General terms and conditions

1. Applicability
These general terms and conditions, hereafter to be called ‘terms’, are applicable to all of the services that are assigned to GTP B.V.

2. Acceptance and alteration of services
2.1: All verbal offers, proposals or agreements concerning services by GTP B.V., where these terms are applicable, occur with a written confirmation or actual execution of assignment by GTP B.V. The same goes for expansion, limitation or other alterations in the services to be performed. All proposals are based on the information given by the client.
2.2: Alteration of services can only occur with a written consent from both parties. If, during the execution of the service, it appears to GTP B.V. that the services to be performed differ from the proposal, GTP B.V. has the right to cease its activities. In which case GTP B.V. will confer with the client to assess possible continuation of its activities. In any case, GTP B.V. has the right to charge for the service as completed.
2.3: Protest against written confirmations by GTP B.V., should be made known to GTP B.V., in writing, within ten days after sending of this confirmation. In absence of a timely protest, client is considered in agreement with GTP B.V.’s written confirmation.
2.4: In situations where costs are exceeding, GTP B.V. will inform the client of this as soon as possible. Cost exceeding circumstances that cannot be attributed to GTP B.V., will be charged as extra work, unless both parties agree differently, in writing. In other comparable situations both parties will soon discuss the options to come to a just mutual agreement. A limitation of the services to be performed needs a written preceding consent.

3. Duration and termination of services
3.1: The time that is set for a specific project determines the duration of the services to be performed.
3.2: GTP B.V. can freely, without any obligation for compensation to the client and without notice, delay or cancel the services to be performed in case:
a) the client neglects to provide the data and documents needed for the execution of the service, or neglects to enable GTP B.V. to completely of partially execute the service;
b) the client cannot comply with its financial obligations to GTP B.V., including payment of advances, which result from accepted services to be performed;
c) force majeure temporarily or permanently obstructs continuation of the service. Force majeure is considered malfunction in the needed equipment, absence or disablement of key figures for the project, strike and absence or loss of information and documents that are vital to the project, in case these circumstances prohibit GTP B.V. from a timely and valid execution of the service and GTP B.V. has not been able to reasonably influence these circumstances, as well as all circumstances, events, causes or consequences, which occur outside of GTP B.V.’s influence and obstruct a valid and timely execution of the service by GTP B.V.;
d) consultation as intended in article 6.4 does not lead to agreement concerning the way of executing the service, including the speed of progress, or changes herein;
e) client becomes irrevocably bankrupt, or in any other way loses financial control.
3.3 Client can freely, without any obligation for compensation to GTP B.V. delay or cancel the services to be performed in case:
a) GTP B.V. lacks its contractual obligations to the client during a period of thirty days after date of delivery of service, unless this failing is a result of force majeure as mentioned in article 3.3 under c.;
b) GTP B.V. lacks it’s contractual obligations to the client during a period of sixty days as a result of force majeure as mentioned in article 3.3 under c.;
c) ) consultation as intended in article 6.4 does not within thirty days lead to agreement concerning the way of executing the service, including the speed of progress, or changes herein; GTP B.V. irrevocably becomes bankrupt, or in any other way loses financial control.

4. Availability of information/employers/workspace
In order to validly and timely complete the service, the client will beforehand supply GTP B.V. with the necessary documents and data. This also goes for the disposal of employers of client’s organization that are involved in the services to be performed by GTP B.V.. If GTP B.V. so requests then client will grant GTP B.V., without cost, the disposal of a workspace with internet access.

5. Involvement of a third party
The involvement of a third party in executing the service, will only occur after mutual agreement.

6. Guarantee and way of executing the service
6.1: Client is responsible for the use and application in his organization of GTP B.V.’s service, including backup, control and safety procedures and an adequate system management.
6.2: GTP B.V. is committed to execute its services in the best way possible. To that end GTP B.V. incorporates the needed expertise and delivers at dates agreed upon. Results cannot be guaranteed, because of the nature of the work.
6.3: GTP B.V. has full liberty – provided her obligations as stated in article 6.2 and the specific project – to decide on the way of execution and speed of the project.
6.4: GTP B.V. shall consult the client in the way of executing and speed of the projects and changes herein, in case this is appropriate according to GTP B.V. or asked for by the client in writing. GTP B.V. is not committed to directives from the client herein, if this could lead to GTP B.V. not being able to properly perform the service.

7. Complaints and liabilities
7.1: Complaints against services performed by GTP B.V. should be sent to GTP B.V., in writing, within thirty days, after client knows or reasonably could have known of a flawed performance of the service. The client is expected to notice the flaw when the project is complete and the results are handed in.
7.2: Liabilities should be preceded by a complaint as mentioned in article 7.1 and should be handed in, in writing, within thirty days after the complaint that relates to the liability has officially been made.
7.3: The dismissal of the terms as mentioned in article 7.1 and 7.2 concerning written form and terms result in GTP B.V. not being liable to the client for a flawed or untimely service performed, unless the client can prove he cannot be accountable for the dismissal of the terms.

8. Liability
8.1: GTP B.V. is liable for shortcomings in the execution of the service to be performed, in case these result from a dismissal of care and competence. The liability for the damage caused by shortcomings is limited to the total fee that GTP B.V. has received for that specific project. In case of projects that exceed the duration of six months, the liability is limited to the total fee of the last six months. Possible claims should be handed in within six months after notice of the shortcomings, after which this right will be rescinded.
8.2: GTP B.V. is not liable in case the services performed do not have the effect that the client anticipated.
8.3: GTP B.V. is not liable for damage caused by a flawed or untimely execution of the project, in case the client has not done all in his power to enable GTP B.V. to execute the service properly and timely, unless the client can prove that the damage cannot be caused by his shortcomings.
8.4: In deviation of the articles above, GTP B.V. is not liable in any way for damage caused by a flawed or untimely execution of the assignment, in case shortcomings are caused by force majeure as stated in article 3.2 under c.

9. Intellectual property rights
Models, techniques, instruments, including software, that are used in the execution of the service and are included in reports, are and continue to be, property of GTP B.V. Publication can only occur after a written consent by GTP B.V. The client naturally does have the right to multiply for use in his own company, in case this fits with the project. In case of interim termination of the project, the preceding statement is also applicable.

10. Confidentiality
GTP B.V. keeps all of the client’s information and data confidential. GTP B.V. will make sure that all precautionary measures are taken to protect the client’s interests. The client will not publicize GTP B.V.’s approach, methods, reports etc. to a third party without GTP B.V.’s consent.

11. Invoicing
11.1: GTP B.V. has the right to demand an advance payment of the total invoice and to continue or start its activities after receipt of this payment.
11.2: The total expenses as noted on the invoice depend on the size and nature of the project and tariffs as agreed by GTP B.V. and the client. The hiring of third parties will be charged to the client, after client’s consent.
11.3: Unless explicitly and agreed otherwise, in writing, GTP B.V. has the right to invoice monthly.
11.4: Complaints or objections concerning invoices sent by GTP B.V. can be sent to GTP B.V., in writing, within thirty days of invoice date. After this time the client is deemed to have consented with the invoice.

12. Payment and obligations
12.1: The client will pay within fifteen days from invoice date by money transfer to: BIC: PSTBNL21 - IBAN: NL90 PSTB 0004479033 with mention of invoice number. The client is in violation if he fails payment.
12.2: If the client does not fulfil his obligation of payment as described in article 12.1, 1% interest of the total invoice is owed to GTP B.V., including VAT per month. Part of a month is counted as a whole month.
12.3: If the client does not fulfil his obligation of payment as described in article 12.1 and 12.2, and GTP B.V. turns to a third party to collect payment, the client will pay 15% of the total invoice to GTP B.V. for collecting-charges, possibly increased with VAT and delay interest, undiminished by GTP B.V.’s right to collect full compensation, in case collecting-charges exceed 15% of the total invoice, possibly increased with VAT and delay interest.
12.4: Payments already made to GTP B.V. are first to decrease the owed charges, followed by owed interest, followed by remnant of the eldest invoice.

13. Continuity
13.1: In case the client changes or loses control of concerning project or company he will still be liable for the fulfilment of the obligations en terms concerning the project.
13.2: Projects and terms will remain valid in case GTP B.V. partly or completely changes its name, legal form, owner or composition.

14. Differences
Dutch law is applicable on all obligations from the project and services to be performed as agreed by GTP B.V. and the client.

(C) 2005 - All rights reserved

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