General Terms and Conditions of Business

with Value Loops BV

 

1     GENERAL

• Unless otherwise specifically agreed in writing, these General Terms and Conditions of Business (“Terms and Conditions”) apply to all Agreements under which Value Loops BV (Value Loops) delivers its services to its clients.
• All offers or proposals shall be subject to contract and shall not be binding on Value Loops unless contained in a written Agreement, which has been signed by the Value Loops Managing Director.
• Any offer or proposal shall expire on the 30th day after the offer is made unless such offer or proposal is accepted by the Client and embodied in said Agreement as previously defined above in Clause 1.2.
• No addition, alteration, variation or waiver of any term of the Agreement or these Terms and Conditions shall be binding unless agreed in writing by the parties. No Client’s conditions of order or purchase, and no other terms, conditions, particulars, standards, criteria, specifications or other matters, whether written or oral, express or implied, shall form part of or be deemed to be incorporated into the Agreement unless agreed in writing by the parties.

 

2     FEES AND EXPENSES

• There shall be a review of the fees and expenses every 6 months from the commencement of the Agreement. Value Loops is then allowed to alter agreed rates and expenses with a reasonable percentage according to market price developments. Value Loops will inform the client in writing at least 30 days in advance in case of such alteration will be effectuated.
• Value Loops applies working hours, according to the working week of the client. No overtime will be done unless agreed with the client.
• Time for travelling within The Netherlands to agreed locations where the services are to be delivered will not be charged unless two or more locations have to be visited in one day. In that occasion travelling to the agreed location, which will be visited first, will not be charged, but travelling to other locations at thonsame day will be charged as business hours. In case of travel to another country outside The Netherlands, as desired by the client, travelling will be charged as business hours.
• Value Loops will normally allocate for each Consultant/Coach, up to three weeks during each six-month period, to internal training and vacation. Every endeavour will be made to ensure that such time allocated is at days convenient to the Client.

• Unless otherwise agreed, invoices will be presented monthly and are payable within 14 days of the date thereon. If any sums, which are payable to Value Loops under this Agreement, are not paid within 14 days of the date of the invoice, Value Loops reserves the right to charge interest on a day-to-day basis from the original due date at the rate equal to the Legal Base Rate in force from time to time in The Netherlands, but the receipt or request for payment of such charges on overdue accounts will not prejudice any of Value Loops other rights in respect of the Client’s failure to pay on due date.

• The amounts payable to Value Loops under the Agreement are exclusive of any VAT (BTW in The Netherlands), or other turnover tax or withholding tax that must be paid at the rates from time to time in force.

• All charges shown are exclusive of all reasonable expenses unless otherwise agreed in writing.

• If any Consultant/Coach or his replacement become no longer available for any reason, Value Loops will supply a similarly experienced Consultant/Coach as soon as practical. If Value Loops fails to do so within a reasonable time, then the Client may cancel the outstanding part of this Agreement for which the relevant Consultant/Coach was responsible, but the Client shall have no further rights against Value Loops for his uncompleted performance.

 

3     PERFORMANCE AND PROJECT DURATION

• Unless otherwise specifically agreed in writing, the Client shall be responsible for the direction of the project, any associated deliverables and products developed, including other requirements referred to in this Agreement. Therefore, Value Loops will only assist the Client and provide competent personnel to develop the products or deliverables set forth either in specific or general terms in this Agreement.

• Value Loops shall use its best efforts to render the services set out herein within the terms of the Agreement. Unless specifically agreed in writing, the duration of the Agreement or any estimate of resources required reflects only an estimate of the time and effort required for completion of the project, ie. time is not of the essence. In the event of Value Loops failing to comply with any time estimate, the failure will not be deemed a breach of this Agreement giving the Client the right to claim for damages unless specifically provided for in writing in the Agreement.

• Where any Statement of work in the Agreement involves software or other deliverables requiring or implying acceptance tests, data, specifications or other criteria to be in whole or in part furnished by the Client, the Client shall agree with Value Loops upon the acceptance procedure and standards before work commences or within two months from the date of this Agreement. Any such acceptance procedure and standards shall appear as an agreed Schedule to the Agreement. If within two months acceptance tests and/or related criteria have not been agreed upon, Value Loops reserves the right to cancel the Agreement and the Client shall pay accrued fees and reasonable expenses representing the time and materials expended by Value Loops on the project as of the date of cancellation. Value Loops shall give written notice of its intention to cancel under this clause, and the Client shall have two weeks to agree upon acceptance tests and/or criteria before such cancellation shall be effective. The amount of accrued fees shall be based on the time and materials rates specified in the Agreement.

• The Client’s acceptance of the items delivered shall be deemed to occur two weeks after Value Loops delivers the items or products. Delivery without written objections given to Value Loops within two weeks shall be conclusive evidence that the client has examined the products or items and found them to be complete, in accordance with the agreed requirements, in good order and condition, and fit for the purpose intended.

• The Client will provide such hardware, software and technical facilities necessary for Value Loops to perform the project effectively.

• Value Loops will provide such independent reviews and advice from its senior management as may be useful to ensure the maximum effectiveness of the project. The Client will ensure availability of equivalent management for such reviews.

 

4     CONFIDENCE AND PROPRIETARY RIGHTS

• All information and trade or professional secrets disclosed to either party will be regarded as having been disclosed in confidence and will not be passed on by either party or utilised otherwise than in connection with the Agreement and shall remain the property of the party which made the disclosure unless otherwise agreed in writing.

• Notwithstanding the provisions in paragraph 4.1, any computer program, study, system or other product specifically commissioned hereby by the Client shall be and remain the property of the Client. Save as aforesaid, all information, methods, formulae, techniques, processes, system and programs devised or supplied by Value Loops and communicated to the Client shall be and remain the property of Value Loops. The Client shall at all times during the period of this Agreement with Value Loops and continuously thereafter keep confidential all such information, products, and systems so supplied or communicated to it and will not show or disclose the same to any person except the officers or employees or the Client whose duties cannot be fulfilled without such disclosure and the Client will procure that such officers and employees shall undertake in writing if required by Value Loops to keep such information confidential.

• Notwithstanding the provisions in paragraph 4.2, Value Loops shall be entitled to make and retain a copy of any study, computer program, system or other product, produced or developed under this Agreement, and shall be entitled to cite its services to the Client, in marketing and publicity statements.

 

5      CO-OPERATION

• The Client shall appoint a contact person who will communicate on behalf of the client with the involved consultant(s)/coach(es) of Value Loops in order to enable a proper execution of the project work.

• The Client shall use its best endeavours to co-operate with and assist Value Loops to such extent as Value Loops may reasonably require to perform this Agreement. Specific dedication of Client personnel to this project shall be agreed in writing as an amendment hereto. If any Consultant/Coach is delayed or precluded from starting or performing scheduled work under this Agreement due to the non-availability of Client personnel, records, data, machinery or any other cause within the reasonable control of the Client, Value Loops reserves the right to charge the fee rates and expenses specified in this Agreement while being unable to start or continue performance.

 

6     WARRANTY, LIABILITY AND DEFAULT

• For all claims howsoever arising in contract or tort, Value Loops’s total liability shall not exceed for any work assignment or order, the amount paid to Value Loops.

• Value Loops is only responsible or liable for any alleged defect or failure of performance under the Agreement, if the Client proves indisputably that the alleged defect or failure of performance results directly and solely from Value Loops and/or its involved consultant(s)/coach(es).

• Value Loops shall not be responsible for the loss of or damage to, howsoever arising, any document or data on Value Loops’s premises which was supplied by the Client or for any consequential loss arising from said loss or damage. The Client agrees to maintain back-up copies of any documents or data furnished to Value Loops.

• Each party shall give the other prompt written notice of any alleged defect or failure of performance under the Agreement promptly upon discovery.

• The party allegedly in default shall have a reasonable time and opportunity to cure any such defect or failure of performance. If such corrective action as is reasonably required has not been taken within a reasonable time, having regard to all the circumstances, the other party may terminate the Agreement without prejudice to any other rights it may have under the Agreement.

• All outstanding fees and expenses must be paid in full in accordance with the terms hereof and the Client shall not be entitled to withhold or make any deduction from any such payment.

• However, neither party’s liability under this Agreement or howsoever otherwise shall in any event extend to loss of profits or any other economic, consequential or indirect loss or damages whatsoever.

• Neither party shall be responsible or liable for any damages, delay or any other failure for performance caused by Acts of God, force majeure, terrorism, industrial disputes or other circumstances beyond their reasonable control.

• Where, upon investigation, it is found that any alleged defect or failure of performance was not due to the negligence, wilful act or omission of Value Loops, Value Loops may charge and collect for time and expenses incurred in investigating the allegation and for any other assistance given to the Client arising in that connection, at Value Loops’s fee and expenses rates set out in this Agreement or the then-current Value Loops’s rates.
• Except under the conditions and as provided above, Value Loops gives no warranty whatsoever, either express or implied by law or otherwise, regarding the services and/or products delivered pursuant to the Agreement. Accordingly, all warranties and conditions which may otherwise have been incorporated by statute or any applicable law or otherwise are hereby excluded insofar as such exclusion and exemption are permitted by law.

 

7     PATENTS, TRADE MARKS, COPYRIGHTS

Both parties shall use reasonable care to ensure that no programs, materials or information supplied by one to the other shall be such as to cause the other performing the Agreement to infringe any letters patent, registered design, trademark or copyright.

 

8      NON-COMPETITION/STAFF RECRUITMENT

• Each party agrees not to solicit, offer employment to, nor otherwise use the services of any Consultant/Coach of the other party or their related Companies during the term of this Agreement and for a period of six months thereafter unless such use is consented to in writing.

• In the event of the such unpermitted use or engagement by Client or its related company of any such Consultant/Coach whether directly or indirectly, in contravention of paragraph 8.1 above, Value Loops will receive a sum equivalent to six months’ fees on the date when such Consultant/Coach was first employed or his services used.

 

9      APPLICABLE LAW/INTERPRETATION

• This Agreement shall be governed by and construed in accordance with the laws of The Netherlands, and both parties hereby consent to the jurisdiction of the Courts of The Netherlands.

• This Agreement shall be the entire agreement between the parties in relation to the subject matter hereof to the exclusion of all antecedent or present representations, undertakings or agreements or warranties, expressed or implied.

• A failure or omission by either party to enforce any remedy for any breach of any term or condition in this Agreement shall not be construed as a waiver of such term or condition.

• Should any provision of this Agreement be held to be invalid or otherwise unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect.

• Any dispute which might arise because of this Agreement between the Client and Value Loops will be submitted to the court in ‘s-Hertogenbosch, The Netherlands.

 

10  DURATION OF THE AGREEMENT

• During the project work parties can agree to alter the project duration. In such case, the altered project duration will be documented by Value Loops and signed by both parties.

• The Agreement terminates because of completion of the project work by Value Loops or because of having spent the agreed amount of consulting days or because of having reached the agreed deadline.

 

11  INSOLVENCY

In the event that the Client shall cease conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a Liquidator or a Receiver for its business or any of its assets or shall avail itself of, or become subject to, any insolvency or the protection of rights of creditors, Value Loops may terminate this Agreement immediately but without prejudice to the exercise of any other rights or remedies available and any property of Value Loops, real, personal or intellectual, shall be forthwith returned.

 

12  TITLE

Notwithstanding the transfer of possession of any products or other materials which are the subject matter of this Agreement, no title shall pass in any such products until all payments due under this Agreement have been made by the Client. Where payment is not made in accordance with the terms of this Agreement, Value Loops reserves the right to recover any products or other materials delivered pursuant thereto but without prejudice to the exercise by Value Loops of any other rights or remedies, it may have as a result of such breach.

 

13  NOTICES

All notices required or permitted to be given under this Agreement may be sent to a party by ordinary first-class mail at the address shown herein, or to that party’s last known place of business unless that party gives written notice of an alternative address for the purpose of such service.  Such notices shall be deemed to have been served upon delivery but in the event of notices sent by first-class mail, they shall be deemed to have been served at the expiry of five days after posting.

 

14  RELATED COMPANY DEFINED

A “Related Company” of a party shall mean for the purposes of this Agreement any company in a group of companies which is owned 50% or more directly or indirectly by a common parent.