General terms and conditions of Reguls per 1st of June 2010

1. Definitions

These general terms and conditions describe as:

a. Conditions: the underlying general conditions;

b. Reguls: Reguls, established in Utrecht (The Netherlands) and registered with the Chamber of Commerce of Midden-Nederland number 30284498;

c. Website: the place on the Internet where the website of Reguls is located, where information is given and also the opportunity to register for (information) services or a subscription.

d. Customer: the person, company or legal entity who/which has an agreement with Reguls through its website or in writing to purchase one or more subscriptions, products or services;

e. Parties: Customer and Reguls who have signed a contract or are in negotiation;

f. Agreement: the joint decision of Reguls and Customer to enter into a legal relationship, which Reguls undertakes, pursuant to the provisions contained in these Conditions, to deliver certain services or subscriptions in exchange for payment or another performance delivered by the Customer

g. Subscription: An agreement stating that Reguls agrees to periodically provide information to the Customer, the subscriber, until further notice by the subscriber, to provide information on a data carrier or through access of a online database or information service.

h. Services: all the performed word by Reguls for the Customer, including but not limited to management consultancy, legal advisory, project and interim management, training and education and mediation for placement of personnel.

2. Relevance

a. The terms of these conditions apply to any agreement, including all follow-up orders, amended or additional instructions given by the Customer to Reguls, as well as subscriptions and all other legal relationships arising from or in connection with an Agreement, assignment or Subscription.

b. The terms of these Conditions shall apply to any legal relationship that arises as a result of or in connection with the use of the Website.

c. The terms of these Conditions apply to any legal relationship that is created when advice arises as a result of or in connection with any legal relationship described here above under a and b, whether pursuant to these Conditions or not.

d. These Conditions are stipulated for any third party, whether or not in the service of Reguls, who is involved in the execution of any Agreement or who is or may be liable in connection herewith.

e. An Agreement shall only be accepted by and on behalf of Reguls, even if it is the explicit or implicit intention that a specific person shall execute an order. Notwithstanding Articles 7:404, 7:407 and 7:409 paragraph 2 of the Civil Code, those who work for or on behalf of Reguls, whether or not in employment, shall not be personally liable and bound to the Agreement, nor will the death of such person terminate the Agreement not even if the command is given for that specific person.

f. The execution of an Agreement will exclusively benefit the Customer. Unless Reguls explicitly consents in writing, no other than the Customer may rely on or has any rights in connection with the result of an Agreement or the manner of execution thereof.

g. When executing the Agreement, Reguls will take the appropriate measures to preserve the confidentiality of the client relationship. Nevertheless, unless the parties expressly agreed otherwise, the following applies to the Agreement:

(i) The Customer consents to the distribution of information, whether or not in connection with the Agreement, within the organization of Reguls known facts to the attention of those connected to Reguls who find such information useful in connection with the handling of an assignment or relationship management;

(ii) The Customer consents to the communication using all the currently customarily means of communication, in particular, the Internet.

h. Reguls will exercise due care when hiring a third party and will consult with the Customer about the selection of a third party if it is customary and reasonable in the context of the relationship with the Customer to do so. Reguls is authorised to agree to terms and conditions that are applicable to the relationship with a third party or that are stated by a third party. In relationship to the Customer, Reguls can rely on such terms and conditions in as much as it concerns the execution of an Agreement by a third party. Under no circumstances will the Customer directly claim against such third party.

i. Deviations from these Conditions are only valid if explicitly agreed upon in writing between the Parties.

j. If these Conditions are subject to modification, the modified version is applicable to any Agreement signed between Customer and Reguls after the modification was enforced.

3. Prices and fees

a. Reguls calculates a fixed price for subscriptions. A fixed rate can be arranged in advance for services and project work, be it a fee based on calculated hours. Prices and rates exclude VAT.

b. Unless otherwise agreed, the fee will be determined on the basis of hours worked multiplied by the applicable rates set by Reguls and regularly determined. The applicable rates are available upon request at any time. Disbursements incurred on the Customers behalf will be charged separately. To cover general office expenses (such as shipping by regular mail, telephone costs, fax and electronic communications, photocopying and document production), a by Reguls determined percentage of the fee will be charged as part of the tariff. All amounts exclude VAT.

4. Billing, notice and others

a. All work carried out will be charged to the Customer on a monthly basis. The payment is due within 30 days from the date of the invoice. In the absence of timely payment Reguls will be entitled (without further notice) to charge and receive statutory interest. At any time an advance payment for services can be asked to carry out work. Work may be suspended if no payment is available to cover them. If the Customer pays too late or not at all, all judicial process and execution costs and the administrative and extrajudicial collection costs shall be borne by the Customer.

b. The Agreement can only be terminated by Parties in writing at the end of a contract period in accordance with a notice of one month. If such notice is not complied with, the Agreement is automatically extended for a period of one year. Reguls may terminate the Agreement without prior notice:

- If a party, acting commercially as a natural person or in the name of a sole proprietorship dies;

- In case of closure, liquidation and at the time of application for suspension of payments or bankruptcy of either party;

In these cases, without prior notice is required, the entire amount of the invoice amounts outstanding under the Agreement will be immediately due and payable. Reguls can terminate the Agreement with immediate effect by giving written notice if the Customer fails attributable to fulfil its obligations under the Agreement.

c. Subscriptions must be paid in advance. Unless otherwise agreed in writing, a Subscription period is 12 months starting from the date of realization of the Agreement. A Subscription is automatically renewed at the then current subscription price with the same period as the current period unless the Customer has given written notice compliant with the relevant applicable notice period, but with at least a notice period of one month. Any cancellation can only be done in writing at the end of the subscription period.

5. Liability

a. Reguls is not liable for any by the Customer or third parties suffered damages of any kind or size, related to or resulting from executing the Agreement or the objective default.

b. Reguls is not responsible for any damage the Customer or third party suffered or will suffer, directly or indirectly due to the inaccuracy, incompleteness, or illegality or delays in the timeliness of information provided to the Customer by Reguls.

c. All (editorial) information is carefully and to the best of knowledge gathered and drawn up. Reguls and the authors cannot in any way guarantee the completeness or accuracy of the information. Reguls and authors accept no liability whatsoever for damage of any kind arising from actions or decisions based on this information.

d. When and where any liability appears to rest on Reguls towards the Customer, for whatever reason, then this liability per occurrence is limited to the amount that is paid out for that event under the liability insurance coverage taken out by Reguls, plus the amount of the deductible applicable to this insurance coverage.

e. If Reguls is held liable by a third party in respect of any damage for which Reguls under the Agreement with the Customer or under these Conditions is not liable, the Customer will fully indemnify Reguls in this area.

f. Reguls is entitled to transfer the rights and obligations under the Agreement in whole or in part, to a third party, provided written notice to the Customer and under the condition that the acquiring party in respect of those rights and obligations specified will enter the place of Reguls through the transfer of its obligations to the Customer, for which obligations Reguls will be fired by the Customer. The Customer must fully cooperate and accommodate such transfer.

6. Intellectual property, transfer rights and / or obligations.

a. All intellectual property rights to the published works, including copyrights, trademark rights and database rights are owned by Reguls or the authors represented by Reguls. Unless expressly permitted by Reguls or the law, no part of the published works may in any way be published or reproduced, including storage in any computerized file.

b. The Customer may not delete or modify any indication regarding copyrights, trademarks, trade names or other intellectual or industrial property from (software) material.

c. The Customer may not, without the prior written permission of Reguls, transfer duties or obligations attached to a subscription attached to a third party, including access and usage.

7. Privacy and confidentiality

a. The parties are to ensure that information received during and after entering into the Agreement will be carefully handled. Information will be considered confidential if a Party has indicated as such.

b. Reguls has the power to capture data from the Customer for the execution of the Agreement and / or provide the Customer with information about its services. Reguls respects the privacy of Customers personal information and will at all times handle it as confidential and in accordance with the Dutch Data Protection Act (Wet bescherming persoonsgegevens). If the Customer does not appreciate the disclosures mentioned in this article, this can be communicated in writing to Reguls.

8. Other provisions

a. Any legal relationship arising out of or in connection with the relations mentioned in these Conditions shall be governed by Dutch law. Any disputes arising from such legal concerns shall be resolved by the competent court in Utrecht, The Netherlands. Claims for compensation expire if proceedings are not commenced in the competent court within one year after the discovery thereof. If Reguls is acting  as the claiming party, Reguls can commence proceedings in a competent court without clause.

b. These Conditions are available in Dutch and English. In the event of a dispute over content or meaning of these Conditions, only the Dutch text and its meaning under Dutch law are binding.

c. The Customer, when changing its name or the address information, will inform Reguls in writing and at least 14 days prior to the effective date of the amendment.

d. The content of leaflets, brochures, advertisements and any other (advertising) material is subject to change and do not bind Reguls in any way.

These general conditions are deposited at the Chamber of Commerce for Midden-Nederland, The Netherlands.