General terms and conditions of:

concept

SpeQ Reports

2e Blokweg 12-A

7681 GR  Vroomshoop

The Netherlands

 

Registration number Chamber of Commerce for Oost Nederland: 08139529

-­------------------------------------------------------------------------------------------------------------

 

SECTION 1: APPLICABILITY

 

1.      These terms and conditions apply to all offers and to all agreements regarding an assignment and/or conducting work activities, including all agreements concerning the production of written recommendations, documents, reports, analyses, et cetera, on the part of SpeQ Reports, established in Vroomshoop, hereinafter called “SpeQ Reports”.

2.      The commissioning party/buyer is to be referred to as “the other party” in the remainder of this document.

3.      In those cases when these terms and conditions refer to written recommendations, documents, reports, analyses, et cetera, then this is also understood to mean any work that has been recorded on other media, such as computer disks, CD-Roms, disks or any other type of data-carrier. The dispatch of said written recommendations, documents, reports, analyses, et cetera, can be realised by means of regular mail, e-mail, fax or some other form of transfer, unless the parties explicitly agree otherwise in writing.

4.      Any terms and conditions to the contrary will only make up part of the agreement as entered into by the parties if and insofar as these have been explicitly agreed upon by both parties in writing.

5.      If the other party accepts and keeps an offer or a confirmation of an assignment that refers to these terms and conditions without any further comment, then this will mean that the other party agrees with the applicability of the terms and conditions.

6.      The fact that (part of) a stipulation in these general terms and conditions does not apply does not affect the applicability of the remaining stipulations.

 

SECTION 2: AGREEMENTS

 

1.      Agreements will not become binding prior to the written confirmation on the part of SpeQ Reports.

2.      Any supplements or changes to the general terms and conditions or any other changes or supplements to the agreement will not become binding prior to the written confirmation on the part of SpeQ Reports.

3.      The agreement is to specify the content of the assignment and/or work activities and, as far as possible, the duration of the assignment and/or work activities, as well as the commencement date and – if possible – the end date of the assignment and/or work activities.

 

SECTION 3: OFFERS AND REALIZING AGREEMENTS

 

1.      All proposals, offers, price lists, delivery times, et cetera, are without obligation, unless they include a period for acceptance. If a proposal and/or offer contains a tender without obligation and this tender is accepted by the other party, then SpeQ Reports has the right to withdraw the tender within two working days after having receive a notice of acceptance.

2.      All of the prices stated in proposals, offers, price lists, et cetera, are exclusive of VAT, any other levies as stipulated by the authorities and any expenses to be incurred within the scope of the agreement, including the costs of travelling and accommodation and any administrative costs and costs of shipping, unless otherwise agreed upon in writing.

3.      In the event that the government and/or collective industrial organisations introduce changes to the wages, terms of employment, social insurance, et cetera, between the date upon which the agreement is concluded and the realisation of the agreement, then SpeQ Reports has the right to pass the increases on to the other party. In the event that SpeQ Reports and/or a supplier issues a new price list that comes into effect during the period between the two afore-mentioned dates, then SpeQ Reports has the right to charge the other party based on the new prices.

4.     Any leaflets as shown/provided by SpeQ Reports, as well as any examples of analyses, software, models, illustrations and descriptions in proposals, prospectuses, catalogues, minor details and promotional materials, et cetera, as well as any other information provided by SpeQ Reports, are as accurate as possible yet only serve as indications. No rights can be derived from the materials referred to above unless otherwise agreed upon by the parties explicitly and in writing.

5.     conceptThe items referred to in the sub-section above will at all times remain the property of SpeQ Reports, unless otherwise agreed upon by the parties explicitly and in writing. These items are to be immediately returned SpeQ Reports upon request. They are not to be reproduced and/or made available to third parties for inspection without the written permission of SpeQ Reports.

6.     Any changes to an assignment that has already been provided in writing must also be provided in writing and must include a clear description of the changes concerned. Changes will not become binding for SpeQ Reports until after SpeQ Reports has confirmed these in writing. That stated in sub-section 6 of section 6 of these terms and conditions applies by analogy.

7.     All of the costs that could not be foreseen upon drawing up the proposal and that are the result of changes to the assignment at the initiative of the other party will be passed on to the other party.

 

SECTION 4: CALLING IN THIRD PARTIES

 

1.     SpeQ Reports is authorised to call upon third parties for the purpose of realising that which has been agreed upon.

2.     If it proves necessary to have the third parties as referred to in the above sub-section carry out work activities at the location of the other party and/or at some location as designated by the other party, then the other party is see to the facilities that these third parties may, in reasonableness, desire. SpeQ Reports and/or these third parties will not be charged any additional costs in this respect.

 

SECTION 5: DELIVERY AND TERMS OF DELIVERY

 

1.     The specified terms within which work activities are to be completed and/or items are to be delivered cannot under any circumstances be considered a deadline, unless explicitly otherwise agreed upon. SpeQ Reports must therefore be declared to be in default in writing in the event of the overdue delivery of the work activities and/or items.

2.     If the delivery and/or realisation of the work activities and/or items are to be carried out in phases, then each phase will be considered a separate transaction and can be invoiced accordingly. SpeQ Reports has the right to postpone the execution of a phase until the other party has approved the results of the previous phase in writing.

3.     In the event that it proves not to be possible to deliver the recommendations, documents, reports, analyses, et cetera, to the other party, and/or to conduct the work activities as agreed upon as a result of a circumstance of the other party, SpeQ Reports reserves the right to store said documents at the expense and risk of the other party. SpeQ Reports is to inform the other party in writing of said storage and/or the impediment of the realisation of the work activities that are to be conducted and is to also specify in that respect a reasonable term within which the other party is to enable SpeQ Reports to resume the work activities and/or to supply the recommendations, documents, reports, analyses, et cetera.

4.     In the event that the other party remains in default regarding the compliance to its obligations, even after the expiry of the reasonable term as designated by SpeQ Reports as referred to in the previous sub-section of this section, then the other party will be in breach of the agreement by the mere lapse of 1 (a single) month, beginning on the date of the storage and/or impediment with respect to the realisation of the work activities and SpeQ Reports will have the right to terminate the agreement, either entirely or partially, in writing and with immediate effect, without prior or further notice of default, without judicial intervention and without there being any obligation to provide compensation for damages costs or interest. SpeQ Reports will in such cases be authorised to destroy all of the recommendations, documents, reports, designs, et cetera.

5.     That stated in the above sub-section does not affect the obligation on the part of the other party to pay the price as stipulated and/or due, as well as any costs of storage or other costs.

6.     With respect to the financial obligations of the other party, SpeQ Reports is authorised to demand that the other party provides surety and/or makes payments in advance prior to delivering items and/or commencing with the work activities concerned. SpeQ Reports is at all times authorised to postpone the realisation of the agreement until the surety as demanded has been provided.

 

SECTION 6: PROGRESS DELIVERY, REALIZATION OF THE WORK ACTIVITIES

 

1.      SpeQ Reports is obligated to comply with the agreement in a professional and careful manner. This on the basis of the state of the art that then applies.

2.      SpeQ Reports, possibly in mutual consultation with the other party, is to determine how the agreement is to be carried out.

3.      If the deliveries and/or the work activities cannot be take place normally or without interruption due to causes that are no fault of SpeQ Reports, because certain information is not made available, for example, then SpeQ Reports has the right to charge any resulting costs to the other party.

4.      conceptIn the event that it is found during the realisation that the work activities as accepted by SpeQ Reports cannot be realised, this due either to circumstances not known to SpeQ Reports or to whatever reason beyond the control of SpeQ Reports, then SpeQ Reports has the right to demand that the assignment concerned be adjusted such that the realisation of the assignment is once again possible, except in the case that this will not under any circumstances be possible due to the unknown circumstances concerned or the circumstances beyond one’s control. SpeQ Reports will in such cases be entitled to full compensation for the work activities that it has already carried out.

5.      All of the expenses incurred by SpeQ Reports at the request of the other party will be totally at the expense of the last-mentioned party, unless otherwise agreed upon in writing.

6.      In the event that additional and/or extra work activities that fall outside the scope of that agreed upon are to be conducted (contract extras), then SpeQ Reports will inform the other party of such in writing and will at that time also specify the (extra) costs concerned. Any contract extras are to be mutually agreed upon between SpeQ Reports and the other party in writing.

7.      If SpeQ Reports initially sends the other party a draft version regarding the recommendations, documents, reports, analyses, et cetera, that it is to produce, then the other party will subsequently inspect this draft version and inform SpeQ Reports of its remarks/comments as soon as possible. SpeQ Reports will then adjust the draft version if necessary. A second draft version will be supplied at the request of the other party. Upon presenting or dispatching the final version of the recommendations, documents, reports, analyses, et cetera, produced, SpeQ Reports has the right to request that the other party to initial a copy for approval, page for page if required, and/or to sign as correct a statement regarding the delivery of the adjusted definitive version. If SpeQ Reports has requested in writing that the other party sign a statement of approval, irrespective of the manner in which such is to occur, then the other party will not be allowed to use the recommendations, documents, reports, analyses, et cetera, until the written approval has been returned to SpeQ Reports.

SECTION 7: SUPPLY OF DATA

 

1.      The other party is obligated to provide all of the data that SpeQ Reports, in its opinion, requires if it is to be able to adequately realise the agreement, this in the form desired and at a time to be determined at a later date.

2.      SpeQ Reports reserves the right to postpone the realisation of the agreement until that time that the other party complies with the obligation as referred to in the previous sub-section.

3.      The other party is to ensure that the data supplied is correct and complete. The other party indemnifies SpeQ Reports for any consequences that may be the result of the fact that the data is not correct and/or not complete.

4.      In any event in which the other party provides SpeQ Reports with information carriers, electronic files, software, et cetera, the other party guarantees that these do not contain any viruses and/or defects.

5.      The other party will inform SpeQ Reports of any developments that come about in its organisation that are or may be relevant to the realisation of the agreement and that may be relevant where it concerns granting supplementary and/or new assignments.

6.      SpeQ Reports will at all times observe confidentiality with respect to the data that is supplied by the other party and will not make this data available to third parties without the permission of the other party.

 

SECTION 8: CONFIDENTIAL INFORMATION

 

1.      Both parties are obligated towards one another to observe confidentiality with respect to all of the information provided within the scope of concluding and realising the agreement and/or information of which it can be concluded that the parties know (or should have assumed) that it should be considered and treated as confidential. This unless one of the parties is obligated pursuant to the law, a statutory regulation and/or a court ruling to provide the information referred to above to a third party and said party is not able to appeal to the right of non-disclosure, either based on the law or on a court ruling.

2.      Each of parties to the agreement is to take all reasonable measures required in order to guarantee the secrecy of all of the information from the other party that is confidential in nature.

3.      Both parties guarantee that their own personnel and any other persons involved in the realisation of the agreement under their supervision will observe the duty of confidentiality as referred to in this section.

4.      conceptSpeQ Reports bounds itself to immediately return to the other party any and all of the software, information carriers and other information that has been made available without delay and unconditionally within 5 working days after the other party has submitted a request to that end.

5.      SpeQ Reports is permitted to publish information concerning the services and work activities that it has carried out, as well as to re-use methods, (partial) analyses, et cetera, provided this takes place anonymously and in such a way that the privacy of the other party remains guaranteed.

 

SECTION 9: RISK REGARDING STORAGE OF INFORMATION

 

1.      SpeQ Reports bounds itself to ensure the proper storage of any data and/or information that is provided by the other party. Unless the contrary is proven, it will be presumed that SpeQ Reports has complied with this obligation.

2.      The other party bears the risk regarding any damage to or loss of data and/or information stored either at SpeQ Reports or at a third party, unless the damage or loss is attributable to intention and/or conscious recklessness on the part of SpeQ Reports.  

 

SECTION 10: FEE, COSTS AND DECLARATIONS

 

1.      The other party owes SpeQ Reports a fixed fee as agreed upon between the parties. In the event that no fixed fee is determined, the fee will be calculated on the basis of the number of hours spent, this subject to the applicability of the customary hourly rates of SpeQ Reports that apply during the period in which the work activities are to be carried out. Such, unless the parties have explicitly agreed otherwise in writing.

2.      In the event that urgency is required and/or if the realisation of the agreement requires that work activities be carried out by SpeQ Reports after 20.00h in the evening and during the weekend, then SpeQ Reports has the right to charge a special rate. Unless the parties have explicitly agreed otherwise, the rate for work activities on Saturday will equal 150% of the fee as agreed upon and 200% of the fee agreed upon for work activities on Sunday or holidays. 

3.      SpeQ Reports has the right to increase a fee that has been agreed upon if it is found during the realisation of the agreement that the amount of work as initially agreed upon or as initially expected by the parties upon entering the agreement proves insufficient and if this incorrect assessment cannot be attributed to a shortcoming on the part of SpeQ Reports and it cannot, in reasonableness, be expected that SpeQ Reports carry out the work activities at the fee as agreed upon.

4.      Expenses incurred by SpeQ Reports (out-of-pocket expenses) are also at the expense of the other party. These costs may include, although not exclusively, shipping costs and statements of expenses from third parties called upon.

5.      SpeQ Reports has the right to charge the other party with travelling hours and the costs of travelling.

6.      In the event that an arrangement for a meeting – including a visit to the offices of SpeQ Reports and/or the other party as well as a conference call, et cetera – is not (timely) met, then the other party will be charged for the time that has been reserved for that purpose based on the customary hourly rates of SpeQ Reports. The overdue compliance includes, among other things, cancelling a meeting less than 24 hours ahead of time.

7.      Upon concluding a (sub) task, SpeQ Reports will send the other party a declaration of the costs for the work activities conducted, this either once per month or once per quarter, unless explicitly otherwise agreed upon in writing or unless the assignment dictates otherwise.

8.      The specification of SpeQ Reports of time spent will be binding in the event of a disagreement regarding the number of hours spent and/or charged to the other party.

 

SECTION 11: COMPLAINTS

 

1.      The other party is obligated to immediately inspect any recommendations, documents, reports, analyses, et cetera, upon receipt. In the event that the other party detects any errors, then the other party is to inform SpeQ Reports accordingly within 24 hours and must then immediately send SpeQ Reports written confirmation. Any other complaints, including complaints regarding work activities already conducted, are to be reported to SpeQ Reports per registered mail within 8 days after having received the recommendations, documents, reports, designs, et cetera, concerned.

2.      In the event that a complaint as referred to above is not reported to SpeQ Reports within the appropriate time period, then the recommendations, documents, reports, analyses, et cetera, concerned will be considered to have been received in the proper state and the work activities will be considered to have been conducted correctly.

3.      Submitted complaints do not suspend the other party’s obligation to meet payments.

4.      SpeQ Reports is to be given the opportunity to investigate a complaint.

5.      In the event that that which has been delivered proves to require adjusting on the basis of something other than that stated in section 12, sub-section 4, then the adjustment concerned can only be realised at the expense and risk of SpeQ Reports if SpeQ Reports explicitly agrees to this beforehand in writing.

6.      Any damages concerned in the event of a rightful complaint will be settled in accordance with that stated in section 12.

 

SECTION 12: LIABILITY

 

1.      SpeQ Reports is to fulfil its task in a manner as can be expected of a company in its line of business, yet it accepts no liability whatsoever for damages, including consequential loss, direct trading loss, loss of profits and/or costs of discontinuation of operations, that are the result of acts or omissions on its part, on the part of its personnel and/or on the part of third parties that SpeQ Reports has called upon, except in the case of intent and/or deliberate recklessness on the part of the management and/or executive personnel.

2.      The liability of SpeQ Reports – on whatever grounds – is limited to the net price of the work activities that have been carried out, this without prejudice to that stated in the previous sub-sections of this section. Compliance with this guarantee is considered the only full compensation to apply.

3.      Without prejudice to that stated in the previous sub-section of this section, SpeQ Reports will not in any case be obligated to pay damages in an amount that exceeds the sum insured, insofar as the damages are covered by insurance as taken out by SpeQ Reports.

4.      Without prejudice to that which is stated in the sub-sections 2 and 3 of this section, SpeQ Reports will not in any case be obligated to pay damages in an amount that exceeds € 5,000. =.

5.      In the event that the recommendations, documents, analyses, et cetera, supplied prove to contain errors, inadequacies and/or defects and the other party has reported these to SpeQ Reports in accordance with that stated in section 11, then SpeQ Reports binds itself to correct or replace the recommendations, documents, reports, et cetera, concerned at no charge.

6.      In the event that the other party fails to timely or completely supply data, SpeQ Reports does not accept any liability for the timely and complete processing of the data concerned, nor for any resulting consequences for the other party.

7.      The term within which a claim can be made against SpeQ Reports for any compensation of damages determined is under all circumstances limited to a period of 6 months, this counting from the day upon which the indebtedness of the compensation has been established.

8.      The other party is to lose any rights towards SpeQ Reports, is liable for all damages and indemnifies SpeQ Reports against any claims on the part of third parties with respect to providing compensation for damages if and insofar as:

A. The damages as referred to above are the result of incompetent use on the part of the other party of the result of the work activities carried out and/or use of said result in conflict with instructions as provided by SpeQ Reports;

B. The damages as referred to above are caused by the fact that the other party did not act in compliance with the instructions and/or recommendations as provided by SpeQ Reports;

C. The damages as referred to above are the result of errors in, inadequacies and/or the incompleteness of the data, information carriers, et cetera, that has been supplied and/or prescribed to SpeQ Reports either by or on behalf of the other party (including recommendations, documents, et cetera, from third parties);

D. The damages as referred to above are the result of the fact that the other party has supplied SpeQ Reports with insufficient or incorrect information and SpeQ Reports has based and/or realised the execution of the work activities on said information.

 


SECTION 13: PAYMENT

 

1.      Payments are to be made within 14 days after the date of the invoice in a manner as indicated by SpeQ Reports and in the currency as specified on the invoice, unless the parties have explicitly agreed otherwise.

2.      In the event that an invoice has not been paid in full following the expiration of the term as referred to in sub-section 1:

A.    then the other party will be charged a credit limitation surcharge in the amount of 2%, this without any further notice of default being required;

         B.    then the other party will owe SpeQ Reports default interest in the amount of 2% per month, to be calculated cumulatively over the principal sum. Parts of a month will be considered full months in this respect;

         C.    then the other party, upon the request of SpeQ Reports, will owe at least 15% of the principal sum with respect to out-of-court costs as well as the default interest in the amount of an absolute minimum of € 150.00;

         D.    then SpeQ Reports has the right to charge the other party an amount of at least € 20.00 for administrative costs for each reminder, demand for payment, et cetera, that is sent. SpeQ Reports is to state this stipulation such in the agreement and/or on the invoice.

3.      In the event of the circumstances described above or under similar circumstances, SpeQ Reports, at its own discretion, may opt to (partially) terminate the agreement, this without further notice of default or an intervention by the court, with the option of claiming compensation of damages.

4.      In the event that the other party fails to timely meet its payment obligation, then SpeQ Reports has the right to postpone its obligations towards the other party regarding work activities until payment takes place or until adequate surety is provided to that end. The same applies even before the other party is in default in the event that SpeQ Reports has a reasonable suspicion that there are grounds to doubt the creditworthiness of the other party.

5.      Any payments made by the other party will be used to settle all interests and costs owed and subsequently to settle the due and payable invoices that have been outstanding for the longest time, unless the other party explicitly states in writing upon making a payment that the payment concerned regards an invoice of a later date.

6.      In the event that an assignment is awarded to more parties collectively, then the other parties will each be jointly and severally liable for the payment of the sum of the invoice in its entirety.

7.      In the event that the other party, on whatever grounds, has one or more counterclaims towards SpeQ Reports, or such will be the case later, then the other party renounces the right to any settlement with respect to this (these) claim(s). Said renunciation of the right to settlement also applies if the other party files for a moratorium on payments, or is declared bankrupt.

 

SECTION 14: INTELLECTUAL PROPERTY RIGHTS

 

1.      SpeQ Reports is and will remain the party entitled to the all of the intellectual property rights regarding the content and form of recommendations, documents, reports, analyses, et cetera.

2.      SpeQ Reports has the explicit and exclusive right to exercise the rights referred to in the previous sub-section – including the publication or transfer of data – this both during and following the conclusion of the assignment.

3.      The other party will gain the right of use only after paying an amount due to SpeQ Reports pursuant to an agreement concluded between the parties.

4.      The other party can dispose of the documents referred to in sub-section 1 of this section for its own use only. The other party is not entitled to use, reproduce, publish or make the documents known to third parties without prior permission from SpeQ Reports in writing, except for the purpose of its own use.

5.      By commissioning the editing, reproduction or multiplication of texts that are protected by copyright or any other intellectual property right, the other party states not to infringe upon the copyright or other intellectual property rights on the part of third parties and indemnifies SpeQ Reports both in and out of court with respect to any and all consequences, both financial and of any other nature, that result from this editing, reproduction or multiplication.

 

SECTION 15: RETENTION OF TITLE

 

1.     SpeQ Reports retains the right of ownership regarding the recommendations, documents, reports, analyses, et cetera, as supplied or to be supplied up until the time at which the other party meets the corresponding payment obligations towards SpeQ Reports.

2.     These payment obligations concern the payment of the price agreed upon, increased by the debts regarding services supplied that relate to the delivery, and also increased by debts relating to compensation for damages, if applicable, due to failure on the part of the other party to comply with its obligations.

3.     In the event that SpeQ Reports its right to the retention of title, then the agreement entered upon will be considered terminated, this without prejudice to the right of SpeQ Reports to claim compensation for damages, loss of profit and interest.

4.     The other party is obligated to immediately inform SpeQ Reports in writing of the fact that third parties have claimed rights to recommendations, documents, reports, analyses, et cetera, to which a retention of title applies pursuant to this section.

5.     The other party is obligated to take out insurance for the recommendations provided, documents, reports, analyses provided, et cetera, that fall under the retention of title with respect to damage due to fire, explosion and water, as well as theft, and to produce the policy of this insurance to SpeQ Reports for inspection upon request.

6.     The recommendations, documents, reports, analyses, et cetera, as supplied by SpeQ Reports and that fall under a retention of title may only be sold on to other parties by the other party within the scope of normal business operations.

concept

SECTION 16: RIGHT OF RETENTION

 

SpeQ Reports is authorised to postpone the delivery of written recommendations, documents, reports, analyses, et cetera, which it has produced for the other party in connection with the realisation of an assignment, including all of the data and documents provided by the other party, until the other party has met its payment obligations with respect to a (previous) assignment.

 

SECTION 17: BANKRUPTCY, NO AUTHORITY TO DISPOSE OF PROPERTY, ET CETERA

 

1.     Without prejudice to that stated in the other sections of these terms and conditions, the agreement entered upon between the other party and SpeQ Reports will be terminated without judicial intervention or any notice of default being required at the time that the other party is declared bankrupt, files for a (temporary) moratorium on payments, faces levying of an attachment, is placed under guardianship or under administration or loses the authority to dispose of (parts of) its possessions or its legal capacity in some other way, unless the guardian or administrator recognises the obligations resulting from the agreement as a debt of the estate.

2.     All claims on the part of SpeQ Reports towards the other party will immediately become due and payable on demand in the event of one of the situations referred to in the previous sub-section.

 

SECTION 18: FORCE MAJEURE

 

1.      In the event that SpeQ Reports is not able to comply with that to which it is obligated based on the agreement as entered upon with the other party and such is the result of a non-attributable non-compliance on the part of SpeQ Reports, or on the part of third parties or suppliers called upon for the realisation of the agreement, and/or in the vent that some other serious reason occurs on the part of SpeQ Reports, then SpeQ Reports has the right to terminate the agreement entered upon between the parties, and/or to postpone its obligations towards the other party for the duration of a reasonable period to be determined at the discretion of SpeQ Reports, this without being obligated to pay any form of compensation for damages. In the event that the situation as referred to above comes about after part of the agreement has been realised, then the other party is obligated to observe its obligations towards SpeQ Reports up until that time.

2.      Circumstances that are understood to be non-attributable non-compliance include, among others: war, riot, mobilisation, domestic and foreign commotion, government measures, strike and exclusion on the part of workers or the threat to that end and similar circumstances; disturbance of the exchange rates as these applied at the time of entering into the agreement; interruption of operations due to fire, accident or other incidents and natural disasters, this irrespective of the failure to (timely) comply occurs on the part of SpeQ Reports, its suppliers or any third parties that have been called upon by SpeQ Reports for the purpose of realising the agreement.

3.      In the event that the other party fails in any way to promptly comply with its obligations towards SpeQ Reports, suspends its payments, files for a moratorium on payments, bankruptcy, attachment under execution, assignment of the estate or the liquidation of the company of the other party, then all amounts owed by the other party to SpeQ Reports on the basis of contracts will become payable in full on demand.

 

SECTION 19: CANCELLATION AND TERMINATION

 

1.      The other party renounces all rights with respect to the termination of the agreement pursuant to section 6:265 a/o. Civil Code or other statutory regulations, unless termination has been agreed upon pursuant to the sub-section below.

2.      The other party can only terminate the agreement with the permission of SpeQ Reports. In such cases, the other party will owe SpeQ Reports compensation in an amount to be determined by SpeQ Reports. SpeQ Reports is entitled to – at its own discretion and depending upon the work activities already conducted – charge the other party 30 to 100% of the price agreed upon.

3.      The other party is liable towards third parties for any consequences of the termination and indemnifies SpeQ Reports in that respect.

4.      Any payments already paid by the other party will not be reimbursed.

 

conceptSECTION 20: APPLICABLE LAW/AUTHORISED COURT

 

1.      The agreement between SpeQ Reports and the other party is subject to Dutch law alone. Any disputes that result from this agreement are also to be decided in accordance with Dutch law.

2.      Any disputes will be presented to the Dutch court that has jurisdiction, although SpeQ Reports has the authority to institute proceedings before the court in the city/town where SpeQ Reports is established.

3.      Concerning disputes that result from an agreement that has been entered into with a party that is established outside the Netherlands, SpeQ Reports is authorised to act in accordance with that stated in sub-section 2 of this section or – at its own discretion – to present the disputes before the court with jurisdiction in the country and/or state in which the other party is established.