General terms and conditions Appointment Incasso en Zakelijke dienstverlening B.V. Rotterdam

Article 1 Application of terms and conditions

These terms and conditions apply to all tasks and services carried out by “Appointment Incasso en Zakelijke dienstverlening B.V.”, statutory seated and having its office in Rotterdam (hereafter “Appointment”).

All activities and services carried out by Appointment are at the expenses and liability of the constituent. Appointment will do its utmost, as set out by law, to charge the debtor with costs made in respect to the task given to Appointment or to recover these costs from the debtor.

Constituent is obliged to supply Appointment with all relevant information and documents regarding the task or service agreed upon by parties. Either at the initiation of Appointment’s activities and / or during the process of the demanded task or service if needed. If constituent does not comply with this request, Appointment has the right to reject the demanded task or service notwithstanding the right to compensation of all that is agreed upon by the signed agreement to perform a task or service and compensation as set out in Appointment’s general terms and conditions as well as compensation for damage suffered by Appointment. The constituent carries the responsibility of, and the liability for, the correctness and completeness of the supplied information and documents.

Appointment has the right to perform all actions she sees fit in order to successfully perform the agreed upon task or service. Restrictions in these actions need to be notified to Appointment by the constituent when offering Appointment to perform the task or service.

Article 2 The agreement to perform a task or service

The agreement between constituent and Appointment of the performance of a task or service by Appointment under the terms and conditions set out in that agreement and Appointment’s general terms and conditions is legally binding when Appointment receives the signed “task- or service confirmation” by email or fax.

Article 3 Performance of the agreement

If and insofar as is necessary for a good performance of the agreement, Appointment has the right to use third parties for the performance of activities or tasks in relation to the agreement. If a third party is an Attorney at law and procurator (“Advocaat en procureur”), (hereafter “Attorney”), the rules and practices of the Dutch Bar Association (“Nederlandse Orde van Advocaten”) apply when the Attorney acts directly or indirectly on behalf of the constituent.

3.2 Constituent is responsible for the duly and timely supply of all necessary information and documents Appointment deems necessary or of which constituent should reasonable understand their necessity for the good performance of the agreement. If the necessary information and documents needed for a good performance of the agreement are not timely submitted to Appointment, Appointment has the right to postpone the performance and or hold the constituent liable for damages caused by the delay. Appointment is not liable for any kind of damages caused by the supply of wrong or incomplete information by the constituent, unless the incorrectness or incompleteness should have been foreseeable by Appointment.

3.3 If parties have agreed to proceed with the performance of the agreement in phases, Appointment has the right to suspend the performance of a phase, if constituent has not approved, in writing, the results of the preceding phase.

Article 4 Modification of the agreement

4.1 If during the performance of the agreement the need arises to modify or adjust the agreement in order to pursue the best performance of the agreement, parties will timely and with mutual consent modify or adjust the agreement. If parties agree to the modification or adjustment of the agreement, it is understood by parties that the duration of the agreement might be prolonged. Appointment will inform the constituent of this prolongation as soon as possible. If the modification or adjustment of the agreement has financial and or other for the constituent important consequences, Appointment will inform the constituent before modification or adjustment of the agreement. If parties have agreed to perform under a fixed fee, Appointment will inform the constituent if and to what extent the fixed fee will be altered.

Article 5 Confidentiality

5.1 Both parties are obliged to respect the confidentiality of all the information used during and after the performance of the agreement in their dealings with third parties who are not involved in the performance of the agreement.

Article 6 Termination of the agreement

6.1 In any of the following situations Appointment will have the right of immediate termination of the agreement and the right to demand immediate payment from the constituent of costs made by Appointment without a preceeding notice of default.

If after closing of the agreement Appointment has due reason to believe that constituent will not be able to fulfil his obligations subsequent to the agreement;
If appointment has demanded a reasonable advance payment or other securities and the payment or security cannot be met by constituent
If the documents and information in relation to the agreement supplied by constituent appear to be false or incorrect

In all aforementioned situations Appointment has the right to suspend further performance of the agreement and or terminate the agreement notwithstanding Appointment’s right to claim damages from constituent.

If due to circumstances Appointment needs to withdraw its service agreement with third parties, hired for the performance of the agreement between Appointment and the constituent, due to unreasonable costs or the inability to continue with the performance of tasks, Appointment has the right of immediate termination of the agreement and cannot be held liable for damages suffered by constituent.

Article 7 Fee

Appointment’s fee is not dependant on the result of the performed task(s) by Appointment. Appointment’s fee can either consist of a fixed fee or a fixed percentage of the total amount due by the debtor and / or consist of an amount based on an hourly rate for services performed by Appointment. If a fixed fee is agreed upon by Appointment and the constituent, Appointment has the right to alter the fixed fee if notable changes in labour wages or overhead costs arise during the agreement. The alteration of the fixed fee due to aforementioned notable changes can only be achieved if the constituent is informed about the alteration by Appointment before the date of these notable changes. If a delay in the supply of necessary information and documents occurs due to actions of the constituent, Appoint has the right to charge constituent for made costs on an hourly base irrelevant of the agreement of a fixed fee. All costs made by Appointment in relation to the agreement including costs made for third parties hired by Appointment for the performance of the agreement will be for the account of constituent.

Article 8 Debt collection and payment

Appointment has the right to demand from constituent a reasonable advance payment for the agreed tasks between Appointment and constituent and has the right to postpone performance of the agreement until the advance payment is met by constituent. Appointment is not liable for any possible legal consequences due to the aforementioned postponement. Appointment does not owe constituent any form of interest in relation to advance payments made by constituent. Invoices from Appointment received by constituent need to be paid in full within two working days. Lack of payment within aforementioned period gives Appointment the right to charge constituent with 1,5% interest calculated over the amount due for each month that payment is not met by constituent.

Constituents are obliged to pay Appointment 15 % debt collection fee calculated over every amount received by Appointment or constituent from debtor, irrelevant of to whom the payment is made (Appointment or constituent) with a minimum of € 150,-- due over the total outstanding debt including interest. If constituent withdraws the demanded debt collection task without the explicit advice to do so by Appointment, constituent is obliged to pay Appointment the aforementioned 15 % debt collection fee calculated over the total outstanding debt(s) including interest, with a minimum of € 150,--, irrelevant of payments made by debtor and notwithstanding Appointment’s right to cost compensation by constituent. Appointment will do her utmost to charge the debtor with the debt collection fee and costs and Appointment will try to keep debt collection costs as low as possible and will emphasize on the non-legal phase of the debt collection procedure. If, a court rules that the debt collection costs will (partly) not be charged to the debtor, but to the constituent, Appointment has the right to charge constituent with these costs.

‘Payments’ mean any form or way of payment, crediting or compensation.

For activities that Appointment performs in relation to the agreed task that are not part of the non-legal amical debt collection phase, but the legal phase, the constituent is obliged to pay Appointment an hourly rate of € 95,-- . If and when this rate applies, the constituent will be informed on forehand by Appointment.

Appointment will do the utmost to charge the debtor with the costs of third parties, hired by Appointment in order to execute the agreed task, notwithstanding Appointment’s right to charge constituent with these costs. An additional overhead fee of € 12,50 will be charged for third party costs consisting of municipal registration documents, chamber of commerce documents, land registration documents, feasibility research and Experian person research.

Constituent is obliged to pay Appointment the costs of the legal procedure, including bailiff’s costs, third party (lawyer) costs, attorney costs and costs for the production of legal documents in full, irrelevant of the (liquidated- and other) costs ruling by a judge.

Constituent is obliged to pay Appointment an initial start-up fee of € 75,-- (VAT not included) for overhead costs. If, during the debt collection procedure the overhead costs surpass this amount, Appointment will inform constituent about the increase and has the right to charge constituent for overhead costs surpassing the aforementioned amount.

Appointment will transfer the collected funds to constituent at the moment that the total outstanding debt is collected or the final payment of the total debt is received by Appointment, including debt collection fee and interest. Appointment has the obligation, as set out by law, to retain payments done by debtors to Appointment for 30 (thirty) days before transferring the amount to constituent’s bank account. After 30 (thirty) days, calculated from the day of final payment, Appointment will transfer the total collected debt(s) including interest to constituents bank account.

Unless agreed otherwise, constituent will be informed about current affairs relating to constituent’s case on demand.

Article 9 Liability

Appointment is not liable for any kind of damages caused as a result of her activities or consult, unless proven by a court ruling.

Appointment is not liable for corporate- or goodwill damages in relation to constituent or constituent’s company or consequential damage of any kind, unless Appointment’s insurer explicitly acknowledges and covers such damages.

If Appointment is held liable for any reason, liability will not supersede the sum of all activities and costs charged to constituent by Appointment.

Article 10 Force majeure

If Appointment is not able to perform the agreed task or service due to a force majeure, including but not comprehensive; illness of employees, computer- or network failure and traffic jams, the performance will be suspended until Appointment is able to continue the performance of the task. Such without being in default or without being liable for damages as a result of the force majeure. Constituent has, in the aforementioned situation of force majeure, the right of immediate written termination of the agreed task or service.

Article 11 Appointment’s general terms and conditions

Appointment has the right to alter her general terms and conditions in whole or partly. The altered terms and conditions will be effective and will rule the agreement from the moment Appointment informs constituent about the alteration. Appointment’s general terms and conditions are deposited at the Chamber of Commerce in Rotterdam the Netherlands and are published on Appointment’s website www.appointmentincasso.nl

Article 12 Forum and Governing law

All disputes arising in relation to Appointment’s general terms and conditions will be governed by Dutch law and will be ruled by the Dutch court(s).