutch Civil Code) from the due date until the date of full payment.
f) All judicial and extrajudicial (collection) costs reasonably incurred by NWAge as a result of the Client’s failure to fulfill its payment obligations shall be borne by the Client.
g) If, in NWAge’s judgment, the Client’s financial position or payment record warrants such action, NWAge shall be entitled to require the Client to pay in advance in whole or in part and/or provide (additional) security in a form to be determined by NWAge. If the Client fails to provide the requested security, NWAge is entitled, without prejudice to its other rights, to immediately suspend further performance of the Contract and all that the Client owes NWAge on any account whatsoever shall become immediately due and payable.
h) In case of a jointly given assignment, Clients, insofar as the Work was performed on behalf of the joint Clients, are jointly and severally liable for payment of the invoice amount.
(i) In the event that NWAge is required or requested to provide information about Client pursuant to a request or order of a regulatory or governmental body or pursuant to any judicial proceeding, Client shall compensate NWAge for the costs of NWAge and its personnel involved in such request, order or proceeding, in the event NWAge’s actions are not (in part) the subject of such request, order or proceeding.
j) NWAge may perform and charge the Client for more Work than that for which the Contract was entered into if such Work arises from any (inter)national laws or (professional) regulations applicable to the Contract and/or Work.

12) CLAIMS
a) Complaints relating to the Work performed and/or the invoice amount must be made in writing to NWAge within sixty (30) days of the date of dispatch of the documents or information about which the Client is complaining, or within sixty (30) days of the discovery of the defect if the Client proves that it could not reasonably have discovered the defect earlier.
b) Complaints as referred to in Article 12 paragraph A, do not suspend the Client’s payment obligation.
c) In the event of a justified complaint, NWAge has the choice between adjusting the fee charged, improving or redoing the rejected Work free of charge, or not (or no longer) carrying out the assignment in whole or in part against a pro-rata refund of fees already paid by the Client.

13) INTERMEDIATE TERMINATION OF THE CONTRACT
a) The Contract may be terminated by either NWAge or the Client by giving thirty (30) days written notice. In the event that the Client terminates already thus, the Client is obliged to compensate all damages and costs on the part of NWAge. These damages and costs include in any case, but not exclusively, all the costs incurred and investments made by NWAge in connection with the Contract and the (future) Work and loss of capacity.
b) NWAge is further entitled to terminate the Contract in the event of unforeseen circumstances (within the meaning of Article 6:258 of the Dutch Civil Code) in writing with immediate effect.
(c) Both NWAge and the Client shall be entitled to terminate the Contract only if (i) the other party imputably fails to comply with an essential obligation under the Contract and the other party is in default in that respect (as referred to in Article 6:81 of the Dutch Civil Code), (ii) if the other party is unable to pay its debts, (iii) if a receiver, administrator or liquidator has been appointed, (iv) if the other party goes into debt restructuring.
(d) NWAge retains a claim to payment of invoices for Work already performed and any Work still to be performed by mutual agreement in the event of termination pursuant to Article 13(1), (2), or (3). The Client’s payment obligation in respect of invoices for Work already performed becomes immediately due and payable in full at the time of termination of the Agreement.

14) LIABILITY
a) NWAge shall perform the Work (and any additional work) to the best of its ability, exercising the care that can be expected of it. NWAge shall only be liable if the Client proves that the Client has suffered damage as a result of a material error on the part of NWAge.
b) NWAge’s liability shall be limited to an amount equal to one (1) time the fee payable to NWAge pursuant to the provisions of the Engagement Letter, barring intent or deliberate recklessness on the part of NWAge’s executive staff. This limitation of liability shall apply in full in the event of liability to several Clients; in such event, NWAge shall pay to all Clients jointly no more than one (1) time the fee payable to NWAge pursuant to the provisions of the Engagement Letter.
c) Liability of NWAge for indirect damages (including but not limited to lost profits, missed savings, damages due to business stagnation) is excluded, except for intentional or deliberate recklessness on the part of NWAge’s executives.
d) Outside of the cases mentioned in Articles 14.1 to 14.3, NWAge shall have no obligation to pay damages.
(e) NWAge shall exercise due care when engaging third parties. NWAge is not liable for errors and/or shortcomings of these third parties. This shall not apply to third parties acting as subcontractors and under NWAge’s responsibility.
f) The limitations of liability included in Article 14 shall operate for the benefit of both NWAge (itself) and the persons, both individually and jointly, within the Engagement Team.
g) No NWAge entity other than NWAge (whether or not engaged in the Work) shall be liable for any damage on the part of the Client in connection with the Work. The limitations of liability contained in this Article 14 shall also operate for the benefit of all NWAge entities other than NWAge (whether engaged in the Work or not).
(h) The provisions of this article relate to both NWAge’s contractual and non-contractual liability to the Client.

15) INDEMNIFICATION
a) The Client shall indemnify NWAge against all claims by third parties arising from or connected with the Work performed or to be performed for the Client, unless such claims are the result of intent or deliberate recklessness on the part of NWAge’s executive staff. The indemnification shall also cover all damage and costs (including legal costs) suffered or incurred by NWAge in connection with such a claim.
b) The indemnification in paragraph 1 of this article is also stipulated on behalf of the persons, both individually and jointly, within the Engagement Team as well as the other NWAge entities engaged or not engaged by NWAge for the performance of the Work.

16) PROTECTION OF PERSONAL DATA
a) NWAge may process personal data concerning and/or provided by the Client (i) in the context of the Work, (ii) in the context of complying with legal obligations incumbent on NWAge, (iii) in connection with NWAge’s support of the provision of services to the Client, (iv) in relation to instituting or defending against legal action as well as (v) in relation to being able to approach the Client and/or persons working at/for the Client with information and with services from NWAge and third parties including other NWAge entities.
(b) Processing of personal data by NWAge in the context of the activities as stated in Article 16 paragraph A shall take place in accordance with applicable laws and regulations in the field of personal data protection (“Applicable Privacy Laws”), which includes, inter alia, the General Data Protection Regulation (“AVG”) and the General Data Protection Regulation Implementation Act (“UAVG”). NWAge may share Personal Data with other NWAge entities and/or third parties that NWAge engages in the (support of) the provision of services by NWAge.
Personal Data will only be shared to the extent necessary in the context of the aforementioned activities and to the extent consistent with Applicable Privacy Law. NWAge has appointed a Data Protection Officer (email: privacy@nwage.nl).
c) Insofar as NWAge processes personal data in the context of the Agreement, NWAge determines the purpose and means of the data processing, and thus acts as a data controller within the meaning of the AVG.
d) The Client has an independent duty to comply with the Applicable Privacy Law. The Client guarantees the lawfulness of the provision of the personal data to NWAge, and in so doing shall comply with all legal obligations incumbent on the Client in accordance with the Applicable Privacy Legislation, including the obligation to inform data subjects about the provision of their personal data to NWAge and the processing thereof by NWAge in the context of the Agreement. Information on the processing of personal data by NWAge can be consulted in the Privacy Statement on the NWage website www.nwage.nl and www.nwage.eu .
e) NWAge will implement appropriate technical and organizational
measures to secure personal data against destruction, loss, alteration or unauthorized disclosure and unauthorized access.
f) NWAge shall, where personal data provided by Client is concerned, inform Client if(i) a request is received from data subject seeking the exercise of their rights, (ii) a complaint or claim related to the processing of the personal data is received, and (iii)NWAge makes a notification pursuant to Art. 33 or 34 AVG.
g) Client shall, if requested by NWAge, provide all cooperation and information without unreasonable delay to comply with Applicable Privacy Laws, including but not limited to information and cooperation in relation to the exercise of data subjects’ rights and any personal data breaches.
h) The Client shall indemnify NWAge with respect to all third party claims arising from or related to non-compliance with the Applicable Privacy Laws by the Client. The indemnification shall include all damages and (litigation) costs suffered or incurred by NWAge in connection with such claim.

17) E-MAIL AND INTERNET USE
a) Client and NWAge may communicate with each other through electronic mail (e-mail), electronic storage (including cloud applications) and the Internet. There are risks associated with the use of e-mail, Internet and electronic storage, including (but not limited to) distortion, delay, interception, manipulation and viruses. NWAge is not liable for any damages that may result from the use of e-mail, electronic storage and/or the Internet. In the event of doubt as to the content or transmission of e-mail and/or electronic data storage, the data extracts from NWAge’s computer systems shall be decisive.
b) In the event of electronic transmission of information – including (but not limited to) reports – from (and on behalf of) the Client by NWAge to third parties, the Client shall be deemed to be the party signing and sending the information in question.
(c) NWAge shall not be liable to the Client for damages that may result from the use of electronic means of communication, networks, applications, electronic storage, or other systems including, but not limited to, damages resulting from non-delivery or delay in delivery of electronic communications, omissions, distortion interception or manipulation of electronic communications by third parties or by software/equipment used to send, receive or process electronic communications, transmission of viruses and failure or malfunction of the telecommunications network or other means required for electronic communications, except insofar as the damage is the result of intent or deliberate recklessness. The foregoing also applies to NWAge’s use thereof in its dealings with third parties.

18) CONFIDENTIALITY, STORAGE AND OWNERSHIP OF DOSSIER
NWAge shall maintain a file in connection with the Client’s engagement. NWAge takes appropriate measures to ensure the confidentiality and safe custody of the file and to preserve the files for a period acceptable for the proper practice of the profession and in accordance with statutory provisions and professional rules on retention periods. Records are the property of NWAge.

19) LIABILITY
To the extent not otherwise provided for in the General Terms and Conditions, rights of action and other powers of the Client against NWAge, on any basis whatsoever, shall expire no later than after one (1) year from the time the Client became aware or could reasonably have become aware of the existence of these rights and powers.

20) INDEPENDENCE
NWAge is obliged to comply with independence regulations of national and international regulators. In order to enable NWAge to comply with the relevant independence regulations, the Client is obliged to provide NWAge with timely, accurate and complete information regarding the legal structure and control relations of (the group to which) the Client (belongs), all financial and other interests and participations of the Client, as well as regarding all other (financial) joint ventures concerning his company or organization, all this in the broadest sense of the word.

21) NON-SOLLICITATION
During the performance of the Work and within one (1) year after the termination of the Agreement, the Parties shall not employ or otherwise engage or negotiate with the other party’s persons involved in the Work, except with the prior express written consent of the other party, which consent shall not be withheld on unreasonable grounds.

22) WWFT
Pursuant to the Prevention of Money Laundering and Financing of Terrorism Act (Wwft), NWAge is obliged to report an unusual transaction carried out or intended to be carried out, insofar as it is spotted within the framework of our regular activities, to the Unusual Transactions Disclosure Office.
In addition, pursuant to the Wwft, NWAge is obliged to carry out client research with respect to a potential client. This includes identification of the potential client and verification of its identity prior to the Work. NWAge may request the Client’s cooperation with respect to the client screening process.

23) NEGOTIATION
All rights and obligations arising from the Agreement which by their purport are intended to survive termination of the Agreement shall remain in full force and effect after termination.

24) TRANSFER
Neither party to the Agreement shall be entitled to transfer the rights and obligations arising under or related to the Agreement to a third party without the written consent of the other party.

25) APPLICABLE LAW AND FORUM CHOICE
The Agreement is governed by Dutch law. All disputes arising out of or in connection with the Contract shall fall under the exclusive jurisdiction of the competent court in the district in which NWAge is located. The United Nations Convention on Contracts for the International Sale of Goods (the ‘Vienna Sales Convention’) shall not apply.