TERMS AND CONDITIONS

Article 1. General

These terms and conditions apply to every offer, quotation and agreement between Lilhen Consulting, hereinafter referred to as: "User", and a Client to which User has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing. These terms and conditions also apply to agreements with the User for the execution of which the User needs to involve third parties. These general terms and conditions have also been written for the User's employees and management. The applicability of any purchasing or other conditions of the Client is explicitly rejected. If one or more of the provisions in these general terms and conditions are, at any time, wholly or partially invalid or have to be annulled, the remaining provisions in these general terms and conditions remain fully applicable. User and the Client shall then consult in order to agree on new provisions to replace the null and void provisions, whereby the purpose and meaning of the original provisions shall be taken into account as far as possible. If any uncertainty exists regarding the interpretation of one or more provisions of these general terms and conditions, then the explanation should be found 'in the spirit' of these provisions. If a situation arises between the parties that has not been settled in these general terms and conditions, this situation should be assessed in the spirit of these general terms and conditions. If User does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that User would lose its right to require strict compliance with the provisions of these terms and conditions in other cases.

Article 2 Offers and quotations

1. All the User's quotations and offers are without obligation unless a deadline for acceptance was set in the quotation. If no acceptance period was set, no rights may be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the meantime. 2 User cannot be bound by his quotations or offers if the Client can reasonably understand that the quotations or offers, or part thereof, contain an obvious mistake or error in writing. 3. The prices given in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, postage and administration costs, unless otherwise indicated. 4. If the acceptance (whether or not on subordinate points) deviates from the offer included in the quotation, the User is not bound by it. The agreement will not be in accordance with this deviating acceptance, unless the User indicates otherwise. 5. A compound quotation does not oblige the User to perform part of the assignment at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 Duration of contract; terms of execution, transfer of risk, execution and amendment of contract; price increase

1. The agreement between the User and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing. 2. If a deadline has been agreed upon or indicated for the execution of certain activities or for supplying certain goods, it is never a deadline. If a term is exceeded, the Client should therefore give the User written notice of default. User should be offered a reasonable term to still execute the agreement. 3. User will execute the agreement to the best of his knowledge and ability. 4. User has the right to have certain activities performed by third parties. The applicability of Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is explicitly excluded. 5. If the User or third parties engaged by the User, within the framework of the assignment, carry out work at the Client's premises or at a location designated by the Client, the Client shall ensure the facilities reasonably required by those employees free of charge. 6. User is entitled to execute the agreement in several phases and to invoice the part thus executed separately. 7. If the agreement is executed in phases, the User can suspend execution of the parts belonging to a next phase until the Client has approved the results of the preceding phase in writing. 8. The Client ensures that all information, which the User indicates is necessary or which the Client should reasonably understand is necessary for executing the agreement, is supplied to the User in time. If the information required for executing the agreement has not been supplied to the User in time, the User is entitled to suspend execution of the agreement and/or charge the Client for the additional costs, resulting from the delay, according to the usual rates then applicable. The execution period does not start until after the Client has made the data available to the User. User is not liable for damages, of any kind, because User started from inaccurate and/or incomplete data provided by the Client. 9. If during the execution of the agreement it appears that for a proper execution it is necessary to modify or supplement the agreement, parties will timely and in mutual consultation adapt the agreement. If the nature, scope or content of the agreement, whether or not at the request or indication of the Client is amended and the agreement is thereby qualitatively and/or quantitatively amended, this may have consequences for what was originally agreed. As a result, the originally agreed amount may also be increased or decreased. User will provide a quotation of this in advance as much as possible. Due to an amendment to the agreement, the originally stated term of execution can also be changed. The Client accepts the possibility of amending the agreement, including the change in price and term of execution. 10. If the agreement is changed, including an addition, the User is entitled to execute it only after the person responsible within the User has given his approval and the Client has agreed to the price and other conditions indicated for execution, including the time to be determined when execution will take place. The non-execution or non-immediate execution of the amended agreement does not constitute a breach by the User and is no ground for the Client to terminate or cancel the agreement. 11. Without being in default, the User can refuse a request to amend the agreement if this could have consequences, in a qualitative and/or quantitative sense, for example for the work to be carried out in that framework. 12. If the Client should default in proper execution of his obligations towards the User, the Client is liable for all damages, direct or indirect, incurred by the User as a result. 13. Unless otherwise agreed in writing, fees will be determined on the basis of hours worked multiplied by the agreed rate or, as the case may be, Lilhen Consulting's rate valid at the time of execution, which rate may be increased annually on the basis of the usual inflation rates. VAT will be added to the rate. 14. If the User agrees with the Client on a fixed fee or price, the User is nevertheless entitled to increase this fee or price at any time, without the Client being entitled to terminate the agreement for that reason, if the increase in price results from an obligation under legislation or regulations or is caused by an increase in wages or on other grounds which could not reasonably have been foreseen at the time the agreement was entered into. 15. If the price increases, other than as a result of an amendment to the agreement, amounts to more than 10% and occurs within three months of the conclusion of the agreement, then only the Client, who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code, is entitled to dissolve the agreement by means of a written statement, unless the User is still willing to perform the agreement based on what was originally agreed; if the price increase results from an obligation resting with the User pursuant to the law; if it has been stipulated that delivery will take place more than three months after the contract was concluded.

Article 4 Suspension, dissolution and premature termination of the Agreement

1. The User is entitled to suspend compliance with his obligations or dissolve the agreement, if the Client does not, not fully or not in time comply with his obligations under the agreement, if after entering into the agreement circumstances become known to the User which give him good reason to fear that the Client will not comply with his obligations, if the Client, when concluding the agreement, was requested to furnish security for the fulfilment of his obligations from the agreement and this security is not provided or insufficient or if, due to a delay on the part of the Client, the User can no longer be expected to fulfil the agreement on the originally agreed terms. 2. Furthermore, the User is entitled to dissolve the agreement if circumstances arise of such a nature that complying with the agreement is impossible or if other circumstances arise of such a nature that the User cannot reasonably be expected to maintain the agreement unaltered. 3. If the agreement is dissolved, the User's claims against the Client become due and payable immediately. If the User suspends compliance with his obligations, he retains his claims under the law and agreement. 4. If the User proceeds with suspension or dissolution, he is in no way liable for compensation of damages and costs caused in any way. 5. If the Client can be blamed for the dissolution, the User is entitled to compensation for damages, including costs, incurred directly and indirectly as a result. 6. If the Client does not meet his obligations stemming from this agreement and this non-compliance justifies dissolution, the User is entitled to dissolve the agreement immediately and with immediate effect, without any obligation on his part to pay any compensation or indemnification, while the Client, by virtue of default, is obliged to pay compensation or indemnification. 7. If the User terminates the agreement in the interim, the User, in consultation with the Client, will ensure transfer of work still to be done to third parties. This is unless the Client can be blamed for the termination. If the transfer of the work results in extra costs for the User, these will be charged to the Client. The Client is obliged to pay these costs within the time frame stated, unless the User indicates otherwise. 8. In case of liquidation, of (request for) suspension of payments or bankruptcy, of attachment - if and insofar as the attachment has not been lifted within three months - at the Client's expense, of debt restructuring or another circumstance through which the Client can no longer freely dispose of his assets, the User is free to terminate the agreement at once and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or indemnification. The User's claims against the Client are, in that case, immediately due and payable. 9. If the Client cancels an order that has been placed, in part or in full, the work that has been done and the items ordered or prepared for it, plus any supply and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged to the Client in full.

Article 5 Force majeure

1. User is not obliged to fulfill any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and not for his account by virtue of the law, a legal act or generally accepted practice. 2. In these general terms and conditions force majeure is understood, in addition to what is understood in this respect in the law and in case law, to be any external cause, foreseen or unforeseen, over which the User cannot exercise any control, but which prevents the User from fulfilling his obligations. This includes strikes in the company of the User or third parties. The User is also entitled to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after the User should have fulfilled his obligation. 3. User may suspend its obligations under the agreement during the period of force majeure. If this period lasts longer than two months, each of the parties will be entitled to dissolve the agreement without any obligation to compensate the other party for damages. 4. Insofar as the User has already partially fulfilled his obligations arising from the agreement at the time when the situation of force majeure arises or will be able to fulfil them and insofar as independent value can be attributed to the part fulfilled or to be fulfilled respectively, the User is entitled to invoice the part already fulfilled or to be fulfilled respectively. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs

1. Payment must always take place within 14 days after the invoice date, in a manner indicated by the User in the currency of the invoice, unless indicated otherwise by the User in writing. User is entitled to invoice periodically. 2. If the Client fails to pay an invoice in time, the Client is legally in default. The Client shall then owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall be payable. The interest on the amount due and payable shall be calculated from the moment the Client is in default until the moment of payment of the full amount due. 3. User is entitled to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the current interest. User can, without being in default, refuse an offer of payment, if the Client indicates a different order for the allocation of the payment. User can refuse full repayment of the principal sum if the accrued interest and current interest and collection costs are not also paid. 4. The Client is never entitled to offset his debts to the User. Objections to the amount of an invoice do not suspend the payment obligation. The Client, who is not entitled to appeal to section 6.5.3 (articles 231 up to and including 247 book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason. 5. If the Client is in default of the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Client. The default of the Client, who is a natural person, not acting in the exercise of a profession or business (private client), shall become effective after he has been demanded to pay within fourteen days after the date of the demand and payment has not been made. The reminder shall also state the consequences of the failure to pay. The extrajudicial costs are calculated on the basis of what is customary in the Dutch collection practice. However, if the User has incurred higher costs for collection that were reasonably necessary and the Client is not a natural person acting in the exercise of a profession or business (business client), the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client shall also owe interest on the collection costs due.

Article 7 Retention of title

1. Any items delivered by the User within the scope of the agreement will remain the User's property. 2. The goods delivered by the User, which are subject to retention of title pursuant to paragraph 1, may not be resold. 3. The Client must always do everything that can reasonably be expected of him to secure the User's property rights. If third parties levy attachment on the goods, supplied under reservation of ownership, or wish to establish or assert rights to them, the Client is obliged to inform the User immediately.

Article 8 Guarantees, examination and complaints, limitation period

1. The goods to be delivered by the User comply with the usual requirements and standards that may reasonably be imposed on them at the time of delivery. 2. If the Client files a complaint, this does not suspend his payment obligation. In that case the Client also remains obliged to pay for that which he has ordered from the User. 3. If a complaint is reported later, the Client is no longer entitled to replacement or compensation. 4. If it has been established that an item is defective and a complaint about this was lodged in time, the User will replace the defective item within a reasonable period of time or ensure its repair or pay the Client a replacement fee. 5. If it is established that a complaint is unfounded, the costs incurred by the User, including research costs, will be charged to the Client in full. 6. After the guarantee period has expired, all costs will be charged to the Client. 8. Notwithstanding the statutory limitation periods, the limitation period for all claims and defences against the User and third parties involved by the User in executing an agreement, is one year.

Article 9 Liability

1. If the User should be liable, this liability shall be limited to what has been arranged in this provision. 2. The User is not liable for damages, of whatever nature, that have arisen because the User has based himself on incorrect and/or incomplete information provided by or on behalf of the Client. 3. If the User is liable for any damage whatsoever, the User's liability is limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates. 4. The User's liability shall in any case be limited to the amount paid out by its insurer in the case in question. 5. User is exclusively liable for direct damage. 6. Direct damage is exclusively understood to mean the reasonable costs incurred to establish the cause and the extent of the damage, in so far as such establishment relates to damage in the sense of these terms and conditions, any reasonable costs incurred to have the User's faulty performance fulfil the agreement, in so far as they can be attributed to the User, and reasonable costs incurred to prevent or limit damage, in so far as the Client can show that these costs have led to the limitation of direct damage as referred to in these general terms and conditions. User is never liable for indirect damages, including consequential damages, lost profits, lost savings and damages due to business interruption. 7. The limitations of liability included in this article shall not apply if the damage is due to intent or gross negligence on the part of the User or his managerial/subordinate staff.

Article 10 Indemnification

1. The Client indemnifies the User from any possible third party claims, who suffered damages in executing this agreement and for which the User cannot be held responsible. If the User, for that reason, should be addressed by third parties, the Client is bound to assist the User at law and otherwise and immediately do everything that may be expected of him in that case. If the Client remains in default in taking adequate measures, the User, without notice of default, is entitled to do so himself. All costs and damages incurred by the User and third parties as a result are fully at the Client's expense and risk.

Article 11 Intellectual property

1. User reserves the rights and powers he is entitled to under the Copyright Act and other intellectual laws and regulations. User is entitled to use the knowledge gained from the execution of an agreement for other purposes, to the extent that no strictly confidential information of the Client is brought to the attention of third parties.

Article 12 Applicable law and disputes

1. Dutch law applies exclusively to all legal relationships to which the User is a party, even if an obligation is fully or partially implemented abroad or if the party involved in the legal relationship has its place of residence there. The applicability of the Vienna Sales Convention is excluded. 2. The court in the User's place of business has exclusive jurisdiction to hear disputes unless the law prescribes otherwise. Nevertheless, the User has the right to submit the dispute to the court which has jurisdiction according to the law. 3. Parties will only appeal to the court after they have made an utmost effort to settle a dispute in mutual consultation.

Article 13 Location and modification of conditions

1. These terms and conditions are included with the quotation and available on the Lilhen Consulting website (www.lillen.nl). 2. Applicable is always the last sent version or the version that applied at the time of the conclusion of the legal relationship with User. 3. The Dutch text of the general terms and conditions shall always be decisive for the interpretation thereof.