Terms and Conditions

General conditions applicable to the services delivered by Nexio Projects or affiliated companies.

1. General

1.1 These terms and conditions shall apply to all offers and on all Agreements with Nexio Projects (hereafter: “Nexio”), for the execution of services by Nexio, and on all Agreements with the customer in this regard. Services covered by these terms and conditions include advice and/or trainings as stated in the Offer.

1.2 The applicability of general conditions of the other party or customer (hereafter: “Client”) of Nexio is hereby explicitly rejected.

1.3 Provisions that deviate from these conditions can be invoked by the Client only if and to the extent that these provisions are accepted by Nexio in writing.

2. Offers, orders and agreements

2.1 All offers from Nexio are wholly non-binding (“vrijblijvend”).

2.2 Orders and acceptances of offers by the Clients are irrevocable.

2.3 Nexio is only bound when it has accepted in writing or has commenced execution of the project. In addition, Nexio is only bound and in the manner in which its written consent had been given. Verbal commitments or Agreements by or with its personnel bind Nexio only when Nexio confirms these in writing. Nexio is bound to the Agreement only if the Agreement has been signed by the Client and received by Nexio within thirty (30) days. After that date of the offer, Nexio has the right to make adjustments with any explanations to the client.

3. Price

3.1 Prices set by or agreed upon with Nexio are in net terms, therefore exclusive of V.A.T., excluding any non-Dutch taxes and excluding any other government fees, as well as any costs incurred under the Agreement. Examples of such costs are the cost of transportation, residence or insurance of the Nexio staff and / or fees of third parties’ involvement will be separately charged to the Client by Nexio. 2

4. Implementation

4.1 In the event that the services are performed at the Client’s location or in a location designated by the Client, the Client bears free care for the reasonably desired facilities.

4.2 In the event that a certain end date or duration (hereinafter: duration) for the services provided has been agreed with the Client, he may, in the event of an overrun thereof by circumstances referred in Articles 4.3 and 10.4 which may be attributed to Nexio, set a reasonable period within which the work must still be carried out agreed by Nexio. In the absence of the execution the Client is entitled to terminate the Agreement for the non-executed part in writing, without prejudice to the provisions of Article 6. Failure to deliver at the agreed or stipulated duration does not entitle the Client to suspension, nor to non-fulfilment by it of any of its own obligations arising from the Agreement, nor to any supplemental or replacement damage. The Client is, however, entitled to rescind the agreement by a written declaration, if and in so far as after the above-mentioned failure to deliver.

4.3 Delivery periods will be extended by the amount of time that the implementation of the agreement is delayed by force majeure. They will also be extended by the time that the Client is delayed in the fulfilment of any obligation than is agreed to.

4.4 Nexio has the right to carry out the work at its own discretion, whether or not by using third parties and whether or not in parts.

4.5 The Client is obliged to enable Nexio to perform its activities without limitation. Among other things, he must ensure timely provision of documentation, of reporting, company processes, maintenance of technical and functional product specifications of items to which, with or in connection with which work is to be performed. In addition, if the work is carried out on-site, it must ensure an accessible and safe working environment in accordance with applicable regulations and instructions, and for the provision of adequate guidance, lighting, electricity and electrical sockets, all at the Client’s own cost and risk.

5. Force Majeure

5.1 Nexio is entitled to invoke force majeure if the implementation of the Agreement is, in whole or in part, temporarily or not, prevented or impeded by circumstances reasonably out of its control, including site or building blockades, strikes, specific work interruptions or work-to-rule slowdowns and lockout, delayed disclosure to services and documentation ordered from third parties other than by circumstances to be imputed to Nexio, accidents and interruptions of business operations.

5.2 In case of force majeure on behalf of Nexio, its obligations are suspended. If the force majeure lasts longer than five (5) months, both Nexio and the Client are entitled to rescind the nonfeasible or inexhaustible parts of the Agreement by a written declaration, without prejudice to the provision of article 6.

6. Liability and indemnification

6.1 Considering the nature of the Activities and the subjective assessment aspects involved in the services, Nexio shall not be liable for any damage suffered by the Client as a result of any act or omission of Nexio in the performance of the Agreement or otherwise, unless there is intent or gross negligence. Including all activities provided by Nexio and in particular the services mentioned in the Agreement. Consequential damage, including loss of profits or losses, will never be eligible for compensation. Nexio guides and advises the Client and is not bound to guarantee results.

6.2 In all cases in which Nexio is liable for damages suffered by the Client, damages will never be higher than the invoice value of the activities whereby or in connection with which the damage was caused, or, if this is not established – the invoice value of the activities performed by Nexio at the time of the occurrence of the incident on behalf of the Client.

6.3 The Client indemnifies Nexio in respect to all claims of third parties for any loss or damage arising from or in connection with the Agreement.

6.4 The exclusions and limitations of liability mentioned in this article as well as the indemnity referred to in Article 6 are equally intended for and for the benefit of third parties used by Nexio and any other whose assistance Nexio uses in carrying out the activities. 6.5 The liability for the activities assigned to a third party by Nexio is limited to the extent that the third party effectively protects Nexio.

7. Confidentiality

7.1 The Client and Nexio agree to use the confidential information solely within the context of the current or contemplated business relationship between the parties and not for any purpose other than as authorized by the Agreement without the prior written consent of an authorized representative of Nexio and the Client. No other right or license, whether expressed or implied in the confidential information is granted to the parties hereunder. Likewise, the Client will not communicate to third parties without the consent of Nexio information about the method of work, approach, price and work product of Nexio, or make public to third parties reports and / or advice of Nexio.

7.2 If, pursuant to a statutory provision or a court order, Nexio is obliged to disclose confidential information to third parties designated by law or by the competent judge, and Nexio cannot invoke a legal privilege or a privilege acknowledged or approved by the competent judge to excuse himself from this obligation, then Nexio is not obliged to pay damages or indemnification and the other party will not be entitled to terminate the Agreement due to any damage this has caused.

8. Intellectual property

8.1 All documents provided by Nexio, such as reports, advice, agreements, reporting are intended solely for use by the Client and may not be reproduced, made public or disclosed to third parties by the Client without the prior consent of Nexio unless otherwise resulting from the nature of the documents provided.

8.2 All intellectual property rights (whatsoever called), regardless of whether they are due to Nexio or any third party used in the context of the Agreement with Nexio or any extra work product provided or delivered by Nexio to the Client under the Agreement shall remain the property of Nexio.

8.3 All working documentation provided by Nexio, such as teaching materials in any form, are intended solely for use by the Client and may not be reproduced by him without the prior written consent of Nexio. The latter cannot be reproduced, made public or disclosed to third parties either for internal or external use, in any form whatsoever.

8.4 Nexio reserves the right to use the knowledge acquired upon performing the Agreement with the Client for other purposes, provided that no confidential information from the Client is disclosed to third parties. Intellectual property generated by of such knowledge shall only accrue to Nexio.

8.5 Unless otherwise agreed, the Client is not allowed to make photographs, films and / or video recordings from any Nexio related brands, presentations or documentations. 8.6 All copyright, trademarks and other intellectual property rights in all material or content supplied as part of the Nexio Projects Site shall remain at all times vested in Nexio or Our licensors. “You are permitted to use this material or content only as expressly authorised in writing by Nexio or Our licensors and may not agree nor assist or facilitate any third party to copy, reproduce, transmit, distribute, commercially exploit or create derivative works of such material or content.”

9. Payment and security

9.1 Payment must take place within fourteen (14) days after the invoice date. Nexio has however at all times the right to claim full or partial payment in advance, and/or otherwise to obtain security for payment.

10. Rescission

10.1 Nexio has the right to suspend the implementation of the Agreement or at its option to suspend the Agreement in whole or in part, without prior notice of default, by written declaration, at its own discretion and always reserving any rights to which it is entitled with respect to compensation for costs, damage and interest if the: a. Client is declared bankrupt; b. Client requests (temporary) moratorium; c. Client proceeds with the liquidation of its business; d. Client is placed under guardianship or dies; e. Client does not comply with any statutory obligations, or any obligation arising from the Agreement with Nexio. f. Client violates any applicable Anti-Bribery Law; g. Client does not comply with the Discrimination provisions; h. Client makes use of child labour as defined by the International Labour Organisation in its Minimum Age Convention; or i. Client misbehaves/misconducts against Nexio.

10.2 The Client is authorized tin all situations referred to in Articles 10.1 of these conditions, to require immediate payment of all amounts owed to Nexio at that time, whether or not due.

10.3 The Client is obliged to inform Nexio immediately if any circumstance described in Article 10.1 occurs. In the event that a circumstance described in Article 10.1 occurs, the Client is liable to pay any amount due to Nexio immediately. Costs already incurred or investments already made at the time of the termination of the Agreement must always be completely reimbursed by the Client. If parties cannot reach agreement on the question of which payments the Client owes on the basis of this Article, that question shall be put to an expert to be designated by the President of the Netherlands Institute for Chartered Accountants for his binding advice.

10.4 In the performance of the Agreement changes occur that have not been agreed between the Client and Nexio in the initial phase which could extend the duration and if the change in the agreement is superior to twenty (20) percent, Nexio has the right to rescind the Agreement in whole or in part. In the event that a circumstance described within this Article occurs, the Client is liable to pay any amount due to Nexio immediately.

11. Transfer of title

11.1 The Client is not entitled to transfer the rights and/or obligations resulting from the Agreement and these General Terms, in whole or in part, to third parties, except for to prior written consent from Nexio.

12. Disputes and applicable law

12.1 The terms and conditions are effective as of August 1st, 2017.

12.2 Should a provision of these conditions be or become void, this shall not affect the validity of the other conditions and of the Agreement.

12.3 All disputes arising between the Client and Nexio under or in connection with the Agreement and/or these conditions shall be submitted to the exclusive jurisdiction of the competent Dutch court. The Agreement is subject to Dutch law.

1. Diversity and Inclusion

Each of us must respect the diversity, talents and abilities of others. We define “diversity” as the unique traits/characteristics of every individual such as personality, ethnicity, work experience, age, religion, gender or other differences.

2. Human Rights

Always be alert to any possible human rights violation. Our Values, Code and implication in Corporate Social Responsibility support the principles contained in United Nation’s International Bill of Human Rights and the International Labor Organization Fundamental Principles and Labor Standards.

We operate under the policies that:

• Promote a workplace free of discrimination and harassment;
• Prohibit child labor, forced labor and human trafficking;
• Provide fair and equitable wages, benefits and other conditions of employment in accordance with local laws;
• Provide humane and safe working conditions;
• Recognize employees’ right to freedom of association and collective bargaining.

We expect our partners and clients to uphold these principles as well as mentioned in our general terms and conditions.

3. Anti-discrimination

You should never discriminate or deny equal opportunity. At Nexio we do not tolerate any signs of discrimination at the workplace regarding race, color, ethnicity, national origin, gender, gender identity, sexual orientation, age, religion, disability or any other legally protected status.

4. Health and Safety

No matter where you are during your work, you are expected to put your safety first. We are committed to assure the health and safety off all our employees, visitors, partners and communities. Please make sure you work safely, whether at our offices or on the roadways. Ethics in Our Business Activities Our Code requires each of us to make ethical business decisions and to avoid conflicts of interest such as corruption and bribery. Our commitment to integrity extends to all of our business relationships and all our partnerships.

5. Anti-bribery

You must comply with all anti-bribery laws.
The bribery law states that no employee should ever offer, directly or indirectly, any form of gift, entertainment to:
• Obtain or retain business;
• Influence business decisions;
• Secure an unfair advantage.

These prohibitions apply to our business operations and to anyone acting on behalf of Nexio. All payments and gifts to, and entertainment of, customers must be pre-approved by management. These payments should be well recorded in our books and records. Additionally, business gifts must be lawful, authorized and appropriate.

6. Anti-corruption

Your business decisions should never be influenced by corruption. Corrupt activities with customers, government officials, or other third parties are strictly prohibited. In other words, corruption is an attempt to obtain a personal benefit or business advantage though improper or illegal activities. The following activities relate to corruption and are prohibited: bribery, extortion, kickbacks. We expect our partners and clients to uphold these principles as well as mentioned in our general terms and conditions.

7. Fraud

You should never compromise honesty and integrity by committing fraud. You commit fraud when you intentionally conceal, alter, falsify or omit information for your benefit or the benefit of others.

8. Confidentiality

You must protect the confidential information of our company and our business partners. During your business relationship with Nexio, you may acquire confidential information about Nexio, our employees, our partners, our customers or third parties. You should always assume that company information is confidential or competitively sensitive unless you have been given clearance by the management to share that information with anyone. Always take reasonable and necessary precautions to protect the confidential information. Integrity in Our Marketplace We should treat all those in the marketplace with whom we come into contact with fairness and integrity. This includes our customers, our partners, the communities we serve as well as our competitors. We have the obligation to comply with all applicable laws wherever we do business.

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