General Terms and Conditions of RARE Research Audits & Research Education B.V., adopted by the Board on January 2, 2023

The General Terms and Conditions were filed on November 1st 2023 with the Dutch Chamber of Commerce under Chamber of Commerce number 72363967.

1-General

1.1 These general terms and conditions apply to every offer and/or quotation and/or order and/or agreement hereinafter referred to as "Assignment" with regard to audits and/or surveillances to be performed in the broadest sense of the word, between RARE Research Audits & Research Education B.V., hereinafter referred to as: “Contractor”, and the (potential) client, hereinafter referred to as: “Client”.

1.2 Deviations from these terms and conditions can only be agreed in writing and only apply to the Assignment to which they have been explicitly declared applicable by the Contractor and the Client. The general terms and conditions of the Client are excluded by the Contractor unless the (partial) applicability thereof in addition to the applicability of these terms and conditions has been agreed in writing between the parties.

1.3 If one or more of the provisions in these terms and conditions are invalid, contrary to law or otherwise unenforceable, this will not affect the validity of the remaining provisions. The parties will negotiate in good consultation about a new provision to replace the invalid or unenforceable provision, which follows the purport of the invalid or unenforceable provision as closely as possible.

2-Briefing

2.1 The Contractor must inform itself sufficiently about the objectives of the Client with the Assignment.

2.2 The Contractor's proposals are based on the information provided by the Client. The Client guarantees that to the best of its knowledge it has provided all essential information for the design and performance of the Assignment. The Client also guarantees that it is entitled to have all data provided to the Contractor used for audits.

2.3 All information provided by the Client to the Contractor in the context of the Assignment, including the information during the briefing, is strictly confidential and the Contractor is obliged to keep it confidential. This confidentiality obligation also applies to the Client if the Client has received information from the Contractor, such as, but not limited to, proposals and quotations and the Assignment is not given to the Contractor.

3-Proposals and quotations

3.1 All proposals and quotations from the Contractor are without obligation. An Assignment is deemed to have been concluded as soon as the Contractor, after reaching agreement on the proposal, has confirmed the Assignment in writing or has commenced the execution of the Assignment with the knowledge of the Client.

3.2 The Contractor may charge costs for making a proposal, provided this has been agreed in advance with the Client.

3.3 If the Client has submitted a request to more than one (potential) Contractor for the submission of a proposal, the Client is obliged to inform all (potential) Contractors about the number of applications. If the Client fails to fulfill this obligation and no assignment is given to the Contractor, the Client will owe all costs incurred by the Contractor in connection with making the proposal.

3.4 Rates and costs offered by the Contractor cannot be increased during four months after the offer, unless the performance of the Assignment cannot take place within the period stated in the proposal due to the actions of the Client or the Contractor has reserved the right to increase.

3.5 All amounts stated in quotations are exclusive of VAT and other levies imposed by the government.

4-Liability

4.1 The Contractor will perform the Assignment to the best of its knowledge and ability. This obligation has the character of a best efforts obligation, unless otherwise agreed in writing.

4.2 The Contractor is liable for any shortcomings in the performance of the Assignment, insofar as these are the result of the Contractor's failure to observe the care and expertise that may be relied on in this respect. The liability for the damage on this account is limited to the amount of the compensation that the Contractor has received for its activities in the context of the Assignment.

4.3 Any claims from the Client must be submitted within one year after the discovery of the damage, failing which the Client has forfeited its rights. Any liability of the Contractor for any consequential damage suffered by the Client is excluded. Consequential damage is understood to mean, among other things, all damage resulting from any form of use of results by the Client or third parties, and the Client will indemnify the Contractor against claims in this respect from third parties.

5-Delivery time and schedule

5.1 Agreed delivery times are not binding in the event of delays due to unforeseen circumstances related to interim changes to the Assignment or other circumstances which neither the Contractor nor the Client reasonably had to take into account when the agreement was concluded. If the Contractor foresees a delay, it will immediately inform the Client thereof.

5.2 If the Client wishes to make a change to the agreed time schedule, the Contractor will cooperate, provided that the Client enters into timely consultation with the Contractor about this and furthermore on the condition that, depending on the circumstances of the case in question, this cooperation is reasonable on the part of the Contractor. may be required. If the Client deviates from the agreed schedule of the Assignment, the Contractor is entitled to charge the costs arising from the change in the agreed time schedule desired by the Client to the Client. Unless a deviating agreement has been made in writing about the term referred to below, the Client must always make known any deviations from the agreed time schedule at least ten (10) working days before the planned commencement time of the Assignment. If the Client does not observe this term, the Contractor is entitled to full payment of the fee agreed for the Assignment. Any replacement income will be deducted from this reimbursement.

6-Changes/additional work

6.1 If the Client wishes to make changes to the design and/or content of the Assignment, the Client will enter into timely consultation with the Contractor. The Contractor will cooperate with the desired changes, provided that this can reasonably be expected of the Contractor and agreement has been reached on this and on the costs that can reasonably be charged extra or can be reasonably deducted.

6.2 The Contractor is never permitted to make changes to the agreed design and/or content of the Assignment without the Client's consent.

6.3 If the Contractor has to perform more work than provided for in the proposal on which the Assignment is based, he will consult with the Client about this. The additional work to be performed by the Contractor will be borne by the Client, unless the need to perform this additional work was caused by negligence on the part of the Contractor or because the Contractor made an incorrect assessment or could reasonably have foreseen the work in question. The amount of the compensation involved in the additional work in question will be determined by the parties in consultation.

7-(Interim) termination of the Assignment / suspension and dissolution of the Assignment

7.1 If, as a result of a cause that can be attributed to the Contractor, the Assignment is not performed in accordance with the proposal on which it is based, the Client will give the Contractor written notice of default and the Client will inform the Contractor, with due observance of a term of seven (7) days, in the opportunity to still properly perform the Assignment. The Client is only then not obliged to give the Contractor the opportunity to do so, if this cannot reasonably be expected of the Client. Additional costs incurred by the Contractor after being given notice of default are not eligible for reimbursement. Only if the shortcoming of the Contractor continues after notice of default, the Client is entitled to cancel the Assignment.

7.2 If, as a result of a cause that can be attributed to the Client, the Contractor has not been able to perform the Assignment or has not been able to perform it in accordance with the underlying proposal, the Contractor will give the Client written notice of default with due observance of a term of seven (7) days and offer the Client to still perform the Assignment, unless this cannot reasonably be expected of the Contractor. The additional costs that the Contractor incurs in this connection will be borne by the Client. If the Client does not make use of said offer, the Client is obliged to compensate the damage suffered by the Contractor as a result of the non-performance of the assignment. The Contractor is entitled to dissolve the Assignment without notice of default and/or to suspend the execution of the Assignment, if the Client otherwise fails to fulfill its obligations towards the Contractor, or does not do so on time or properly.

7.3 If the Contractor or the Client is declared bankrupt, applies for (provisional) suspension of payments or ceases business operations, the other party has the right to terminate the Assignment with immediate effect.

8-Payment terms

8.1 The rates stated in a proposal and/or quotation include travel and accommodation costs, unless stated otherwise. Costs that the Contractor may charge to the Client must be specified in outline by the Contractor upon request.

8.2 Payment must be made within fourteen (14) days of the date of the invoice, unless agreed otherwise. After this due date, the statutory interest will be charged. If the Client fails to fulfill one or more obligations towards the Contractor, all reasonable costs incurred in obtaining payment out of court will be borne by the Client with a minimum of 15% of the claim. The Client is not entitled to suspend and/or set off obligations towards the Contractor.

9-Intellectual Property

9.1 All rights (including copyright) to the following (audit) material remain with the Client / are transferred to the Client:
a. documentation and other information provided by the Client;
b. the result of the Assignment - in the form of reports, advice, etc. - on the condition that the Client has fully paid the costs owed to the Contractor with regard to the Assignment.

9.2 The Contractor is not permitted to disclose (any part of) the material referred to in Article 9.1 to third parties without the Client's permission.

9.3 All intellectual property rights, including copyright, to the (audit) material rest and continue to rest with the Contractor.

9.4 The Client is not permitted to disclose (any part of) the material referred to in Article 9.3 to third parties without the permission of the Contractor. The Client may reproduce the material referred to in this article for internal use and use it for internal use on the other hand.

10-Force majeure

10.1 If the Contractor is prevented from fulfilling its obligations due to force majeure, the Contractor will immediately inform the Client thereof and enter into consultation with the Client. The Client will cooperate in the desired extension of the period, provided that this can reasonably be expected of the Client and agreement has been reached on this and on the costs that can reasonably be charged extra or that can reasonably be deducted.

10.2 If the performance of the Assignment is delayed by more than three (3) months due to force majeure, both the Contractor and the Client are authorized to consider the Assignment terminated. In that case, the Contractor is only entitled to reimbursement of the costs incurred by it.

11-Secrecy and exclusivity

11.1 Parties are obliged to maintain confidentiality vis-à-vis third parties who are not involved in the performance of the Assignment regarding all confidential information they have obtained from each other or from another source in the context of the Assignment. Information is considered confidential if this has been communicated by the other party or if this ensues from the nature of the information, but in any case the information as referred to in Article 2.3 of these general terms and conditions.

11.2 In the event of a violation of the provisions referred to in this article, the Client will owe the Contractor an immediately due and payable penalty of ten (10) times the agreed fee for the Assignment, without prejudice to the Contractor's right to claim compensation.

12-Transfer of rights and obligations

The Client is not entitled to transfer all or part of its rights and obligations arising from the Assignment to third parties, unless with the Contractor's prior written consent.

13-Residual Provisions

13.1 The Client is never authorized to set off an obligation, whether due or not, on its part against an obligation of the Contractor towards the Client.

13.2 All legal claims of the Client against the Contractor on the basis of an Assignment or the law become time-barred after one year after the limitation period has commenced in accordance with the statutory rules.

13.3 These general terms and conditions have been filed with the Chamber of Commerce and can also be obtained via www.rare-audits.com. The most recently filed version applies.

13.4 The Contractor is authorized to make changes to the General Terms and Conditions. These amendments will enter into force on the announced date of entry into force, except with regard to assignments agreed before that date. The Contractor will send the amended general terms and conditions to the Client in good time. If no time of entry into force has been communicated, changes will take effect vis-à-vis the Client as soon as the change has been communicated to or made known to the Client, except with regard to assignments agreed before that date.

14-Protection of personal data

The Contractor handles personal data with care and observes the applicable European regulation(s) and other regulations, including self-regulation in the field of personal data protection, when processing personal data.

15-Applicable law and disputes

Dutch law applies exclusively to all Assignments between the Client and the Contractor.