1.1 These General Terms and Conditions (hereafter referred to as “the General Terms and Conditions”) have been filed at the offices of Chamber of Commerce in Amsterdam, the Netherlands, under number 33269680, and can also be downloaded at http://www.clickvalue.nl.

1.2 In these General Terms and Conditions, the terms below will be defined as follows.

(a) Client: every natural person or legal entity who/which has concluded an agreement with ClickValue or wishes to do so, as well as his/her/its representatives, attorneys, legal successors and heirs.

(b) Contractor: ClickValue, having its registered office in Amsterdam, listed in the Commercial Register of the Chamber of Commerce under number 33269680.

1.3 In all cases where these Terms and Conditions use the phrase “in writing,” this must be deemed to include messages laid down by email and fax as well as electronic messages sent by any other analog or digital means of communication which have reached the Client or the Contractor, as appropriate.

1.4 All assignments will be exclusively accepted and performed by ClickValue, in which context Sections 7:404 and 7:407(2) of the Dutch Civil Code [Burgerlijk Wetboek] will not apply.

Article 2: Applicability

2.1 These General Terms and Conditions will apply to all offers and agreements pertaining to the services offered by the Contractor, as well as to all legal relationships between the Client and the Contractor, notwithstanding cases where legislation or regulations limit the applicability of these General Terms and Conditions, and subject to any amendments to these General Terms and Conditions which have been expressly confirmed by the parties in writing.

2.2 In the event and to the extent that one or more of the provisions of these General Terms and Conditions have been deviated from in writing, the provisions not expressly deviated from will continue to fully apply.

2.3 Any amendments to these General Terms and Conditions agreed upon in writing will only apply to cases specifically provided for in the relevant agreement, unless such deviations are confirmed in writing in a subsequent agreement.

2.4 The Client will be presumed to be accepting these General Terms and Conditions for subsequent offers, deliveries and provision of services by the Contractor, any subsequent assignments granted to the Contractor by the Client and any subsequent agreement concluded between the Contractor and the Client, as well.

2.5 The present General Terms and Conditions will also apply to all agreements for the performance of which the Contractor has engaged the services of third parties.

2.6 Any applicability of any general terms and conditions used by the Client is hereby explicitly rejected.

2.7 In the event that one or more of the provisions of these General Terms and Conditions is, at any point in time, fully or partially null and void or nullified, the other provisions of these General Terms and Conditions will remain fully applicable. In that event, the Contractor and the Client will enter into consultations in order to agree on new provisions to replace those that are null and void or have been nullified, in which context the aim and purport of the original provisions will be observed to the extent possible.

2.8 In the event of any lack of clarity regarding the interpretation of one or more provisions of these General Terms and Conditions, those provisions should be interpreted in accordance with their spirit.

2.9 In the event that a situation arises between the parties which has not provided for in these General Terms and Conditions, that situation should be assessed in accordance with the spirit of these General Terms and Conditions.

2.10 In the event that the Contractor does not consistently demand strict compliance with these General Term and Conditions, this will not mean that their provisions do not apply, or that the Contractor will in any way forfeit its right to demand strict compliance of the provisions of these General Terms and Conditions in other cases.

Article 3: Offer

3.1 All offers and/or quotations issued by the Contractor will be without obligation, unless – and to the extent that – the Contractor has stated otherwise in writing.

3.2 The prices in the said offers and/or quotations will be exclusive of Dutch VAT [BTW], unless the contrary is indicated. The prices will be adjusted on a periodical basis (in principle effective from January 1 and/or July 1) on the basis of developments in wages and prices.

3.3 An agreement will only be deemed to have been concluded after an officer authorized for that purpose by the Contractor has accepted an assignment in writing. In the event of work for which no quotation or order confirmation is sent in view of its nature and/or scope, the commencement of the work’s performance will be considered the order confirmation.

Article 4: Performance of the assignment and the provision of services

4.1 The Contractor shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. The Contractor shall make every effort to perform the work properly and with due care, as well as to promote the Client’s interests to the best of its knowledge and to achieve results that are useful for the Client. The Contractor cannot, however, guarantee that the work will in all cases achieve the results desired by the Client.

4.2 The Contractor will be entitled to have third parties perform certain work.

4.3 The Client shall ensure that all data which the Contractor indicates are necessary or with respect to which the Client should reasonably understand that same are necessary for the agreement’s performance have been provided to the Contractor on time. In the event that the data required for the performance of the agreement have not been provided to the Contractor on time, the Contractor will be entitled to suspend the performance of the agreement and/or to charge the Client any additional costs ensuing from the delay in accordance with the Contractor’s usual rates.

4.4 In the event that it has been agreed that the Agreement will be performed in phases, the Contractor may postpone performance of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing and/or has effected payment.

4.5 The assignment granted by the Client will be performed exclusively for the Client. Third parties will not be able to derive any rights from the work performed.

Article 5: Additional work

5.1 The Contractor will be entitled to adjust the price of the services provided by it in the event of changes in the agreed project proposal or quotation, for instance regarding the set-up, functionality, substance, method, scope, analysis and/or reporting to be implemented based on consultations with or at the request of the Client.

5.2 The Contractor will be entitled to charge the Client for any additional supplements, tests, meetings and/or implementations conducted at the Client’s request.

Article 6: Completion of the assignment

6.1 In the event that a time limit has been agreed, within the agreement’s term, for the completion of certain work, this time limit will only be indicative and may never be considered a firm deadline.

6.2 The Contractor will not be default until the Client has given the Contractor written notice of default by certified mail and the Contractor does not deliver performance within the reasonable term mentioned in that notice of default.

6.3 In the event that the Contractor expects that it will not be able to complete performance within a certain time limit, the Contractor shall inform the Client of this fact as soon as possible.

Article 7: Reporting

7.1 The Contractor will report to the Client in accordance with the project proposal, the quotation or the agreement.

7.2 If no manner of reporting has been specified, reports will be issued in Dutch and/or English and in accordance with standards of good workmanship. If no reporting media has been agreed, the Contractor will decide which media to use for this purpose.

Article 8: Changes

8.1 If, during the agreement’s performance, it proves necessary for the proper performance to change or supplement the work to be performed, the parties will modify the agreement accordingly in a timely fashion and in mutual consultation.

8.2 Notwithstanding the provisions of Article 8.1, the Contractor will be entitled to change the titles and descriptions at its own discretion and without obtaining the Clients prior permission in the interest of the provision of services and in order to attempt to optimize the results for the Client.

8.3 In the event that the parties agree that the agreement will be amended or supplemented, this may affect the time at which such performance is completed. In such events, the Contractor will notify the Client as soon as possible.

8.4 If the changes or supplements to the agreement have financial consequences and/or consequences for the quality or nature of the work, the Contractor may charge the Client for any corresponding costs. In such events, the Contractor shall notify the Client in advance.

8.5 In the event that a fixed fee has been agreed, the Contractor will indicate to what extent the amendment or supplement to the Agreement will result in that fee rate being exceeded.

8.6 In derogation of paragraph 3, the Contractor will not charge the Client any additional costs in the event that the change or supplement was necessary due to circumstances which are attributable to the Contractor. If the financial consequences of the work to be performed are that the monthly media budget is to be exceeded by 10% or less, the Contractor will charge the Client for that extra amount.

Article 9: Client’s responsibilities

9.1 The Client must provide sound equipment and other facilities at his/her/its own risk to enable access to a network on which he/she/it is able to receive the services provided by the Contractor.

9.2 The Client must reimburse the Contractor for any communication costs incurred.

9.3 The Client will bear full responsibility for the accuracy of the data, texts, images and other information provided by him/her/it to the Contractor.

9.4 Where appropriate, the Client will guarantee the accuracy of the tests and/or drafts accepted by him/her/it, or for tests and/or drafts with respect to which he/she/it has not sent the Contractor any corrections, or has not sent same in a timely fashion.

9.5 Any texts, images or other data compiled by the Contractor for the Client will be deemed to have been accepted by the Client, unless any modifications desired by the Client are communicated in writing within fourteen (14) days of their electronic publication.

9.6 In the event of an assignment for third parties, the Client guarantees that he/she/it is authorized to grant such an assignment.

9.7 The Client will at all times guarantee that the materials made available by him/her/it to the Contractor do not infringe any rights of third parties, including any intellectual property rights.

9.8 The Client will at all times be obligated to extend all cooperation and provide all data and information which are necessary for or conducive to the Contractor’s performance of the agreed services.

Article 10: Secrecy

10.1 The parties will be obligated to observe secrecy with respect to all confidential information which they may obtain regarding each other in the context of the agreement, irrespective of whether this information was obtained in writing or verbally, and irrespective of from whom it was obtained. Information will be considered confidential if the other party has qualified it as such or if this follows from the nature of the information.

10.2 The Contractor reserves the right to use the Client’s name as a reference and to publish it as such.

10.3 Any personal and other data made available to the Contractor will be treated as confidential. The data made available will be stored in a file. These data will not be made available to third parties.

Article 11: Exclusivity and non-competition

11.1 The Client will grant the Contractor the exclusive right to perform the assignment granted for the duration of the agreement and with due observance of the provisions of the agreement.

11.2 During the Agreement’s term and for one (1) year after its end, the Client will not be permitted to directly or indirectly hire any of the Contractor’s employees, or to enter into a contractual relationship with any of the Contractor’s employees, unless the Contractor has approved the relationship in question in writing.

11.3 For each violation of the provisions laid down in Article 11.2, the Client will forfeit an immediately due and payable penalty in the amount of EUR 50,000 per violation or EUR 1,000 per day that the violation lasts, without prejudice to the Contractor’s right to claim full damages. These damages will explicitly include any costs related to enforcing the Contractor’s rights, both judicially and extra-judicially – in which context, in the event of judicial enforcement, these costs will not be limited to any order to bear the costs of the proceedings – as well as any costs related to the discovery of the violation and establishing liability (or having others do so).

Article 12: Intellectual property

12.1 All copyrights and other intellectual property rights relating to the services provided by the Contractor will be vested in the Contractor. The Client acknowledges these rights and will refrain from any acts infringing same.

12.2 All documents made available by the Contractor, such as digital and other reports, monitors, checklists, recommendations, templates, sales guides, designs, sketches, software, applications, introduction pages, etc., will be exclusively intended to be used by the Client. The Client will not be permitted to publish or reproduce in whatever form any information obtained from the Contractor, which prohibition will include sales and adaptations of such information, making same available to others, circulating same and integrating same into networks, possibly following adaptations, unless the Contractor has granted its written permission for such publication and/or reproduction and/or such publication and/or reproduction follows from the nature or purport of the agreement with the Contractor.

12.3 All documents supplied by the Contractor in the performance of the assignment, such as documents, reports and optimized pages, will remain the Contractor’s property. After the contract has ended or has been cancelled, the Contractor may request the Client to remove all documents, reports, optimized pages and recommendations from his/her/its website or to return same to it.

12.4 The Contractor will retain the right to use any knowledge acquired pursuant to the performance of the work for other purposes, to the extent that this does not involve disclosing any confidential information of the Client to third parties.

12.5 The Client will indemnify the Contractor against all claims instituted by third parties relating to intellectual property rights with respect to the publication of the texts, images or other data made available by or on behalf of the Client. In this context, the principle will apply that any digital images of networks of third parties do not belong to the Client, unless the Client proves otherwise.

Article 13: Contract term and cancellation

13.1 The agreement will be concluded for the period specified in the order confirmation.

13.2 If no contract term has been agreed, the agreement will be concluded for an indefinite period of time.

13.3 A fixed-term agreement cannot be cancelled prematurely.

13.4 A fixed-term agreement will be automatically renewed each time after the expiry of the term specified in the contract by the same period of time, unless the agreement is cancelled by certified letter effective from the end of the – original or renewed, as appropriate – contract term, with due observance of a one-month notice term.

13.5 The Client will furthermore be entitled to cancel or terminate the agreement with immediate effect in the event that:

a. the Client is declared bankrupt, is granted a suspension of payments, as well as in the event that the Client is dissolved and liquidated, or if prejudgment attachment or attachment under a warrant of execution is levied on the Client’s movable and/or real property;

b. the Client is in default of performance of his/her/its obligations ensuing from the agreement.

13.6 If the agreement is cancelled prematurely by the Contractor, the Contractor will ensure that the work still to be performed will be transferred to third parties, in mutual consultation with the Client. This will be subject to exception if the cancellation is attributable to the Client. If the transfer of the work results in additional costs for the Contractor, those costs will be charged to the Client. The Client will be obligated to pay the Contractor those costs within the term specified for that purpose, unless the Contractor indicates otherwise.

13.7 In the event that the Client fully or partially cancels an order, the work already performed and any items ordered or prepared in that context, plus any costs relating to the supply, removal and delivery of same and the working hours reserved for the agreement’s performance, will be charged in full to the Client.

Article 14: Fee

14.1 The Contractor’s fee will not depend on the outcome or results of the services provided.

14.2 All prices and cost estimates will be exclusive of Dutch VAT, unless stated otherwise.

14.3 If no fixed fee has been agreed, the fee will be determined on the basis of the hours actually worked. The fee will be calculated in accordance with the Contractor’s usual hourly rates as apply for the period in which the work is performed, unless a different hourly rate has been agreed.

14.4 For all assignments, the costs will be charged on a monthly basis.

14.5 Prices will be based, inter alia, on factors such as wages, social security contributions and taxes, levies, insurance premiums, etc., as such applied at the time that the quotation was issued or the agreement was concluded. In the event that any changes occur with respect to these or other price-determining factors after the issue of the quotation or the conclusion of the agreement and prior to the completion of the services or delivery, the Contractor will be entitled to adjust the prices applied by it and charge these new prices to the Client.

Article 15: Payment

15.1 Payment must be made within fifteen (15) days of the invoice date, in a manner to be indicated by the Contractor in the currency in which the invoice is drawn up. The Contractor will be entitled to send periodical invoices.

15.2 If payment is not made within this fixed fifteen-day payment term following the invoice date, the Client will be in default without any further warning or notice of default being required. From the time that he/she/it is in default until the time that he/she/it has effected full payment, the Client will owe the Contractor 1.5% in monthly interest on the entire exigible amount, unless the statutory interest rate is higher, in which case the highest interest rate will apply.

15.3 Upon the agreement’s conclusion, the Contractor may stipulate an advance payment. Such an advance payment will be specified in the quotation and/or the contract. The Client will be obligated to pay the Contractor the advance, unless provisions to the contrary have been agreed in writing.

15.4 In the event that the Client is declared bankrupt or is granted a suspension of payments, as well as in the event that the Client is dissolved and liquidated, or if prejudgment attachment or attachment under a warrant of execution is levied on his/her/its movable and/or real property, any amounts payable by the Client to the Contractor will immediately become fully exigible, without any warning or notice of default being required.

15.5 Any payments made by the Client will first be used to cover all outstanding interest and costs and subsequently to cover the longest outstanding invoices, even if the Buyer states that the payment is intended to cover a more recent invoice.

15.6 The Client may not invoke setoff on any grounds whatsoever. If the Client is of the opinion that he/she/it is able to exercise any claims pursuant to the agreement concluded with the Contractor, such claims will not release him/her/it from his/her/its obligation to effect payment in the manner agreed, nor will he/she/it be entitled to suspend his/her/its payment obligations.

Article 16: Collection costs

16.1 All costs relating to the judicial or extra-judicial collection of outstanding amounts, including the costs of legal assistance, will be borne by the Client.

16.2 For purposes of Article 16.1, the Contractor and the Client agree that any extra-judicial collection costs will be calculated in accordance with the collection rate of the Netherlands Bar Association [Nederlandse Orde van Advocaten], subject to a minimum of EUR 250.

16.3 Under no circumstances will the Client be entitled to set off any amounts payable by him/her/it to the Contractor. Objections to the amounts stated in invoices will not suspend the corresponding payment obligations. In the event that the Client cannot invoke Part 6.5.3 (Sections 6:231 through 6:247 of the Dutch Civil Code), he/she/it will also not be entitled to suspend payment of an invoice for any other reason.

16.4 Any payments made by the Client may first be used by the Contractor to cover costs, then to cover any interest due and finally to cover the principal sum and any accrued interest. The User, without being in default as a result, may refuse an offer of payment if the Client designates a different order for the payment allocation. The User may likewise refuse complete payment of the principal sum if that payment does not include the any interest that has fallen due, accrued interest, as well as any collection costs incurred.

16.5 In the event that the Client is default or breach of contract regarding the performance of his/her/its obligations, or timely performance thereof, all reasonable costs incurred in obtaining payment extra-judicially will be borne by the Client. Any extra-judicial costs will be calculated on the basis of customary rates in Dutch collection cases. The current calculation method has been laid down in the Report Preliminary Work II [Rapport Voorwerk II]. In the event, however, that the Contractor has had to incur higher costs to collect a debt which were reasonably necessary, the costs actually incurred will qualify for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Client. The Client will furthermore owe the Contractor interest on the payable collection costs.

Article 17: Complaints

17.1 All complaints relating to the performance or non-performance of any assignment must be submitted by the Client to the Contractor in writing within fourteen (14) days of finalizing the assignment, on pain of the lapse of any such claims.

17.2 The Contractor will make every effort to handle any complaints submitted in accordance with Article 17.2 in the best possible manner.

17.3 The submission of a complaint will not affect the Client’s other obligations.

Article 18: Liability

18.1 The Contractor will only be liable for any non-performance or incorrect or partially incorrect performance of the assignment in the event and to the extent that this has directly resulted from an intentional act or omission or gross negligence on the Contractor’s part.

18.2 Under no circumstances will the Contractor be liable for any consequential damage [gevolgschade], indirect damage, trading losses, loss of profits or damage caused by auxiliary persons and/or third parties engaged by the Contractor for purposes of the agreement’s performance.

18.3 In the event of any shortcomings in the Contractor’s performance, no liability will be accepted for shortcomings that have arisen through the fault of the Client or third parties who come under the Client’s responsibility or engaged by the Client.

18.4 The Contractor will no accept any liability vis-à-vis the Client or any third parties for texts, images and other data provided to it by or on behalf of the Client, or for any wrongful use of same by the Client.

18.5 The parties hereby explicitly exclude any liability for damage that as arisen due to malfunctions or failures in the electronic services provided by the Contractor and by third parties, such as providers, network operators and other telecommunications networks. This will also apply in the event that such malfunctions or failures have only led to delays in the performance of the assignment.

18.6 In the event that – with due observance of the preceding paragraphs – any liability should nevertheless arise on the part of the Contractor for damage incurred by the Client due to an attributable failure in the Contractor’s performance of its obligations pursuant to the agreement, this liability will in all cases be subject to a maximum amount equaling that part of the invoice corresponding with the specific part of the agreement to which the liability pertains.

18.7 Any damage for which the Contractor is liable pursuant to the preceding paragraph will only qualify for compensation if the Client has notified the Contractor of same within fourteen (14) days of that damage arising, unless the Client shows that he/she/it could not have reasonably reported the damage within that term.

18.8 The Client will indemnify the Contractor against any liability vis-à-vis third parties for damage of whatever nature that has arisen because of or in connection with the agreement’s performance.

Article 19: Force majeure

19.1 The Contractor will not be liable in the event of force majeure. In these General Terms and Conditions, the term “force majeure” must be understood to mean, in addition to its meaning according to the law and in case law, all external causes, foreseen or unforeseen, which the Contractor cannot influence, and as a result of which the Contractor is unable to perform its obligations. Force majeure will in any event include: strikes, excessive absence due to illness of staff members, temporary or long-term staffing shortages, fire, interruptions of business operations and technical malfunctions at the Contractor’s offices or at external parties engaged by the Contractor, any lack of information or the provision of incorrect information, to be determined at the Contractor’s discretion, as well as any failure on the Client’s part of extend sufficient cooperation.

19.2 In the event of a situation of force majeure, the Contractor will be entitled to consider the agreement fully or partially dissolved or to fully or partially dissolve same, or to cancel the assignment, without being obligated to pay the Client any damages. The Contractor must notify the Client of any such event forthwith.

19.3 In the event that the Contractor is able to perform part of its obligations at the time that the situation of force majeure arises, it will be entitled to invoice the part already performed or the part that can still be performed, as appropriate, separately, and the Client will be obligated to pay this invoice as if it pertained to a separate agreement.

Article 20: Final provisions

20.1 Neither party will be entitled to transfer any of the rights or obligations ensuing from this agreement without the other party’s written permission.

20.2 Any amendments and supplements to the agreement between the Contractor and the Client will not apply unless they have been agreed by the parties in writing.

20.3 Without prejudice to Article 20.2, the Contractor will be entitled to unilaterally amend these General Terms and Conditions. Such amendments will also apply to agreements previously concluded. The Client will be notified of any amendments in writing or by email, and such amendments will take effect thirty (30) days after such notification, unless the notification mentions a different date.

20.4 If a provision of the agreement or these General Terms and Conditions proves to be null and void, this will not affect the entire agreement’s validity. In that event, the Contractor will be entitled to replace that null and void provision by a new provision which is as similar as possible to the null and void provision and which is not be unreasonably onerous for the Client.

20.5 If these General Terms and Conditions and the order confirmation or the written agreement prove to contain conflicting provisions, the provisions of the order confirmation or the written agreement, as appropriate, will prevail.

Article 21: Applicable law and forum

21.1 All agreements between the parties and all obligations ensuing from or related to same will be governed exclusively by Dutch law.

21.2 All disputes arising from or related to the agreements and obligations mentioned in the preceding paragraph not covered by the jurisdiction of the Sub-District Judge will, in the first instance, be brought before the District Court of Amsterdam. Nevertheless, the Contractor will be entitled to submit any disputes to the competent court in the Contractor’s place of domicile.