General Terms and Conditions

(translated from Dutch)

article 1: terms

In these terms of delivery, the following terms are defined as follows: ‘Service(s)’: Collective name for the standard services provided by Kentivo such as ‘MANDY’, including services derived from it, customization, and related technical applications and services.

1.1 ‘Client’: the natural or legal persons with whom an agreement relating to the provision of the Services has been concluded;

1.2 ‘Users’: the unique user identification(s) by means of Username / Password identification(s) with which persons designated by the Client have access to protected Kentivo Services;

1.3 ‘Own Use’: the retrieval of Mandy Articles and Internet Articles is for own practice, study and use only and therefore not for onward transmission to third parties for publication in any sense;

1.4 ‘Internal Use’: the distribution of Messages and Full Articles’ within the Client’s company or organization;

1.5 ‘Messages’: (including summaries); the texts written by editors of Kentivo, or for Kentivo by freelancers or otherwise.

1.6 ‘Full Articles: Articles from the public media, internet articles and press releases on the basis of which the Messages have been written by Kentivo.

1.7 ‘Information’: Posts, Full Articles, and/or Search Structure provided by Kentivo;

1.8 ‘Kentivo’ means the legal entity trading under the name Kentivo B.V.;

1.9 ‘Agreement’: the agreement between Kentivo and Customer regarding delivery of one or more Services. The Agreement describes in any case 1. the Services provided, 2. the duration of the Agreement, 3. the Fee, and 4. the method of payment;

1.10 ‘Fee’ means the fees charged by Kentivo to Customer for delivery of the Services and other services performed by Kentivo.

Article 2: General

2.1 Applicability of any general or delivery terms used by the Client is expressly rejected.

2.2 Deviation from these terms of delivery can only be made in writing in the Agreement.

article 3: right of use

3.1 Upon expiration of the Agreement, Client is obliged to destroy all Information provided by Kentivo so that Client’s use of the Kentivo Services is no longer possible.

Article 4: Compensation

4.1 Kentivo charges Customer for Services provided the fee(s) set out in the Agreement(s).

4.2 Kentivo is entitled to increase the fee annually, up to a maximum of the wage increase in the business services sector as determined by the CBS.

Article 5: Method of payment

5.1 Invoices from Kentivo must be paid within 30 days of the invoice date in the manner indicated by Kentivo. Payment must be made in euros and without set-off, discount and/or suspension.

5.2 In the event of late payment, all payment obligations of the Customer, whether or not Kentivo has already invoiced in this regard, become immediately due and payable.

5.3 In the event of late payment, the other party shall owe interest at the rate of 10% per annum.

5.4 Extrajudicial collection costs will be charged to Client in accordance with the collection rate of the Dutch Bar Association.

5.5 Payments made by or on behalf of the Client shall be applied successively to settle the extrajudicial collection costs owed by the Client, the judicial costs, the interest owed by the Client and then, in order of age, the outstanding principal sums, regardless of any indication to the contrary from the Client.

5.6 Client may only object to the invoice within the payment period.

5.7 Submitted objections do not suspend the payment obligation.

5.8 In the event of a dispute, Kentivo’s administration will be accepted as evidence by the parties.

Article 6: Customer’s duty of care

6.1 The Customer shall at his own expense and risk provide the necessary equipment, software, and data communication facilities in order to use the Services.

Article 7: Exclusion of liability

7.1 Kentivo is in no way liable for damages arising directly or indirectly from the temporary or non-availability of the Services.

7.2 Kentivo is in no way liable for damages resulting from defects regarding the content, accuracy and/or completeness of the Information, if such liability exceeds Kentivo’s liability.

7.3 Kentivo is in no way liable for damage arising as a result of faults or defects in equipment, software and/or data communication facilities, if Kentivo has taken care of this and if such liability exceeds the liability of the supplier of equipment, software and/or data communication facilities.

7.4 Kentivo stipulates all statutory defences which it is entitled to invoke in defence of its own liability vis-à-vis the Customer, also on behalf of its subordinates for whose conduct it is liable under the law.

article 8: copyright

8.1 The contents of the Messages, the Complete Articles as well as the Search Structure enjoy copyright protection.

8.2 The downloading of Messages is permitted for Private Use.

8.3 The Client is entitled to reproduce the consulted information for Internal Use, or make it available to third parties, however, the Client is not entitled without additional written consent:

8.3.a store the Messages in an electronic archive,

8.3.b resell the Messages to clients,

8.3.c use the Messages for paid services to Clients.

8.4 If Kentivo grants written permission to the Client to store the provided Messages in an electronic archive or to resell them to clients for the provision of paid services to clients, the Client must at all times guarantee compliance with the provisions of this article.

8.5 For each unlawful making available and/or multiplication, the Client is liable to a fine of 5,000.00 Euros, regardless of all Kentivo’s other rights to performance, dissolution and damages.

article 9: duration/termination of agreement

9.1 Unless otherwise stipulated in the agreement, it is entered into for the duration of 12 months. After the expiry of the agreed period, the agreement is tacitly renewed for the same period each time, unless one of the parties has given notice of termination by registered letter with due observance of a notice period of one month before the end of the current contract period.

9. 2 If Kentivo’s proper performance is impeded as a result of one or more circumstances that are not for Kentivo’s account, including conduct, barring intent or gross negligence, of persons whose services Kentivo makes use of in executing the Agreement, exercise by a third party vis-à-vis the Client of one or more rights in respect of a failure on the part of the Client to comply with the agreement entered into between the Client and that third party, strike, workmen’s lockout, illness, transport problems, non-performance and/or (nuclear) disasters, is wholly or partly impossible, either permanently or permanently, Kentivo is entitled to rescind the Agreement, without the Customer being entitled to assert any right to compensation.

9.3 Kentivo is also entitled to rescind all or part of the Agreement with immediate effect without any obligation to pay compensation and without prejudice to its rights, or to suspend (further) execution of the Agreement, if:

9.3.a the payment term of any invoice has expired by more than sixty days; or

9.3.b the Client applies for a moratorium; or

9.3.c a petition for Client’s bankruptcy is filed; or

9.3.d the justified suspicion that Client is acting in breach of its obligations under the Agreement;

The foregoing shall not affect the fulfillment of any other obligations already incurred and shall further entitle Kentivo in such cases to demand immediate payment of any amounts due to it.

Article 10: Content of the Agreement

10.1 The Agreement contains all arrangements agreed upon between Kentivo and Client. All prior arrangements shall lapse as soon as a more recent Agreement is signed.

10.2 Amendments or additions to the Agreement and any attachment(s) shall only be made in writing, signed by both parties. All amendments or additions to the Agreement shall be subject to these Terms of Delivery in full.

Article 11: Transfer of rights and obligations

11.1 The Customer is not entitled to transfer the rights and obligations under the Agreement to third parties, including any other company or legal entity.

11.2 Kentivo is entitled to transfer its obligations under the Agreement (or parts thereof) to third parties. Client hereby declares that it consents to such transfer. Kentivo shall notify the Customer of any transfer of its obligations under the Agreement.

article 12: Dutch law/competition

12.1 The Agreement is governed by Dutch law.

12.2 Disputes arising from the Agreement shall be settled exclusively by the competent court in Amsterdam.