GENERAL TERMS & CONDITIONS (T&C’S) GOVERNING THE RENDERING OF SERVICES

Article 1 - Application
These general conditions apply to all agreements made between the client and Kepner-Tregoe (hereinafter ‘KT) concerning the Public Session Workshop to provide and/or participate in a course, training and/or other forms of education or research, study and consultancy in the widest sense of the word (hereinafter ‘The Public Session).The application of general conditions issued by the client are explicitly excluded. No deviation to these conditions is binding without the prior express written approval of KT.

Article 2 - Basis for agreement
KT shall not provide any services  without the prior acceptance of the client in the form of a written confirmation either by direct mail, fax or electronic mail booking of such by the client and a KT written confirmation by direct mail, fax, verbally or electronic mail of receipt and acceptance of any application of the The Public Session. Client shall be bound by these T&C’s upon KT’s receipt of acceptance of such Public Session application.  All quotations made by KT are based on the information furnished by the client. Quotations made by KT are valid for four (4) weeks after such quotation is made, or until any alterations are made to the quotation, or until such quotation is revoked.

Article 3 - Performing the Public Session
KT will perform the The Public Session to the best of its knowledge and ability, in accordance with the requirements of good professional practice. Any commitment arising from the Public Session will be regarded as a ‘commitment to give one’s best effort. The manner in which the Public Session is performed will be determined in consultation with the client. If required Kepner-Tregoe may appoint third parties to the Public Session. KT will endeavour to perform the Public Session within the agreed planning. KT shall not be held liable in the event of any problems in the execution of the Public Session owing to circumstances beyond our control, such as: The quality of the information provided to KT, the co-operation given by the client or third parties, or the quality of facilities and teachers. KT shall not be held responsible for the outcome of the implementation of results gathered from this Public Session by the client or third parties.

Article 4 - Commitments client
The client guarantees that all the required documentation and information necessary will be supplied to KT in time and before commencement of the Public Session. KT shall not be liable or responsible for activities and/or negligence. All quotations and fees of KT are exclusive of VAT.

Article 5 - Confidentiality
KT is binded to secrecy concerning all information supplied to KT for the performance of the Public Session. KT will take all necessary precaution to protect confidentiality of such information. The client shall not communicate to third parties regarding the approach and methods used by KT, nor will he make available any report or other written information, to third parties without prior express written permission of KT.

Article 6 - Modifications to the Public Session
KT and the client may terminate the agreement prematurely, if performance of the Public Session proves considerably impeded or impossible due to modification(s) to the Public Session. Stipulations made in article 7 apply as such. In the event of any unforeseen circumstances arising during the execution of the Public Session, resulting in modification and alteration of the Public Session, both parties may make these changes only if agreed during mutual consultation. Should KT fail to complete any part of the Public Session, or if any part of the Public Session is not completed within the agreed timeframe, the client does not have the right to dissolve the agreement, unless an express written confirmation concerning such part of the Public Session exists.

Article 7 - Premature termination of the Public Session
KT has the right to terminate the Public Session in writing and without notice if the client, inspite of notification of default, continues to fail to comply with the conditions as agreed upon concerning the Public Session. Each party may terminate the assignment in writing, observing a four week termination period, if activities cannot be performed in accordance with the Public Session specifications as agreed upon in writing. Interim termination will not apply without reasonable consultation between both parties concerning the continuation or modification of the Public Session. In the event that the Public Session is prematurely terminated, KT will be entitled to compensation for all activities performed thus far, including additional costs made during such time. The client will not be entitled to any compensation of damage or costs in the event of interim termination of the Public Session. In the event of either party going into liquidation or applying for suspension of payment, the other party may terminate the Public Session without observing a notice period.

Article 8 - Cancellation of training by the client
In the event of cancellation of training participation by the client, the client must provide KT with prior notification in writing by registered mail, electronic mail or fax. If cancellation is made more than 30 days prior to the commensement of training Public Session, KT is entitled to 25% of the Public Sessiojn Workshop value. Any expenses incurred by KT will be payable in full by the client. If cancellation is made within 30 days of training commencing, KT is entitled to 100% of the full. Public Session value or as agreed upon.Any expenses incurred by KT will be payable in full by the client. The client is not entitled to any reimburesement, should he/she or any of the client’s employees terminate or otherwise not participate in the training after its commencement. A request to transfer a booking from one party to another will be treated as a cancellation if it is received less than 30 days before the Public Session commences. Substitutes are acceptable provided that the Public Session preparation is completed by the new participant, and that KT is informed of the name & address of the substitute before the start of the Public Session.

Article 9 -  Confirmation & Cancellation of training by KT
KT reserves the right to cancel a training Public Session, reject participation or reschedule a training Public Session with at least 30 days notice to the registrant/client. Under such circumstance and at the clients option, the Public Session fees already paid can be applied towards another KT training Public Session. KT will always confirm the workshop schedule for the Public Session with the client. In the event that 30 days prior to the date of the session the minimum number of participants for the session have not enrolled, KT shall have the right to cancel any such session without any liability to [client] for travel expenses incurred or otherwise. KT strongly encourages clients either to make all travel arrangements related to the KT workshop session after KT confirms the session or to ensure that travel expenses are refundable in the event KT elects to cancel any such session due to insufficient enrollment.

Article 10 - Replacement
The client may not replace an applicant entered for the training, prior to the training commencing, without the consent of KT. KT may at any time appoint an alternative consultant/trainer to that originally allocated to the training Public Session. Both parties agree to mutual consultation concerning modification and compensation in the event that KT consider additional consultant(s) /trainer(s) are required to facilitate the timely and professional completion of the assignment.

Article 11 - Rates
Quotations, rates are binding unless otherwise included in a written agreement as mentioned in article 2.

Article 12 - Payment
The client agrees to pay all costs 30 days prior to the Public Session commencing. Payment should be made as stated by KT, and without discount or compensation, unless otherwise agreed upon in writing. Should the client fail to make timely payment, the statutory interest rate will be charged from the due date stated on the invoice. The client can not suspend payment because of alledged shortcomings in the performance of the assignment by KT, undiminishing contingent right to compensation to the client. In the event of the client going into liquidation, bankruptcy or applying for suspension of payment, all monies due are claimable immediately. Payments made by the client will first be allocated to interest and costs due, next to all claimable invoices regardless of any statement made by the client that concerning payment is made towards another invoice.

Article 13 – Collecting costs
All costs incurred in obtaining payment satisfaction, judicial or extrajudicial,  will be for the account of the client. Extrajudicial costs will be equal to collection rates applied in accordance with The Netherlands Bar Association guidelines, German, French or UK law, with a minimum of 10% of the amount due.

Article 14 - Exclusion/suspension
KT may cancel a training or reject participation in the training by any third party assigned by the client, if the client fails to meet the conditions of payment in due time.

Article 15 - Intellectual Ownership
KT is sole owner and has copyright to all work including brochures, project material, training material, reports, offers and other documentation, used or manufactured by KT within the context of the Public Session, unless said work is copyrighted by another party. The client may not use, republish or reproduce any of the materials in any form or by any means without the prior express written permission of KT. By ordering the use, duplication or reproduction of any copyrighted or intellectual ownership work the client guarantees that no infringement will be made upon the copyright or any intellectual ownership of the client or third party, thus exempting KT from all damages and claims arising from the use, duplication or reproduction of such work. If the rendering of services includes software products a license will be given in accordance with the conditions of the KT Software License and Maintenance Agreement (the “License Agreement”). The general conditions as stated in this document also apply to the License Agreement. In case of any inconsistencies between any of the stipulations in the License Agreement and the general conditions as stated in this document, the License Agreement prevails.

Article 16 - Liability
KT does not accept liability for damages caused by any shortcomings in the performance of the Public Session, nor will it accept responsibility for damages caused by wrongful actions undertaken by KT or any of its subordinates, provided said damages are covered by a third party insurance; the insurance company proceeds to make payment and notice of the claim is given to KT by registered mail within one year after the Public Session is completed. Liability is restricted to the maximum amount invoiced for the execution of the Public Session. KT does not accept liability for any remaining damages, nor will it accept liability for damages caused by third parties; the client hereby exempts KT from liabilities and damages of third parties. The application, use and publication of KT recommendations, reports and materials are solely at the clients’ risk.

Article 17 - Circumstances beyond one’s control
In the event of any circumstances arising beyond one’s control, all of KT’s obligations will be suspended. Should KT, as a result of said suspension, be unable to fulfill these obligations for more than two consecutive months, both parties are authorized to terminate the agreement without any obligation whatsoever to compensate. Should KT, in the event of said circumstances, have fulfilled  these obligations partially or, should KT, as a result of said circumstances be unable to fulfill all obligations, KT is entitled to invoice the obligations as referred to, and the client is liable to make the said invoice payable to KT, with the exception of those obligations that do not have any independent value.

Article 18 - Governing law
The Netherlands, German, French, United Kingdom, European law applies to this agreement. All disputes arising from agreements between KT and the client will be settled in accordance with the regulations setout in each of these countiries.