GENERAL TERMS AND CONDITIONS WORKXWORK B.V. in EMMEN

WORKXWORK:
Organization with activities in the field of advice, recruiting, and consultancy: to be referred to as WXW, performs its activities in the field of advice & consultancy and recruitment of various personnel (recruitment & selection) for the (international) transport and logistics + related technical sectors.
Located: Postbus 2052, 7801 CB Emmen.

Article 1: Definitions

In these general terms and conditions, the following terms are defined as follows: WXW: the user of the general terms and conditions; Client: the counterparty of WXW.

Article 2: Applicability of these conditions

a. These conditions apply to every offer and every agreement between WXW and a client to which WXW has declared these conditions applicable, as far as these conditions have not been explicitly deviated from by the parties in writing.
b. The present conditions also apply to all agreements with WXW, for the execution of which third parties must be involved.

Article 3: Quotations

a. The quotations made by WXW are without obligation; they are valid for 30 days unless indicated otherwise. WXW is only bound by the quotations if the acceptance thereof by the counterparty is confirmed in writing within 30 days.
b. The prices mentioned in the quotations do not include VAT, unless indicated otherwise.

Article 4: Execution of the agreement

a. WXW will execute the agreement to the best of its insight and ability and in accordance with the requirements of good craftsmanship and based on the current state of science at that time.
b. If and insofar as a proper execution of the agreement requires it, WXW has the right to have certain work performed by third parties.
c. The client ensures that all data, which WXW indicates are necessary or which the client should reasonably understand to be necessary for the execution of the agreement, are provided to WXW in a timely manner. If the data necessary for the execution of the agreement have not been provided to WXW in time, WXW has the right to suspend the execution of the agreement and / or to charge the additional costs resulting from the delay according to the usual rates to the client.
d. WXW is not liable for any damage of any kind because WXW has based on incorrect and / or incomplete information provided by the client unless this incorrectness or incompleteness should have been known to her.
e. The client remains at all times responsible for checking the accuracy of the documents or information provided by WXW by conducting this check themselves or having it conducted.
f. If it has been agreed that the agreement will be executed in phases, WXW can suspend the execution of those parts that belong to a next phase until the client has approved the results of the preceding phase in writing.

Article 5: Duration of the contract; execution time

a. The agreement is entered into for an indefinite period unless the parties expressly agree otherwise in writing.
b. If a term has been agreed upon within the duration of the agreement for the completion of certain activities, then this is never a strict deadline. In case of an overdue execution time, the client, therefore, has to give a written notice of default to WXW.

Article 6: Modification of the agreement

a. If, during the execution of the agreement, it appears that for a proper execution it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely and mutual consultation. b. If the parties agree that the agreement is to be changed or supplemented, this may influence the time of completion of the execution. WXW will inform the client as soon as possible. c. If the change or supplement to the agreement has financial and/or qualitative consequences, WXW will inform the client in advance. d. If a fixed fee has been agreed upon, WXW will indicate to what extent the change or supplement to the agreement results in an exceeding of this fee. e. Contrary to subsection c, WXW will not be able to charge additional costs if the change or supplement is the result of circumstances that can be attributed to her.

Article 7: Confidentiality

Both parties are obliged to confidentiality of all confidential information they have obtained in the context of their agreement from each other or from another source. Information is considered confidential if it has been communicated by the other party or if it results from the nature of the information.

Article 8: Intellectual property

a. Without prejudice to the provisions in Article 7 of these conditions, WXW retains the rights and powers she is entitled to under the Copyright Act. b. All documents provided by WXW, such as reports, advice, designs, sketches, drawings, etc., are intended to be used by the client exclusively and may not be reproduced, made public, or disclosed to third parties by him without prior consent from WXW. c. WXW also reserves the right to use the increased knowledge obtained through the execution of the work for other purposes, as long as no confidential information is brought to the knowledge of third parties.

Article 9: Cancellation

In the case of an agreement for an indefinite period, both parties may terminate the agreement in writing at any time. In that case, a notice period of at least 6 weeks must be observed.

Article 10: Dissolution of the agreement

The claims of WXW on the client are immediately due and payable in the following cases;

1. after the conclusion of the agreement, circumstances becoming known to WXW give WXW good ground to fear that the client will not fulfill his obligations;
2. if WXW has asked the client upon the conclusion of the agreement to provide security for the fulfillment and this security is not forthcoming or insufficient. In the mentioned cases, WXW is entitled to suspend the further execution of the agreement or to proceed to dissolve the agreement, one and other without prejudice to the right of WXW to claim compensation for damages and demand payment of outstanding invoices.

Article 11: Defects; complaint terms

a. Complaints about the work performed must be reported by the client to WXW in writing within 8 days following discovery, but no later than within 14 days after completion of the respective work. b. If a complaint is justified, WXW will still perform the work as agreed, unless this has become demonstrably pointless for the client. The latter must be made known in writing by the client.

Article 12: Fee

a. For offers and agreements in which a fixed fee is offered or agreed upon, subsections b, e, and f of this article apply. If no fixed fee is agreed upon, subsections c through f of this article shall apply. b. Parties can agree on a fixed fee when the agreement is concluded. The fixed fee is exclusive of VAT. c. If no fixed fee is agreed upon, the fee will be determined based on actual hours spent. The fee is calculated according to the usual hourly rates of WXW applicable for the period during which the work is performed, unless a different hourly rate has been agreed upon. d. Estimated costs are exclusive of VAT. e. In all assignments, the due costs will be billed periodically. f. If WXW has agreed on a fixed fee or hourly rate with the client, WXW is nevertheless entitled to increase this fee or rate. WXW may pass on price increases if WXW can demonstrate that significant price changes have occurred between the time of the offer and the execution with regard to e.g., wages.

Article 13: Payment

a. Payment must be made within 14 days from the invoice date, in a manner to be specified by WXW in the currency in which the invoice was made. b. After the expiry of 14 days after the invoice date, the client is in default; from the moment of being in default, the client owes an interest of 7% per year on the due amount. c. In case of liquidation, bankruptcy, or suspension of payment of the client, the claims of WXW and the obligations of the client towards WXW will be due immediately. d. Payments made by the client always serve to settle all owed interest and costs first, and then of due invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.

Article 14: Collection costs

a. If the client is in default or in breach of contract in fulfilling one or more of his obligations, all reasonable costs incurred in obtaining satisfaction outside of court shall be borne by the client. In any case, the client owes:

• 15% on the first €3,000;
• 10% on the amount above €3,000 up to €6,000;
• 8% on the amount above €6,000 up to €15,000;
• 5% on the amount above €15,000 up to €60,000;
• 3% on the amount above €60,000. b. If WXW has made higher expenses, which were reasonably necessary, these also qualify for reimbursement.

Article 15: Liability

a. If WXW is liable, then this liability is limited as follows: The liability of WXW, insofar as it is covered by its liability insurance, is limited to the amount of the payment made by the insurer. b. If the insurer does not pay out in any case, or if the damage is not covered by the insurance, the liability of WXW is limited to twice the invoice value of the order, at least that part of the order to which the liability relates. c. Contrary to what is stated in paragraph b of this article, in the case of an assignment with a longer duration than six months, the liability is further limited to the invoice amount due over the last six months. d. The limitations of liability included in these conditions do not apply if the damage is due to intent or gross negligence of WXW or its subordinates. e. WXW is never liable for consequential damages.

Article 16: Force Majeure

a. Force majeure in these general terms and conditions is understood in addition to what is understood in the law and jurisprudence, as all external causes, foreseen or unforeseen, over which WXW can exercise no influence, but by which WXW is unable to meet its obligations. Strikes in the company of WXW are included. b. WXW also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after WXW should have fulfilled its commitment. c. During the period of force majeure, the obligations of WXW are suspended. If the period during which fulfillment of the obligations by WXW is not possible lasts longer than 3 months, both parties are entitled to dissolve the agreement without any obligation to compensate the other party for damages. d. If WXW has already partially fulfilled its obligations at the onset of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the already delivered or deliverable part separately and the client is obliged to pay this invoice as if it were a separate contract. This does not apply if the already performed or performable part has no independent value.

Article 17: Dispute resolution

a. In case of disputes arising from this agreement or from further agreements resulting from it, the parties will try to resolve these in the first instance through Mediation in accordance with the Regulations of the Dutch Mediation Institute in Rotterdam, as it exists at the start of the mediation. b. If it proves impossible to resolve a dispute as referred to in Article 17.a through Mediation, the dispute shall be settled by the court in the place of residence of WXW. Nonetheless, WXW retains the right to summon her counterparty before the competent court according to the law.

Article 18: Warranty conditions

If it unexpectedly appears within the stipulated warranty period that WXW has delivered a candidate who does not function properly, and this is incontrovertibly due to WXW, the client is entitled to a free replacement. However, this is only if there has been mutual contact regarding the performance of the candidate from the beginning, so that WXW had the opportunity to take its measures in this regard towards the candidate. There can never be a claim for a monetary compensation.

Article 19: Applicable law

Every agreement between WXW and the client is governed by Dutch law.

Article 20: Changes and location of the terms

These conditions have been filed at the office of the District Court in Assen. The version last deposited or the version as it was at the time of the conclusion of the present assignment will always apply.