1. Definition

a. Magnifor Consulting B.V., Chamber of Commerce no. 93760175 hereafter called Magnifor Consulting.

b. Client: the party which Magnifor Consulting has entered into an agreement with.

c. Parties: Magnifor Consulting and Client together.

2. Applicability

a. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Magnifor Consulting.

b. Parties can only deviate from these conditions only if they have explicitly agreed upon in writing.

c. The Parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the Client or of third parties unless they have explicitly agreed upon in writing.

3. Offers and quotations

a. Offers and quotations from Magnifor Consulting are without engagement, unless expressly stated otherwise.

b. An offer or quotation is valid for a maximum period of three months from its date, unless another acceptance period is stated in the offer or quotation, except for the availability of certain individuals working or associated with Magnifor Consulting that were named as part of the offer or quotation. Their availability is subject to separate agreements.

c. If the Client does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.

d. Offers and quotations do not apply to repeated agreements unless the Parties have agreed upon this explicitly and in writing.

4. Acceptance

a. Upon acceptance of a quotation or offer without engagement, Magnifor Consulting reserves the right to withdraw the quotation or offer within three days after receipt of the acceptance, without any obligations towards the Client.

b. Verbal acceptance of the Client only commits Magnifor Consulting after the Client has confirmed this in writing (or electronically).

5. Prices

a. All prices used by Magnifor Consulting are in Euros, exclude VAT, and are exclusive of any other costs such as travel-costs, or other expenses, unless expressly stated or agreed otherwise.

b. Magnifor Consulting is entitled to adjust all prices for its products or services, shown on prior offers and quotations, or on its website, or otherwise, at any time.

c. The price regarding consulting services is determined by Magnifor Consulting on the basis of the actual working hours unless agreed differently between both Parties in writing.

d. The price is calculated according to the rates of Magnifor Consulting and valid for the period in which work is carried out, as agreed per offer or quotation, unless a different hourly rate has been agreed.

e. If the Parties have agreed on a total amount for a service provided by Magnifor Consulting, this is always a target price, unless the Parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.

6. Price deviations

a. Magnifor Consulting is entitled to deviate up from the target price when the assessment of hours needed per offer or quotation differs from the actual hours.

b. If the target price exceeds 20%, Magnifor Consulting must let the Client know in due time why a higher price is justified.

c. If the target price exceeds 20%, the Client has the right to cancel the part of the order that exceeds the target price by 20%.

d. Magnifor Consulting has the right to adjust prices annually.

e. Magnifor Consulting will communicate price adjustments to the Client prior to the moment the price increase becomes effective.

f. The Client has the right to terminate the contract with Magnifor Consulting if he does not agree with the price increase.

7. Payments and payment term – Services

a. The Client must pay invoices of Magnifor Consulting within seven days after receipt, unless Parties have made other agreements about this or if the invoice has a different payment term.

b. Payment terms are considered as fatal payment terms. This means that if the Client has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Magnifor Consulting having to send the Client a reminder or to put him in default.

c. Magnifor Consulting reserves the right to make their products and services conditional upon immediate payment or to require adequate security for the total amount of the services or products.

8. Consequences of late payment

a. If the Client does not pay within the agreed term, Magnifor Consulting is entitled to 5% compounded interest charge per month of the total late payment.

b. When the Client is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Magnifor Consulting.

c. The collection costs are calculated based on the reimbursement for extrajudicial collection costs.

d. If the Client does not pay on time, Magnifor Consulting may suspend its obligations until the Client has met his or her payment obligation.

e. In the event of liquidation, bankruptcy, attachment, or suspension of payment on behalf of the Client, the claims of Magnifor Consulting on the Client are immediately due and payable.

f. If the Client refuses to cooperate with the performance of the agreement by Magnifor Consulting, he is still obliged to pay the agreed price to Magnifor Consulting.

9. Suspension of obligations by the Client

a. The Client waives the right to suspend the fulfillment of any obligation arising from this agreement.

10. Settlement

a. The Client waives his or her right to settle any debt to Magnifor Consulting with any claim on Magnifor Consulting.

11. Guarantee

a. When Parties have entered into a service agreement, these services only contain best-effort obligations for Magnifor Consulting, not obligations of results.

12. Performance of the agreement

a. Magnifor Consulting executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

b. Magnifor Consulting has the right to have the agreed services (partially) performed by third parties.

c. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the Client.

d. It is the responsibility of the Client that Magnifor Consulting can start the implementation of the agreement on time.

e. If the Client has not ensured that Magnifor Consulting can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the Client.

13. Duty to inform by the Client

a. The Client shall make available to Magnifor Consulting all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.

b. The Client guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.

c. If and insofar as the Client requests this, Magnifor Consulting will return the relevant documents.

d. If the Client does not timely and properly provides the information, data or documents reasonably required by Magnifor Consulting and the execution of the agreement is delayed because of this, the resulting additional costs and/or extra hours will be charged to the Client.

14. Duration of the agreement

a. The agreement between Magnifor Consulting and the Client is entered into for an indefinite period of time, unless it results otherwise from the nature of the agreement, or the Parties have expressly agreed otherwise in writing.

b. If a fixed-term contract has been entered into, the agreement ends at the end of the fixed term. Unless one of the Parties terminates the contract before end-date with due observance of a notice period of two months, or if a Client and Magnifor Consulting agree in writing to extend the contract.

c. If the Parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the Client must give Magnifor Consulting a written reasonable term to terminate the activities before it may either terminate the contract or claim damages.

15. Cancellation of the contract for an indefinite period of time

a. The Client can terminate an agreement that has been concluded for an indefinite period at any time with due observance of a notice period of one month.

16. Intellectual property

a. Magnifor Consulting retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, writings, software (solutions), data carriers or other information, quotations, images, sketches, models, approaches, methodologies etc., unless Parties have agreed otherwise in writing.

b. The Client may not copy or have copied the intellectual property rights without prior written permission from Magnifor Consulting, nor show them to third parties and/or make them available or use them in any other way.

17. Penalties

a. If the Client violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Magnifor Consulting an immediately due and payable fine of € 100.000,- (one hundred thousand Euro) for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.

b. No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.

c. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Magnifor Consulting including its right to claim compensation in addition to the fine.

18. Recruitment clause

a. Without the intervention of Magnifor Consulting, the Client is prohibited to employ the (offered) consultant(s) and/or other staff working directing or indirectly for Magnifor Consulting, or deploying him/her otherwise, directly or indirectly, for interim management, project management, consultancy or similar work.

b. Should the recruitment clause in the preceding paragraph be breached, the Client shall pay Magnifor Consulting, without judicial intervention, an immediately due and payable compensation of € 100.000,- (one hundred thousand Euro), without prejudice to the Client’s obligation to compensate the loss sustained by Magnifor Consulting as a result of this.

19. Giving notice

a. The Client must provide any notice of default to Magnifor Consulting in writing.

b. It is the responsibility of the Client that a notice of default actually reaches Magnifor Consulting (in time).

20. Liability, indemnification for losses

a. Magnifor Consulting and its direct or indirect staff whether employed or otherwise contracted, shall not be liable for damage and/or loss, interest and costs the Client sustains as a result of non-compliance or incomplete compliance with the agreement between Magnifor Consulting and Client, or negligence on the part of Magnifor Consulting, except to the extent that damage and/or loss is concerned that occurred through a willful act or omission or gross negligence on the part of Magnifor Consulting and its direct or indirect staff whether employed or otherwise contracted.

b. To the extent that liability for this is not excluded, such liability shall be limited for Magnifor Consulting to € 100.000,- (one hundred thousand Euro).

c. The Client indemnifies Magnifor Consulting against all third-party claims that are related to the products and/or services supplied by Magnifor Consulting to the Client.

d. The right to claim damages shall lapse six (6) months after the loss event becomes known.

21. Dissolution

a. The Client has the right to dissolve the agreement if Magnifor Consulting imputably fails in the fulfillment of its obligations unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.

b. If the fulfillment of the obligations by Magnifor Consulting is not permanent or temporarily impossible, dissolution can only take place after Magnifor Consulting is in default.

c. Magnifor Consulting has the right to dissolve the agreement with the Client, if the Client does not fully or timely fulfill his or her obligations under the agreement, or if circumstances give Magnifor Consulting good grounds to fear that the Client will not be able to fulfill his or her obligations properly.

22. Force majeure

a. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Magnifor Consulting in the fulfillment of any obligation to the Client cannot be attributed to Magnifor Consulting in any situation independent of the will of Magnifor Consulting, when the fulfillment of its obligations towards the Client is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Magnifor Consulting.

b. The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.

c. If a situation of force majeure arises as a result of which Magnifor Consulting cannot fulfill one or more obligations towards the Client, these obligations will be suspended until Magnifor Consulting can comply with it.

d. From the moment that a force majeure situation has lasted at least 30 calendar days, both Parties may dissolve the agreement in writing in whole or in part.

e. Magnifor Consulting does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

23. Modification of the agreement

a. If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the Parties shall timely and in mutual consultation adjust the agreement accordingly.

24. Changes in the general terms and conditions

a. Magnifor Consulting is entitled to amend or supplement these general terms and conditions.

b. Changes of minor importance can be made at any time.

c. Major changes in content will be discussed by Magnifor Consulting with the Client in advance as much as possible.

25. Transfer of rights

a. The Client cannot transfer its rights deferring from an agreement with Magnifor Consulting to third parties without the prior written consent of Magnifor Consulting.

b. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

26. Consequences of nullity or annullability

a. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.

b. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Magnifor Consulting had in mind when drafting the conditions on that issue.

27. Applicable law and competent court

a. Dutch law is exclusively applicable to all agreements between the Parties.

b. The Dutch court of Amsterdam, The Netherlands, is exclusively competent in case of any disputes between Parties, unless the law prescribes otherwise.