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General conditions

I - GENERAL SECTION

Article 1: General provisions

• Management Drives is the trade name of Management Drives Holding B.V. and its affiliated subsidiaries, hereinafter referred to as the: ‘Management Drives Group‘ or ‘Management Drives’, with its registered office at Herenlaan 2, 3701 AT Zeist.

• These General Terms and Conditions apply to all agreements concluded between Management Drives and another Party, hereinafter referred to as: the ‘Other Party’.

• General Terms and Conditions of the Other Party are hereby expressly rejected.

• Deviations from these General Terms and Conditions will only be binding if and in so far as they have been confirmed in writing by Management Drives and only as regards the assignment for which the relevant deviation has been agreed.

• If one or more of the provisions of these General Terms and Conditions are invalid, contrary to the law or unenforceable, this does not affect the validity of the other provisions.

Article 2: Formation of the agreement

• Unless explicitly stated otherwise in writing, all offers, including all offers made by Management Drives, will be without obligation.

• Offers will be valid for a period of thirty (30) days, unless explicitly stated otherwise.

• An agreement is concluded by the written or electronic confirmation of Management Drives.

• Offers and/or agreements are based on the information provided by the Other Party at the time the offer and/or agreement was made. The Other Party will ensure that all information that Management Drives indicates is necessary or that the Other Party reasonably understands or ought to understand is necessary for the performance of the agreement is made available to Management Drives in good time and in the desired form and manner.

• Amendments and/or additions to the agreement are only binding on Management Drives if they have been explicitly confirmed in writing by Management Drives.

• If the agreement with Management Drives concerns the use of the Management Drives system, the Other Party must agree to the terms of use of the Management Drives system.

Article 3: Performance of the agreement

• Management Drives will make every effort to perform the agreement with due care. The obligations arising for Management Drives from any agreement are best-efforts obligations and therefore never obligations of result.

• The assignments are given exclusively to Management Drives. Management Drives will subsequently decide which person or legal entity will actually perform the agreement with the Other Party.

• During the term of the agreement, amendments and/or additions to the agreement will only be valid if they have been agreed in writing. If the amendment or addition results in additional work, Management Drives will, to the best of its ability, provide an estimate of the additional costs and time schedule. The Other Party will approve or reject the amendment to the agreement within a reasonable period of time, but no later than within one (1) week of receiving notice of the amendments and/or additions.

• Management Drives has the right to replace the person who has been deployed for the performance of the agreement by one or more other persons with qualifications that are the same as or higher than those of the person being replaced. Such a replacement will not be made until the Other Party has been consulted.

Article 4: Delivery periods

• Management Drives determines the delivery periods for goods and/or services in the agreement to the best of its knowledge and ability. The delivery periods are guidelines and are therefore never strict deadlines for Management Drives, unless otherwise confirmed in writing by Management Drives.

• Management Drives is not liable for any loss resulting from failure to meet the delivery deadline.

• If reasonably possible, Management Drives will notify the Other Party as soon as possible if there is a risk that any deadline will be exceeded. If this situation arises, the parties will consult each other and Management Drives will be given a reasonable period in which to provide the desired services.

• In the event that Management Drives is affected by a situation of force majeure, as described in Article 10, Management Drives will have the right to postpone the delivery date by an appropriate period of time.

Article 5: Payment

• All prices are net and are, unless explicitly agreed otherwise, in euros (€) within the eurozone and in dollars ($) outside the eurozone, excluding turnover tax and/or other taxes and levies imposed by the government, shipping and transport costs and travel and accommodation costs.

• Payments must be made in accordance with the payment terms stated in the offer or invoice respectively. If no specific conditions are stated, payment must be made within fourteen (14) days of the invoice date, being a strict deadline, unless otherwise agreed.

• Only Management Drives is entitled to set off outstanding debts of the Other Party against claims against the Other Party.

• If an invoice has not been paid within the stipulated payment term, the Other Party will be obliged to pay contractual interest on the outstanding amount, equal to the statutory commercial interest pursuant to Section 6:119a of the Dutch Civil Code, until the day of payment in full. If payment is not made after a first reminder, the Other Party will be obliged to pay all judicial and extrajudicial costs, amounting to at least 15% of the invoice amount. If an invoice is not paid within the payment term, Management Drives will be entitled to suspend its activities without being liable for the consequences.

• Management Drives is entitled to increase its rates with effect from 1 January (01/01) of each year if it is confronted with changes in its cost structure as a result of generally applicable government measures. Management Drives also reserves the right to increase the agreed prices once a year, after informing the Other Party.

Article 6: Confidentiality

• Management Drives and the Other Party impose on each other the obligation to observe strictest secrecy concerning all that the parties have gained knowledge of within the context of an agreement. More specifically, they will maintain confidentiality with respect to all business information and all other information the confidential nature of which they were or ought to have been aware of.

• The parties guarantee that their employees and/or third parties engaged by them will comply with this obligation to observe confidentiality. If this requires a special nondisclosure agreement, the parties will cooperate in concluding such an agreement.

Article 7: Privacy and data processing

• In the performance of an agreement, Management Drives processes, whether or not via an authorised third party, personal data as referred to in the General Data Protection Regulation (GDPR). Management Drives hereby qualifies as ‘controller’ and as ‘processor’ within the meaning of the GDPR.

• If Management Drives processes personal data, it will do so in accordance with the provisions of the GDPR, all applicable legislation and regulations and the Privacy Statement and Cookie Policy of Management Drives. This policy can be found at managementdrives.com/en/legal.

• Management Drives takes appropriate technical and organisational measures to protect the personal data of data subjects against, inter alia, loss, theft or alteration and also imposes this obligation on third parties, such as its subprocessors.

• If Management Drives qualifies as processor within the meaning of the GDPR, it will conclude a data processing agreement with the controller. The standard data processing agreement used for this purpose can be found at the partner portal on managementdrives.com

• If, in the context of an agreement with Management Drives, the Other Party qualifies as controller, the Other Party will be obliged to comply with the GDPR, all other applicable legislation and regulations and the Privacy Statement and Cookie Policy.

• If an agreement between Management Drives and a controller ends or is terminated, Management Drives will take over the role of controller. Management Drives will retain the personal data and will take technical and organisational measures to protect these personal data.

Article 8: Intellectual property

• All copyrights, patent rights, trade names, trademarks and other intellectual and industrial property rights relating to the products and/or creations of the mind of the Management Drives Group that are contained in, inter alia, documentation, the Management Drives system and its updates with associated applications and the services developed by Management Drives that are released and/or made available to the Other Party by Management Drives, are vested at all times in Management Drives Holding B.V.

• The Other Party is expressly prohibited from reproducing, modifying, deleting or making unrecognisable, publicising, providing access to or operating these products and/or creations, whether or not to or by engaging third parties, without the explicit permission of Management Drives or for a purpose other than that for which Management Drives has granted a right of use.

• Rights of use granted by Management Drives to the Other Party for any of the aforementioned intellectual property rights will only take effect after payment by the Other Party has been made and it has fulfilled the other obligations resting on it.

Article 9: Liability

• Management Drives is not liable towards the Other Party and the persons who, by virtue of any legal relationship with the Other Party, perform the agreement or are involved in its performance, for any loss of profits, income, use or contracts, or for any indirect, special or consequential loss.

• Except in the event of intent and/or gross negligence, the liability of Management Drives for direct loss pursuant to or in connection with this Agreement is limited at all times to €50,000, irrespective of whether this liability arises from an agreement (including any form of compensation), indemnification, unlawful act (including negligence) or otherwise.

• The Other Party indemnifies Management Drives against any action by third parties against Management Drives to the extent that this action is the result of an act or omission on the part of the Other Party and/or the persons who, by virtue of any legal relationship with the Other Party, perform the agreement or are involved in its performance, unless the act or omission is the result of Management Drives’ failure to comply, or failure to comply in time or properly, with its contractual obligations.

• The Other Party may only claim compensation for its loss if it has served notice of default on Management Drives and Management Drives has not proceeded to comply or remedy the unlawful situation within the set reasonable period of time. The obligation to serve notice of default is cancelled if compliance or remedy is permanently impossible.

Article 10: Force majeure

• In case of force majeure, the obligations of the parties will be suspended. A force majeure situation exists if all or part of the performance of the agreement is prevented, temporarily or permanently, by circumstances beyond the control of the parties and/or by circumstances on the part of Management Drives.

• If the situation of force majeure lasts longer than sixty (60) days, both parties will be entitled to terminate the agreement in writing in respect of that part of it which has not yet been performed, without either party being obliged to pay the other party any form of compensation.

• If, when a circumstance of force majeure arises, Management Drives has already partially performed its obligations or is only able to perform its obligations partially, it will be entitled to invoice separately the part already performed or which it is able to perform and the Other Party will be obliged to pay this invoice.

Article 11: Amendments

• Management Drives reserves the right to amend its General Terms and Conditions. At the time of the amendment, the new policy will automatically be in force and replace the previous version. Since amendments may be made, Management Drives advises all parties that come into contact with the products and/or services of Management Drives to regularly review these General Terms and Conditions. These General Terms and Conditions were last amended on 6 November 2019.

Article 12: Disputes

• The legal relationship between Management Drives and the Other Party is governed exclusively by Dutch law. Disputes will be settled by the competent court in the district in which Management Drives has its registered office.

• If a translation of these General Terms and Conditions has been sent to the Other Party, the Dutch text will prevail.

II - SPECIAL SECTION - COURSES AND/OR TRAINING PROGRAMMES

The agreement between Management Drives and the Other Party to provide courses or training programmes is, in addition to Articles 1 to 12 of the General Section, subject to Article 13 of this Special Section II of these General Terms and Conditions.

Article 13: Performance of the work

• Management Drives has the right to combine courses or training programmes it provides with one or more other courses or training programmes, or to schedule them for a later date or time if Management Drives is of the opinion that the number of persons signed up by the Other Party gives reason to do so.

• Management Drives is entitled to change the scheduled dates for courses or training programmes up to fourteen (14) days before the relevant date, provided that it informs the Other Party in good time.

• If the Other Party or an employee of the Other Party cancels the course or training programme, the costs will be reimbursed as follows:

1. I. In the event of cancellation more than thirty (30) days before the start of the course or training programme, administration costs of €125 will be charged;

2. I. In the event of cancellation within thirty (30) days before the start of the course or training programme, 50% of the costs of the course or training programme will be charged;

3. III. In case of cancellation within five (5) days before the start of the course or training programme, 80% of the costs of the course or training programme will be charged;

4. IV. In case of cancellation within 24 hours before the start of the course or training programme, after the start of the course or training programme, or in case of nonappearance without cancellation, the full fee of the course or training programme will be charged.

• Contrary to the provisions of the third paragraph, in the event of cancellation of a tailor-made course or training programme, the Other Party must pay Management Drives the reasonable costs for its development.

III - SPECIAL SECTION - PURCHASE OF PRODUCTS

The agreement between Management Drives and the Other Party to purchase surveys and/or profile books, hereinafter jointly referred to as the 'Products', is subject to Articles 1 to 12 of the General Section as well as Articles 14 and 15 of this Special Section III of these General Terms and Conditions.

Article 14: Purchase of Products

• The surveys and profile books can be purchased by the Other Party from Management Drives at prices and under payment conditions set by Management Drives.

• The surveys will be made available online to the Other Party within five (5) working days after a request has been made.

• After payment, the profile books will be sent as soon as reasonably possible, but within seven (7) working days, to the address provided by the Other Party.

• The risk of damage to and/or loss of the profile book until delivery to the Other Party will be borne by the Other Party. Management Drives is not liable for any resulting loss.

Article 15: Right of withdrawal with respect to profile books

• If the Other Party is a consumer, during 14 days after receipt of the product the Other Party will have the right to terminate the purchase agreement for the profile books without giving reasons.

• During the cooling-off period, the Other Party will handle the product and its packaging with due care. If the Other Party wishes to make use of the right of withdrawal, it will package the product with all the accessories delivered and return it to Management Drives.

• The costs of returning the books will be borne by the Other Party.

• If the product has been received by Management Drives in its original state, without any damage, the amount paid will be refunded to the Other Party as soon as possible, but within thirty (30) days after receipt by Management Drives.

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