Terms and Conditions

Article 1 DEFINITIONS

For the purposes of these Terms and Conditions, the following definitions apply:

Alarm System Asystem installed at or on the client’s premises that is capable of being connected via the public telephone network or a landline connection to the contractor’s alarm monitoring center or to an external alarm monitoring center.

Alarm Response: Forwarding alarm notifications received by the Alarm Center to the persons and/or agencies designated by the client and, if agreed upon, conducting an on-site investigation into the cause of an alarm notification at the client’s request.

Security ServicesAll services provided by the contractor in the field of security and surveillance.

Message Service: Receivingmessages from the client’s customers or business contacts and forwarding them to the client for further handling during the hours agreed upon with the client when the client’s switchboard is not staffed.

ServicesThe Services to be performed by the Contractor as set forth in the Agreement entered into between the parties.

External Emergency Call Center: The third-party emergency call center used and designated by the contractor.

Emergency Call CenterThe contractor’s central emergency call center.

Mobile surveillance: A security service provided by the contractor’s security guards who are not stationed at or near a property, consisting of visiting and inspecting the property, with or without the use of a surveillance vehicle.

Object: Thebuilding, lot, facility, complex, or installation to which the Services relate, in the broadest sense of the term.

Property SecuritySecurity services provided by the contractor’s personnel stationed at or near the property.

Client: The party or parties that have entered into an Agreement with the Contractor—whether or not through an authorized representative—to which these terms and conditions apply.

Contractor: Thecompany that offers and provides Security Services, as well as consulting, investigative, or loss adjustment services and related work.

AgreementThe agreement between the contractor and the client, of which these terms and conditions form a part.

Personnel Allpersons (including subcontractors), whether or not employed by the contractor, who are deployed by the contractor in the performance of the agreed work.

Risk Management: Advisory services, consulting, and (project) management provided by a contractor in the field of security and surveillance.

Services: Reception services, as well as similar services, provided by the contractor’s service staff stationed at or near the client’s premises.

Keys, keycards, remote controls, and any other means by which access to a property can be gained.

Fee Theamount the client is required to pay for the agreed-upon Services.

ARTICLE 2 GENERAL PROVISIONS

2.1. Applicability

1 These terms and conditions apply to every offer and every Agreement between the Contractor and the Client, unless the parties have expressly deviated from these terms and conditions in writing, or unless provisions from one of the chapters of Part II apply. These terms and conditions also apply to all stages preceding the conclusion of an Agreement and to the Services and work performed by the Contractor prior to the conclusion thereof.

2 The Contractor is not bound by the General Terms and Conditions declared applicable by the Client, unless the Contractor has expressly accepted those terms and conditions in writing. In the event that the Client has declared its general terms and conditions generally applicable to its orders and/or Agreements, the Contractor’s General Terms and Conditions shall prevail, unless otherwise agreed in writing.

3. If one or more provisions of these Terms and Conditions are invalid or are held to be void, the remaining provisions of these Terms and Conditions shall remain in full force and effect. The invalid or void provisions shall be replaced by provisions that approximate as closely as possible the purpose and intent of the original provisions.

2.2 Offers and Quotes

1 All offers and quotations from the contractor are non-binding, unless the offer or quotation specifies a time limit for acceptance. The contractor is bound by such an offer or quotation only if the

the Client confirms acceptance in writing within the time limit specified in the offer. If the Contractor has not specified a time limit for acceptance, the offer expires 30 days after the date of the offer.

2 Notwithstanding the provisions of Article 6:225(2) of the Civil Code, the contractor is not bound by any deviations contained in the client’s acceptance of the contractor’s offer.

3 In the case of a combined offer or quotation for multiple Services, the contractor is under no obligation to perform a portion of the Services for a corresponding portion of the quoted price if the other portion is not accepted.

4 The Agreement is concluded by and at the time of:

a. The client’s submission of an order confirmation, or

b. The contractor’s written confirmation of an order, or

c. The client’s acceptance of an offer or quotation as referred to in Section 2.2.1, or

d. The actual commencement of work and/or Services by the contractor.

ARTICLE 3 PERFORMANCE OF THE AGREEMENT

3.1 General

1 The Contractor’s obligation is a best-efforts obligation, under which the Contractor shall comply with the specific standards of professional competence required for the provision of the Services. The Contractor shall comply with all government regulations applicable to the Services. Any requirements imposed by the Client regarding the Services must be expressly agreed upon with the Contractor.

2 If and to the extent that the proper performance of the Agreement so requires, the Contractor shall be entitled to have certain Services performed by third parties.

3.2 Working Conditions and Resources

1 The Client undertakes to enable the Contractor to perform the Agreement under conditions that comply with statutory safety requirements and other government regulations. The Client shall ensure that all information and (auxiliary) materials, which the Contractor indicates are necessary or which the Client should reasonably understand to be necessary for the performance of the Agreement, are provided to the Contractor in a timely manner. If the Client fails to fulfill this obligation in a timely manner, the Contractor shall be entitled to suspend the performance of the Agreement and/or to charge the Client for any additional costs arising from the Client’s negligence, including costs incurred by the Contractor in obtaining such resources itself, in accordance with standard rates.

2 If the Contractor performs Services at or near the property under the Agreement, the Client shall provide the facilities reasonably required. These facilities shall include, at a minimum, means of communication, adequate heating, lighting, power supply, restroom facilities, a telephone, fire extinguishers, and a first-aid kit.

3 The Client shall furnish and maintain the premises, equipment, and tools in or with which the Contractor’s Personnel perform their Services, and shall take such measures and provide such instructions as are reasonably necessary to prevent the Personnel from sustaining injury while performing the Services. The Client shall regularly inform the Contractor of the presence and location of all materials and conditions at the site that may be considered hazardous to the Personnel.

3.3 Clothing

During the provision of services, the Staff shall wear the Contractor’s uniform, unless expressly agreed otherwise with the Client and provided that no legal provisions preclude this.

3.4 Limitation of Services

1 The Contractor’s services are limited to the Services specified in the Agreement and—where applicable—the project-specific work instructions drawn up by mutual agreement between the Client and the Contractor.

2 Under no circumstances may the services provided consist of breaking strikes, becoming involved in any way in political or similar disputes, or becoming involved in disputes between the client and one or more third parties, or engaging in any comparable activities.

3.5. Criminal Offenses

1. If the Contractor discovers a criminal offense, it shall report this to the Client. The Client is authorized to file a report regarding this criminal offense. The Contractor reserves the right to file a report itself if failure to do so could result in harm to the Contractor or if the Contractor might itself commit a criminal offense by failing to file a report. Any report filed by the contractor shall be done under the client’s responsibility. The contractor shall never be held liable for any damages incurred by third parties or the client as a result of the report. The client shall indemnify the contractor against all claims in this regard.

2. Expenses incurred by the client, either independently or with the assistance of third parties, to further investigate or uncover a (potential) criminal offense or offenses may not be charged to the contractor unless the contractor has given prior written consent.

3.6 Keys

1. Keys made available to the Contractor in connection with the performance of the Agreement will be retained by the Contractor for two months following the termination of the Agreement; for security reasons, they will be destroyed thereafter. The Client is obligated to collect the Keys within those two months. At the Client’s request, the Contractor will send the Keys to the Client. The Contractor is entitled to charge the Client for the costs thereof.

2 If keys are misplaced or lost during the term of the Agreement, the Client agrees to arrange for the replacement of locks and/or key systems within 48 hours and to provide new keys to the Contractor. The Contractor shall not be liable in any way for damage occurring after the expiration of the 48-hour period. For damage occurring within the 48-hour period, please refer to Article 12.

ARTICLE 4 RATES

4.1 General

1 The Client is obligated to pay the agreed-upon Fee for the agreed-upon Services in full and on time. The Client is not entitled to any discount or set-off.

2 The prices quoted by the Contractor are exclusive of VAT and any other taxes, as well as any costs incurred in connection with the Agreement, unless otherwise agreed.

4.2 Price Change

If, during the term of the Agreement, changes occur that increase costs—including, at a minimum, increases resulting from changes in wages and other terms of employment, wage supplements and other collective bargaining agreement costs, or premium increases, increases in social security contributions, increases in expense allowances, as well as increases in direct and indirect (external) costs, the Contractor is entitled to increase the price agreed upon with the Client during the term of the Agreement, subject to any rules established or to be established by the government in this regard. This authority shall only arise after three months have elapsed from the date on which the Contractor and the Client entered into the Agreement.

ARTICLE 5 PAYMENT

5.1 Billing and Payment Terms

The Client is obligated to pay the invoice within 14 days of the invoice date / in a manner to be specified by the Contractor, unless a different payment term is stated on the invoice. If payment has not been made within the specified period, the Client is automatically in default. The Client shall then owe statutory commercial interest on the invoice amount without further notice or demand for payment, calculated from 14 days after the invoice date. The client shall also be liable for all reasonable costs incurred by the contractor in obtaining payment out of court, including the costs of a collection agency, attorney, and/or bailiff. In the event of payment after the (agreed) payment term, the contractor may charge at least 15% of the invoice amount as extrajudicial costs; If the actual costs of the extrajudicial measures are higher, the Client shall owe this higher amount.

5.2 Partial Dispute and Suspension

1 If the client partially disputes the accuracy of one or more invoices, this does not relieve the client of its obligation to pay the undisputed portion of those invoices within the payment term. An unfounded dispute can never constitute a valid reason for the client’s total or partial refusal to pay the contractor’s invoices.

2 If the contractor’s invoices are not paid on time, the contractor has the right to suspend its work until the client has fully fulfilled its obligations.

3 If the contractor’s invoices are repeatedly paid late, the contractor has the right, notwithstanding the agreed payment terms, to demand an advance payment of up to three times the amount of the most recent installment invoice.

5.3 Allocation of Payments

Payments made by the client shall always be applied, first, to all interest and costs due, and second, to the longest-outstanding invoices that are due and payable, even if the client specifies that the payment relates to a later invoice.

ARTICLE 6 TERM AND TERMINATION OF THE AGREEMENT

6.1 An Agreement may be entered into for an indefinite or fixed term. The parties’ choice is specified in the individual Agreement, subject to Article 2.2.

6.2 Indefinite term

Either party may terminate an open-ended Agreement by registered letter at the end of each calendar year, subject to a three-month notice period.

6.3 Fixed-term

A fixed-term agreement shall be deemed to have been extended for the same period upon the expiration of the agreed term, unless the client or contractor has given notice by registered letter no later than three months before the expiration date that the agreement will terminate at the end of the term.

6.4 Termination

Either party may terminate the Agreement if the other party fails to fulfill its obligations under this Agreement after the expiration of a reasonable period specified in a written notice of default. Each party is also entitled to terminate the Agreement with immediate effect in the event of the other party’s bankruptcy or suspension of payments, or if the Debt Rescheduling (Natural Persons) Act is applied to the other party. The legal consequence of termination is limited to release from future obligations. No obligations to rescind the Agreement arise.

ARTICLE 7 FORCE MAJEURE

7.1 Description

For the purposes of these General Terms and Conditions, “force majeure” refers to all circumstances, whether foreseeable or unforeseeable, that cannot be attributed to the contractor and that prevent the contractor from fulfilling its obligations in whole or in part. This includes, in any event, terrorism, malicious contamination, as well as measures taken by the government and/or third parties to avert the imminent danger of terrorism and/or malicious contamination, or—if this danger has materialized—to limit its consequences. This also includes strikes within the contractor’s company, strikes elsewhere to the extent that they restrict the contractor’s ability to provide services, failure by the contractor’s suppliers to fulfill their obligations, as well as extreme weather and traffic conditions.

7.2 Consequences

1 In the event of force majeure, the Contractor is authorized, without judicial intervention, either to suspend performance of the Agreement for a period not exceeding six months or to terminate the Agreement, without the Contractor being liable for damages. The Contractor also has the right to invoke force majeure if the circumstance preventing (further) performance arises during the performance of the Agreement. If the Contractor invokes force majeure, the Client shall only have the right to terminate the Agreement after six months.

2 If, at the time the force majeure event occurs, the Contractor has already partially fulfilled its obligations, or is only able to partially fulfill its obligations, it is entitled to invoice the portion already performed or capable of being performed separately. The Client is obligated to pay this invoice as if it were a separate contract.

ARTICLE 8 INTELLECTUAL PROPERTY

The intellectual property rights to documents provided by the contractor, such as reports, advice, designs, sketches, descriptions, drawings, software, and programs delivered by the contractor, remain with the contractor. The documents in question are intended exclusively for use by the client and may not be reproduced, made public, or disclosed to third parties without the prior written consent of the contractor.

ARTICLE 9 CONFIDENTIALITY

Both parties are obligated to maintain the confidentiality of all confidential information they have received from each other or from other sources in connection with this Agreement. Information is considered confidential if a party has designated it as such or if it is evident from the nature of the information.

ARTICLE 10 STAFF

10.1 Requirements

The Contractor shall select the Personnel to perform the Services on behalf of the Client based on the information provided by the Client and in accordance with the requirements that the Personnel must meet under the Agreement between the parties and applicable law. Within the aforementioned framework, the Contractor is free to choose its Personnel. If the Personnel deployed by the Contractor do not meet the agreed requirements and will not be able to meet those requirements within a reasonable period of time, or if they consistently fail to perform their duties properly, the Contractor shall, upon written request from the Client stating the reasons and after consultation with the Client, replace the Personnel in question.

10.2 Orientation and Training

If it is necessary for the Contractor’s personnel to be trained by the Client and/or to undergo training specifically for the work to be performed for the Client, the costs thereof shall be borne by the Client.

10.3 Transfer of Personnel

During the term of the Agreement between the parties and for a period of six months following its expiration, the Client shall not hire any of the Contractor’s Personnel or have the Contractor’s Personnel perform work for the Client or third parties, under penalty of an immediately payable fine of €15,000.00 per violation, plus an additional amount of €1,000.00 for each day that the violation of this article continues, without prejudice to the Contractor’s right to full compensation.

ARTICLE 11 COMPLAINTS

Complaints regarding the performance of the Agreement must be reported by the Client to the Contractor in writing within 8 days after the Client has discovered or could have discovered the defect in the performance, with a detailed description of the nature and scope of the complaints. If the Contractor deems a complaint to be justified, the Contractor will still perform the Services as agreed, unless this has since become impossible or pointless. If the subsequent performance of the agreed Services is impossible or pointless, the Contractor will only be liable within the limits of Article 12.

ARTICLE 12 LIABILITY

12.1 Limitations

1 The Contractor shall be liable exclusively for direct damages resulting from—as demonstrated by the Client—gross negligence or willful misconduct on the part of the Contractor in the performance of its obligations arising from the Agreement entered into between the parties. The Contractor shall not be liable for business losses or consequential damages, which in any event include losses incurred and lost profits.

The contractor shall never be liable for damage resulting from an event that is (directly or indirectly) related to terrorism or malicious contamination.

2 The Contractor shall not be liable for damage that is unavoidable in the proper performance of the Services or that results from the urgency required by the circumstances. The provisions governing agency (Articles 6:198–202 of the Dutch Civil Code) apply in full.

3 The Contractor shall in no event be liable for the consequences of any inaccuracies in the information provided by or on behalf of the Client. Nor is the Contractor liable for inaccuracies or omissions arising from the transmission or sending of data, delays or errors in the transmission of data, communication failures, problems in reaching the persons specified by the Client, (the consequences of) computer, pager, telephone, or fax malfunctions, programming errors, malfunctions or interruptions of a landline connection, regardless of the cause.

4 The contractor’s liability is in any case limited to the amount of the contractor’s agreed annual fee, with a maximum of €50,000.00 per event or series of related events, and a maximum of €1,000,000.00 per client per year. Liability is then limited to a maximum of the amount paid out by the contractor’s insurance company. Upon the client’s request, the contractor will provide information regarding its business liability insurance. For damage resulting from the fact that Keys, which have been entrusted to the Contractor in the context of the performance of the Agreement, have been lost by the Contractor, liability is limited to an amount of €2,500.00 per occurrence, with a maximum of €10,000.00 per client per year.

12.2 Defense by Employees

The Personnel may invoke against the Client all defenses arising from the Agreement as if they themselves were a party to the Agreement.

12.3 Indemnification

The Client shall indemnify the Contractor against any claims by third parties against the Contractor arising from loss of or damage to objects and property in connection with which the Contractor performs Services. Furthermore, the Client shall indemnify the Contractor against claims by Personnel for compensation for damage suffered by such Personnel in the performance of the work or while providing Services on behalf of the Client, unless such damage is largely the result of the Contractor’s intent or willful recklessness.

ARTICLE 13 COMPETENT COURT AND GOVERNING LAW

Disputes concerning the Agreement and its performance shall be submitted to the competent court in The Hague, or to any other competent court, if the Contractor so chooses. All Agreements between the Contractor and the Client shall be governed exclusively by Dutch law.

PART II. SEGMENT PROVISIONS / SPECIAL ACTIVITIES

ARTICLE 14 ALARM CENTER

14.1 Notifications and Data Processing

1 The Contractor shall notify only those authorities and individuals specified in the Client’s written instructions. In doing so, the Contractor shall adhere to the order specified by the Client to the greatest extent possible, but is not bound by it. The Contractor does not guarantee that the notified individuals and/or government authorities will take appropriate action.

2 The Contractor has the right to store written information provided by the Client in a digital database. Any changes to such information must be communicated to the Contractor in writing by the Client. Changes reported by the Client will be incorporated into this database. Upon the Client’s request, the Contractor will provide an up-to-date overview of the information recorded in the database.

3 In the event of a dispute involving signals from the alarm system recorded by the Alarm Center and/or data regarding the client recorded by the Alarm Center, the Alarm Center’s records or database shall be conclusive.

14.2 False alarm

In part to prevent unnecessary alerts to the police and/or other government agencies, the contractor has the right to first verify an alarm notification with the client. If there are more than 10 unnecessary alarm notifications, the Contractor has the right to charge a fee of €15.00 excluding VAT per unnecessary notification or, following a written warning, to terminate the Agreement with immediate effect.

14.3 Alarm System and Connection

1 The Client is responsible for installing an alarm system that is compatible with the Contractor’s alarm monitoring center, maintaining the connection, arming and disarming the alarm system in a timely manner, and using the alarm system in accordance with the instructions/user manual.

2 The Client shall ensure that third parties (such as its employees and/or household members and/or tenants) who need to be aware of the operating instructions for the Alarm System and the procedure to be followed in the event of an alarm notification in order to ensure the proper performance of this Agreement are properly instructed.

3 The Contractor is not liable for the consequences of malfunctions or defects in the alarm system and/or the connection, regardless of the cause.

4 The Client is required to grant the Contractor’s personnel access to the premises in order to perform necessary work on the alarm system.

14.4 Trial Period and Testing by the Client

1 The first fourteen days following the connection of the alarm system to the alarm monitoring center constitute a trial period. During the trial period, only the client will be notified in the event of an alarm, unless the parties expressly agree otherwise.

2 The Client may test the Alarm System from time to time, provided that the Alarm Center has been notified in advance. If the Alarm Center has not been notified in advance and an alarm is triggered as a result, this will be considered a false alarm and charged accordingly.

ARTICLE 15 DELIVERY SERVICE

15.1 General

The Contractor does not guarantee that the persons to whom the messages are to be conveyed will be reachable. The Contractor is only obligated to convey messages and will therefore not respond to requests for information or comments, nor will it handle any complaints. The Contractor is not liable for any damages arising from the unavailability of the designated persons.

15.2 Data

Section 3.1.1 of these General Terms and Conditions applies mutatis mutandis to the recording and modification of the Client’s data by the Contractor’s Emergency Response Center.

15.3 Additional compensation

If the actual number of messages to be transmitted, measured over a three-month period, exceeds the agreed-upon number, the contractor will charge for the additional messages on a pro-rata basis relative to the fee for the agreed-upon number of messages.

15.4 Telephone Allowance

The Client is responsible for ensuring that the Client’s telephone is forwarded to the Contractor’s Emergency Call Center, or that the Client’s customers contact the Contractor’s Emergency Call Center via the designated telephone line during the agreed-upon hours. The Contractor shall in no event be liable for any disruptions or malfunctions in the telephone connection, regardless of the cause.

ARTICLE 16 MOBILE SURVEILLANCE

16.1 External Emergency Call Center

If the Client is not connected to the Contractor’s Emergency Response Center but to an External Emergency Response Center, the Contractor shall in no event be responsible or liable for the operation of that Emergency Response Center or for any inaccuracies in the information provided by that Emergency Response Center. The External Alarm Center is responsible for the registration and updating of the alert addresses and response protocols and ensures that contact is made with the persons designated by the Client. In the event that registration and updating are nevertheless performed by the Contractor’s Alarm Center, Section 3.1.1 of these General Terms and Conditions applies in full.

16.2 Unnecessary checks during alarm response

Any unnecessary inspection, regardless of the cause, will be classified as an "alarm response" and charged to the client. If the security guard is required to visit the premises at the client’s request, while

If no alarm notification has been issued, the client may also be charged for alarm response.

16.3 Interruption of patrol during mobile surveillance

A mobile security guard’s checks or visits to the client’s premises may be part of a route that also includes inspections of other clients’ premises, in order to keep security costs at a reasonable level. The security guard may be required to urgently inspect another property or assist another security guard, which may delay, interrupt, or cause the inspection of the client’s property to be skipped. The contractor is not liable for any damages incurred by the client as a result of such an impediment.

16.4 Opening and Closing Rounds

The Contractor shall not be liable for delays in the opening and closing of the premises resulting from unforeseen circumstances, such as unusually heavy traffic or adverse weather conditions.

ARTICLE 17 PROPERTY SECURITY AND SERVICES

17.1 Schedule

The Contractor shall provide the required Personnel in accordance with a schedule agreed upon with the Client. Any additional hours will be billed to the Client separately. For a short shift (less than three hours), a minimum of three hours will be billed.

17.2 Fewer hours

If, at the client’s request, the contractor provides fewer hours than specified in the schedule, this shall not result in a reduction in the price.

17.3 House Rules

The Contractor’s Personnel shall comply with the regulations and/or house rules applicable to the premises, to the extent that the tasks to be performed by the Personnel permit.

ARTICLE 18 RISK MANAGEMENT

18.1 Provision

1 If, as part of the risk management process, the Contractor provides personnel to the Client for the duration of a project, the Client is required to notify the Contractor in writing as soon as the Client knows the date on which the project will end, but in any case at least one month before the end of the project.

2 The Client warrants that the working hours and schedules of the Personnel made available to the Client comply with the Collective Labor Agreement for Private Security and with applicable legal requirements. The start date and duration of the vacation shall be determined by mutual agreement between the Client, the Contractor, and the Personnel made available.

3 The Client is liable to pay the fee for the provision of Personnel for the full agreed scope of work, plus a fee for any additional hours worked and expenses incurred by the Personnel, unless the Personnel were unable to work due to illness, disability, leave, or any other reason falling within the Contractor’s sphere of risk. If work is performed outside of normal working hours, the surcharges agreed upon with the Client shall apply.

4 The Contractor shall issue invoices based on the Personnel’s timesheets, which have been signed off by the Client. The Client is responsible for ensuring that the hours worked, overtime, and expenses incurred by the Personnel are accurately recorded.

5 If the Client refuses to sign off on the timesheet, the Contractor has the right to determine the number of hours worked by the Staff based on the employee’s report or, in the absence of such a report, based on the agreed scope of work.

Article 19: CONSULTING, INVESTIGATION, AND CLAIMS ASSESSMENT

19.1 General

1 The Client must ensure that the Contractor’s objectivity and/or integrity are safeguarded. If the Client is unable to fulfill this obligation (any longer), the Contractor is entitled to terminate the Agreement immediately without notice of default.

2 The Contractor is obligated to perform its Services and work to the best of its knowledge and ability, in compliance with government regulations and the (privacy) code of conduct of the POB Section of the Dutch Security Industry Association.

19.2 Reporting

1 Upon completion of the assignment, the contractor shall submit a report on its findings to the client.

2 Whenever the contractor deems it necessary, or whenever this has been agreed upon with the client, the contractor shall submit an interim report to the client.

3 The contractor shall retain all records, data, correspondence, documents, and other materials relating to the acceptance and performance of the assignment for a period of at least five years following the submission of the final report. Drafts and other preliminary documents shall be retained for at least one year. Any other items belonging to the client shall be sent to the client along with the final report.

19.3 Strategic Partners

If and to the extent that the contractor deems it necessary for the proper performance of the contract, the contractor may, in consultation with the client as is customary, engage the assistance of one or more persons or entities whom the contractor considers to be experts. The costs of these experts shall be borne by the client.

ARTICLE 20 ENTRY INTO FORCE

The above-mentioned general terms and conditions for the provision of services by the contractor take effect on the date of filing, March 26, 2012. They must be cited as follows: General Terms and Conditions for the Provision of Services by Members of the Dutch Security Industry.

Registration number: 4040801