GENERAL TERMS AND CONDITIONS OF TECHFORCE INNOVATIONS B.V.

Article 1. Definitions

For the purposes of these Terms and Conditions, capitalised terms are defined as follows:

1. Client: A natural person or legal entity that enters into a Contract with
2. Contract: The contract between the Client and TFI in which the Client issues an order for work to be performed by TFI.
3. Financial Support: Contributions, advances, subsidies, discounts, credit, payments for orders etc. provided or still to be provided by third parties.
4. Terms and Conditions: These General Terms and Conditions of TFI;
5. TFI: The private limited liability company TechForce Innovations B.V., with its registered offices, according to its Articles of Association, at Koninginneweg 32 BG, 1217 LA Hilversum
6. Work: The work and services that TFI performs in relation to the Contract, including, but not confined to mediation in the acquisition of Financial Support, in the broadest sense of the terms.

Article 2. Application

1. These Terms and Conditions apply to all Contracts and all offers of TFI. The application of any general terms and conditions of the Client, or of any other terms and conditions, is ruled out.
2. Derogations from these Terms and Conditions are effective only to the extent that they are explicitly agreed in writing (and signed) by TFI and the Client in advance, and apply only for the altered provisions of the relevant Contract. Changes and additions to any provisions of the Contract are valid only if and to the extent that they are agreed by TFI and the Client in writing and relate solely to the relevant underlying Contract.
3. If a Contract is entered into jointly by two or more Clients, each of them is jointly and severally liable for full, correct and timely compliance with their obligations under the Contract.
4. If TFI permits derogations from any item and/or part of these Terms and Conditions, explicitly or tacitly, for shorter or longer periods, this is without prejudice to TFI’s right to direct and strict compliance with the Terms and Conditions for the future or in any other respects. If TFI has not exercised one or more of its rights under these Terms and Conditions, or has not done so in full for a period, the Client may derive no rights from this.
5. If one or more provisions of these Terms and Conditions prove to be null and void, are overturned or lose their legitimacy by other means, the other provisions of these Terms and Conditions remain in effect in full, to the extent that this is consistent with the purport of these Terms and Conditions. The parties shall also consult about provisions that have lost their legitimacy on one of the aforementioned grounds, in order to realise a replacement regulation which is consistent with the purport of the regulation to be replaced as far as possible and which preserves the purport of these Terms and Conditions.

Article 3. Offers, quotations and realisation of the Contract

1. A compiled quotation does not oblige TFI to execute part of the offer for an equivalent part of the quoted price. Quotations or offers do not automatically apply for future orders.
2. If the Client accepts an order confirmation or an offer made by TFI by signing this, or by issuing written notice of its acceptance, the Contract is entered into and the Client declares that it has taken cognizance of these TFI Terms and Conditions and that it accepts the application of these Terms and Conditions.
3. Until the Contract has been entered into, TFI reserves the right to deploy its (personnel) capacity elsewhere.

Article 4. Execution of the Contract

1. TFI has a best efforts obligation to perform all work relating to the Contract to the best of its ability and insights, in accordance with the requirements of good professional practice.
2. Because the term of the Contract may be influenced by many different factors, the terms within which TFI’s work must be completed and delivered are in no case final terms.
3. The acquisition of all Financial Support received or still to be received by the Client during the term of the Contract (or third party pledges for such support) shall be attributed to (the work of) TFI. Financial Support received or still to be received by the Client after the termination of the Contract in relation to a particular project to which the Contract related (partially or in full) shall also be attributed to (the work of) TFI. Article 6 applies to this Financial Support.
4. TFI has the right to deploy third parties in the execution of the Contract. In no case is TFI liable for the work and other actions of such third parties. The costs of third parties shall not be borne by the Client without written consent.
5. TFI shall inform the Client of progress with the execution of the Contract (at a time to be determined at TFI’s own discretion).

Article 5. Cooperation by the Client

1. The Client is required to inform TFI in good time of facts and circumstances that may be of importance in relation to the execution of the Order Contract.
2. In the case of a project relating to certain Financial Support, the Client is independently responsible for keeping proper project accounts in accordance with the guidelines for the relevant Financial Support (or at least the regulation/tender documents for this).
3. To the extent that TFI is, in its own view, dependent for the execution of the Contract on data, documents or other information (‘data’) to be provided by the Client, the Client shall provide such data immediately on TFI’s earliest request, in the form required by TFI. TFI explicitly does not have the obligation to check such data for accuracy and suitability. The Client guarantees TFI that the data are accurate, that they do not breach any rights (such as intellectual property rights) and that the Client is authorised to provide such data to TFI.
4. The Client shall arrange for the timely and full provision of data to TFI. If the data necessary for the execution of the Contract are not provided to TFI, or are not provided in good time and/or in full, TFI has the right to suspend execution of the Contractand/or to charge the Client the costs arising from the delay. TFI is not liable for defects in work delivered to the Client that result from defective data provision by the Client.

Article 6. Fees and payment

1. The execution of the Contract may take place on the basis of a fixed price, a fee for hours worked (always for TFI’s rates applying at that time), post-calculation or payment of a sum equal to a percentage of Financial Support to be pledged to the Client by third parties. An offered or agreed guide price applies as an estimate of the costs, without obligation.
2. Unless otherwise agreed, the following payment conditions apply:
   1. In the case of a fee for hours worked or on the basis of post-calculation: invoicing and payment following delivery of the work, or if delivery takes place in phases, following the delivery of each phase.
   2. In the case of a percentage of Financial Support received, pledged or to be pledged: invoicing shall take place in proportion – i.e. in parts – to the period to which the Financial Support relates.
3. The Client shall settle each invoice within thirty days of the invoice date, in full (not in parts), through transfer to a bank account to be designated by TFI. Settlement and set-off of debts are ruled out.
4. All prices used are denominated in euros, exclusive of VAT (and of any other taxes and duties imposed by the government). Exceptional expenses (such as foreign travel and accommodation expenses, translation costs and legal fees) incurred by TFI are not deemed to be included in the price and shall be charged separately by TFI. TFI reserves the right to change or revise prices. TFI shall issue notice of such price changes at least thirty days in advance.
5. If the Client fails to meet its payment obligations, or fails to do so promptly or in full, it is deemed to be in default immediately, with no notice of default being required. In that case, the client immediately owes interest on the outstanding amount at the legal commercial rate (plus two per cent) and the full legal and out-of-court collection expenses actually incurred. TFI has the right in that case to immediately suspend further execution of the Contract and to prolong any delivery term or to defer the delivery date.

Article 7. Duration and termination

1. Unless otherwise agreed, the Contract is entered into for the completion of the work. The Client may cancel a Contract entered into for the completion of the work at any time, by registered mail, stating its reasons, but only for payment to TFI of the full outstanding fee for the entire Contract (in accordance with Article 6 of these Terms and Conditions). The Client may cancel a Contract entered into for a fixed term before the expiration date, by registered mail, stating its reasons, taking effect from the first day of a month, in observance of a notice period of three months. TFI may cancel any contract at any time before the expiration date by registered mail, without observing any notice period and without being held liable to the Client for any compensation for damages.
2. Without prejudice to TFI’s statutory powers and without liability for any compensation for damages, TFI has the right to terminate the Contract with immediate effect, and without prejudice to its right (if applicable) to claim repayment of amounts already paid and/or compensation for damages, without the intervention of a court, if:
   1. The Client fails to comply with its contractual obligations, even after notice of default has been issued (if required);
   2. The Client is placed in receivership, or there is a threat of the Client being placed in receivership;
   3. The Client applies for or is granted a mandatory liquidation order or debt rescheduling arrangement, or an event takes place or a situation arises that is similar to one of the aforementioned events or situations, which is also deemed to refer to the threat of the occurrence of such circumstances, or
   4. A change of circumstances arises in which maintenance of the Contract is no longer warranted.

3. On termination of the Contract for any reason or on any grounds whatsoever, all TFI’s receivables from the Client become payable on demand and the Client holds liability for this in the event of non-compliance with this requirement, and all provisions of the Contract and of these Terms and Conditions that, by their nature, continue to remain in effect in full.
4. On termination of the Contract, each party is required to return to the other party, without delay, all goods, articles and documents in its possession that belong to that other party.

Article 8. Prohibition on recruitment of personnel

1. During the execution of the contract and for one year following the termination of the Contract, no party may employ employees who are, or who were involved in the execution of the Order in the service of the counterparty, or to negotiate employment with such employees, without prior consultation of the other party.
2. A party that employs one or more employees of the other party despite this recruitment prohibition is required to pay that other party at least the recruitment costs that the other party will need to incur in order to recruit replacement employee(s).

Article 9. Liability and indemnification

1. If TFI fails to comply with one or more of its obligations under the Contract, the Client shall issue it with written notice of default by registered mail, at all times granting TFI a reasonable term of at least fourteen working days in which to still comply with its obligations, without prejudice to the provisions of Article 1 of these Terms and Conditions.
2. If, following the expiration of the restoration term, TFI attributably fails to comply with its obligations under this Contract, its liability to the Client for compensation for damages suffered by the Client is limited at all times to damages that are the direct result of such non-compliance and to the amount of the most recent invoice of TFI, without further additional compensation for damages and, in the event of dissolution of the Contract, TFI has also, with the payment of such compensation for damages, met its restoration obligation as far as possible (without prejudice to the provisions of Article 7.3 of these Terms and Conditions). TFI’s liability for loss of revenue/earnings (including the loss of sales) or losses suffered, or any other form of damages, including consequential loss, is ruled out at all times. ‘Consequential loss’ is deemed to include all forms of damage that are not the direct consequence of the attributable non-compliance but that result from the original damages, including reputational damage. In no case may any additional compensation for damages be claimed from TFI. The provisions of this paragraph do not apply if the Client is not subject to Article 6:235 of the Dutch Civil Code.
3. TFI is not liable for shortcomings that cannot be attributed to it, such as shortcomings resulting from natural disasters, fire, malfunctions in communication networks, traffic problems or strikes. In that case, TFI has the right to suspend execution of the Contract for one month, without prejudice to the Client’s obligations. If the force majeure situation continues after that month, both parties have the right to dissolve the contract out of court, in writing, with no liability for any compensation for damages and no right to any compensation for damages.
4. The Client is fully responsible and liable to TFI for all actions in breach of the Contract and all unlawful actions relating to the Contract.

Article 10. Confidentiality

1. The parties shall treat all confidential information (such as any technical information, information on suppliers, clients, users, visitors and other relations, software, computer programmes, guidelines, payment details and information on business processes) regarding each other that they receive in relation to the Contract in the strictest confidence and shall not use or disclose this without the prior written consent of the other party, unless disclosure is required of TFI by authorities on legal grounds.
2. TFI has the right to show the Client’s name and its brand name and logos in its portfolios and business documents for promotional purposes if the Client grants written consent for this.

Article 11. Intellectual property rights

1. In their relationship, the parties shall treat all work and products of TFI, including computer programmes, system designs, working methods, advice, (model) contracts and other intellectual products of TFI, in the broadest sense, as being protected by intellectual property rights (including copyright and databank rights).
2. The Contract shall not result in any way in a transfer of intellectual property rights to TFI’s work or to a licence to use such intellectual property rights. The Client has the right to use TFI’s work only for the purposes of the Contract.

Article 12. Other provisions

1. The Contract replaces all previous oral and/or written contracts entered into in this regard.
2. The Contract is governed solely by Dutch law. In the first instance, all disputes between the Client and TFI shall be submitted solely to the competent court in Amsterdam, unless otherwise required by mandatory law and without prejudice to TFI’s right to submit a dispute to any other competent court.

TechForce Innovations B.V.

Hilversum, 3 January 2013

Trade Register No. 34102722