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Conditions of Use ctrl by Deloitte - version 2015

1. Applicability

1.1 These Conditions of Use ctrl by Deloitte (hereinafter: “Conditions of Use”) will solely be applicable to the provision of the Services by Deloitte to the Client and any use of the Services by the Client. All other services to be provided by Deloitte are governed by the General Terms and Conditions for Services by Deloitte Nederland. Any issues or items that have not been settled in the Conditions of Use are governed by the General Terms and Conditions for Services by Deloitte Nederland. Where a conflict arises between provisions of the Conditions of Use and the General Terms and Conditions for Services by Deloitte Nederland, the General Terms and Conditions will prevail where this concerns offering the Services.

1.2 To the extent to which Deloitte rules of conduct and professional rules apply, these will form part of the agreement. The Client declares that it will at all times fully respect the obligations arising therefrom for Deloitte.

1.3 Deloitte will have the right to change the contents of the Conditions of Use unilaterally. Changes will be published on the Website 4 weeks before they will take effect. Deloitte may change the Conditions of Use after having notified the Client thereof. The Client will agree that he is bound by the changed General Terms and Conditions, if he uses the Services after this notification. The changed Conditions of Use will be placed on the website and can be obtained from Deloitte free of charge.

1.4 General purchase conditions or any other general terms and conditions of the Client will not be applicable to the legal relationship between the Client and Deloitte and will explicitly be rejected.

2. Definitions

The following terms beginning with a capital will have the following meaning:

3 Description of the Services

3.1 Deloitte undertakes to provide Client the Services during the term of the Agreement. To this end, Deloitte will provide to Client the URL of the Website, as well as a user name and a password, with which a User can access the Services. To this end, Deloitte grants Client a non-exclusive and non-transferable right for access to and use of the Services for the User.

3.2 The Client may solely allow the Services to be used by Users for the internal purposes of its organisation. Client is prohibited from having third parties use the Services. Client is prohibited from functioning as Application Service Provider as regards the Services.

3.3 Deloitte will have the right to adapt the Services from time to time in order to improve the functionality and to remedy errors. Deloitte will undertake to solve any errors in the Services, but cannot guarantee that all errors are remedied. If Deloitte reasonably considers an adaptation to require a considerable adaptation on the Client’s side, or will lead to a considerable change in functionality, or will lead to a Service or a certain functionality being terminated, Deloitte will notify the Client thereof as soon as possible. Deloitte likewise preserves the right to no longer offer any of the Services or certain functionalities at all through the ctrl portal at any time. Should this occur, Deloitte will inform the Client of this as soon as possible. As the Services will be delivered to multiple Clients, it will be impossible to waive a particular adaptation for the Client alone. The Client cannot claim any compensation of damage.

3.4 As regards software that Deloitte obtains from third parties it is not possible to demand more from Deloitte than what applies in the relationship between Deloitte and its related supplier about use and maintenance.

3.5 Deloitte has the right to - temporarily - suspend the user rights regarding the Services or the supply of other products and/or services, to take them out of service and/or to limit the use thereof, if the Client and/or the User:

a. fails to meet any or all obligations vis-à-vis Deloitte; or

b. acts contrary to these Conditions of Use; or

c. in the opinion of Deloitte causes an interruption or delay of the Services and/or the System.

Deloitte will notify the Client thereof beforehand, unless this cannot reasonably be required from Deloitte.

3.6 At any time Deloitte will have the right to implement changes in the procedure prescribed by Deloitte in order to enable the User to obtain access to the Services, without creating any right to compensation for the Client and/or the User vis-à-vis Deloitte. In such case, Deloitte will notify the User of the changes as soon as possible.

4. Conditions for the use of the Services

4.1 The Client and/or the User will determine which information is stored and/or exchanged by means of the Services. Hence, the Client and/or the User is responsible for this information not violating any third party rights or to be otherwise lawful. Deloitte does not accept any liability for the information stored and/or exchanged by means of the Services. The Client will indemnify Deloitte from third party claims based on the assertion that the information stored and/or exchanged by the Client and/or the User by means of the Services violates third party rights or is unlawful in any other way.

4.2 If Deloitte knows or realizes that information which the Client and/or the User has stored and/or exchanged by means of the Services is unlawful, threatening, blasphemous, defamatory, indecent, offensive, inflammatory, pornographic or could give rise to civil or criminal liability, then Deloitte will have the right to take immediate action to remove that information or to make the access to it impossible. In no case will Deloitte be liable for any damage arising from that action.

4.3 The Client must keep the user names and passwords provided to the Client and/or the User secret. It will not be allowed to transfer user names and passwords or to give them in use to third parties, unless Deloitte will have given its explicit written consent for this. Deloitte will not be liable for any abuse of user names and passwords and may assume that a user who enters the user name and password of a User actually is that User. As soon as the Client and/or the User knows or has reason to believe that user names and passwords have fallen into the hands of unauthorized persons, the Client and/or the User must inform Deloitte about this, without prejudice to the own obligation of the Client and/or the User to immediately take efficient measures itself. The Client will inform Deloitte in writing about changes in relevant data concerning the User as soon as possible.

4.4 The Services, products and user rights which Deloitte grants or delivers pursuant to the Agreement may only be employed for legal and legitimate purposes. Furthermore, these may only be employed in such way that third party rights are not violated, including but not restricted to intellectual property rights.

4.5 The Client and/or the User is prohibited from using the System and/or the Services for acts and/or conducts contrary to the applicable statutory provisions, self-regulation, the Agreement or these Conditions of Use. These inter alia include, but are not restricted to, the following acts and conducts:

The Client and/or the User must observe the – technical - rules, conditions and procedures, which will be provided by or on behalf of Deloitte.

4.6 The Client will take care of the required hardware and software, peripherals and connections in order to enable the use of the Services.

4.7 The Client will guarantee that the User will at any time strictly and faithfully comply with the obligations ensuing from the Agreement, these Conditions of Use as well as user rules, user conditions and user procedures that Deloitte provides from time to time or makes available digitally through the Website. Any and all obligations the User has are likewise obligations for the Client.

5. Maintenance

5.1 Deloitte reserves the right to shut down the Services temporarily for maintenance, adaptation or improvement of the Ctrl Services and/or the System. Deloitte will let this shutdown take place beyond office hours as much as possible and will timely inform the Client about the planned shutdown in advance through the Website. Deloitte will never be bound to any compensation towards the Client as a result of such shutdown of the Services.

6. Support

6.1 Deloitte will support the Client in its use of the Service. The support will be granted through the Website where the Client may ask questions or through a telephone number to be published on the Website. Deloitte will undertake to answer the questions adequately and within a reasonable term. Deloitte cannot, however, guarantee the correctness and/or completeness of the answers.

6.2 Deloitte does not carry out support activities at the Client’s company address.

7. Prices

7.1 Unless agreed upon otherwise, the Client pays Deloitte a fee for the Services, calculated according to the rates for the Services applicable at that moment.

7.2 Deloitte will have the right to adapt its rates for the Services from time to time. A change in the applicable rate that is disadvantageous to the Client must be announced on the Website at least one month prior to the change coming into effect. In that case, the Client will have the right to partly terminate, i.e., solely insofar as it concerns the related Services, the Agreement as of the date on which the disadvantageous effect in question will enter into force.

8. Communication

8.1 Any communication between Deloitte and the Client as part of the Services may be effected electronically, including by email or through the Website, except if the Agreement and/or mandatory statutory provisions deviate from this.

8.2 The version of the communication in question stored by Deloitte will apply as evidence thereof, except for evidence to the contrary by the Client.

8.3 Electronic communication will be deemed to have been received on the day of mailing, unless the opposite will be proven by the receiver thereof. If the communication has not been received as a result of delivery and/or accessibility problems with respect to the Client’s email box, this will be for the Client’s risk, also if the email box is accommodated with a third party.

9. Deloitte’s obligations to perform to the best of its abilities

9.1 Deloitte undertakes to ensure optimal availability and accessibility of the Services. Deloitte will explicitly not guarantee the - uninterrupted - functioning thereof.

9.2 Using state of the art technology, Deloitte undertakes to ensure an adequate protection of the Services without the own responsibility of the Client for a sufficient protection of its systems, data and other information - sensitive or not - being affected.

9.3 Deloitte will explicitly bear an obligation to perform to the best of its ability and not an obligation to guarantee a certain result.

9.4 In no case, Deloitte will guarantee:

9.5 Deloitte will never be bound to repair data that is lost or compensate damage caused by the loss of data.

10. Personal data

10.1 The processing of personal data will solely take place for performing the Services or for activities Deloitte performs at the request of the User or the Client in respect of the Services, and if there is a legal obligation to do so.

10.2 Deloitte will take appropriate technical and organizational measures to protect the personal data against loss or against any form of unlawful processing. These measures will be appropriate, taking into account the state of the art and the costs involved in this and will also be aimed at preventing unnecessary collection and further processing of personal data.

11. Intellectual Property

11.1 Any and all Intellectual Property rights on the Services and on the preparatory documents, manuals and/or other material will (continue to) remain with Ctrl or with the third party from whom Ctrl will have obtained the right to provide the Services in question to the Client both during and after the Agreement.

11.2 These Conditions of Use will fully apply to changes, adaptations and/or new versions of the Services.

11.3 The Client is prohibited from copying, imitating or showing to third parties any and all documents provided to the Client.

11.4 The Client will guarantee that he, if and insofar as he provides materials or data to Deloitte in the scope of the Agreement, will have the right to do so and that these materials and data do not violate any third party rights.

11.5 The Client may not remove notices of the entitled party with respect to Intellectual Property Rights. The same applies to communications that certain information is confidential.

12. Liability

12.1 Deloitte will not be liable for damage of any nature, which the Client suffers, arising from not or incorrectly carrying out an agreement, except if and insofar as the damage is the result of intention or deliberate recklessness of Deloitte or its management, in which case Deloitte’s total liability for performing the Services will be limited to a compensation of the immediate damage capped at the fees, excluding VAT, actually paid by the Client to Deloitte in the then current calendar year.

12.2 Deloitte’s liability because of attributable failure to fulfil an agreement to the extent this concerns the Services will in any case only arise if the Client gives Deloitte immediately and appropriately written notice of default, a reasonable term for curing the failure will be set, and Deloitte continues to fail attributably to fulfil its obligations after that term. The notice of default must contain a description of the failure that is as complete and detailed as possible, so that Deloitte will be able to react in an adequate way.

12.3 A condition for the rise of any right to damages will always be that the Client will notify the damage as soon as possible after the arising thereof to Deloitte in writing. Any claim for damages against Deloitte will lapse by the mere expiry of 12 months after the rise of the claim.

12.4 The stipulations from this clause will also apply for any – legal - persons which Deloitte will employ to fulfil the agreement.

12.5 If as a result of an event (in which an interrelated series of events is considered to be a single event), more than one claim arises and the joint claims exceed an amount of EUR 50,000, the claims will be paid proportionally.

13. No advice/information from third parties

13.1 The information on the website is not intended to form an auditor’s advice, tax lawyer’s advice, investment advice, consultancy advice, or other professional advice or professional service. Deloitte has no influence whatsoever on how the Client/the User can use the information and disclaims any and all liability for loss of income or contracts, or for any and all direct, indirect or other consequential damage or loss of whatever nature ensuing from or relating to the use of such information.

13.2 The website likewise offers access to information of and services offered by third parties. Deloitte does not bear any and accepts no responsibility or liability whatsoever for the contents of the information offered or for the services of or performed by those third parties. Neither does Deloitte take a position on or express a preference for which services or service provider are suitable for the Client or the User.

14. Indemnification

The Client will indemnify Deloitte from any third party claims for whatever reason in connection with or arising from the Agreement and/or the use of the Services or other services delivered by Deloitte and/or products (including liability for infringement of - intellectual property - rights, intrusion on one’s privacy, unlawful cross-border data traffic) and will compensate Deloitte for all the costs, damage and fines arising from these claims.

15. Force majeure

15.1 In the event of a non-attributable failure (“force majeure”) by circumstances beyond the parties’ control (like fire, flooding, frost, lightning, labour dispute, strike or breakdowns, mobilization, attachment of goods, embargo, the lack of means of transportation and a general use of stocks) which impede the uninterrupted fulfilment of the Agreement, including the functioning or the accessibility of the Services or other services or make them unreasonably expensive, any obligation to fulfil the Agreement will be suspended for a period equal to the term of the abovementioned circumstances.

15.2 If the fulfilment of the obligation in question has become impossible as a result of the events mentioned under 1 of this clause for a period of over six (6) months, each party will have the right to dissolve the Agreement, i.e., insofar as it regards the Services, by an explicit and written communication without judicial intervention.

15.3 In the event that one of the events referred to under 1 occurs, Deloitte will never be bound to pay damages to the Client or the User.

16. Term and Termination of the Services

16.1 The Services will start on the date referred to in or to the Agreement. Insofar as this has not been agreed otherwise the Services are provided during the term of the Agreement. Subsequent to the commencement date Deloitte may at any time immediately terminate the Services.

16.2 Both Deloitte and the Client may partly dissolve the Agreement, i.e., insofar as it regards the Services, in writing without judicial intervention if the other party does not properly fulfil one or more of its obligations pursuant to the Agreement insofar as relating to the Services, insofar as this failure justifies the dissolution. If fulfilment is still possible, the Agreement can only be dissolved after the other party has been demanded in writing and the failure has not been remedied in the term indicated therein.

16.3 Without prejudice to the other stipulations, the Agreement, i.e., insofar as it regards the Services, can be justifiably dissolved by registered mail without any notice of default or judicial intervention with immediate effect by:

a. any party, if and as soon as:

b. Deloitte, if the Client:

16.4 Deloitte will not be bound to pay any damages as a result of termination of the Agreement pursuant to this clause 16 and the refund of any fee paid by the Client.

16.5 Upon termination of the Agreement, Deloitte, if this is reasonably possible, will provide the Client (in a format to be determined by Ctrl in line with market conditions) with the data of the Client present on Ctrl System to the extent to which these are necessary to fulfil statutory obligations and/or (the audit of) its books. With regard to these data, Deloitte will not have any obligation to retain records in respect of the Client. Furthermore, the Client will then no longer use the Services, user name, password and other products.

16.6 Obligations that by their nature are intended to survive the termination of the Agreement will also remain applicable after termination of the Agreement.

17. Secrecy

Any of the parties will take all the measures that can reasonably be taken in order to guarantee the secrecy of Confidential Information to the extent to which this is possible in connection with the performance of the Agreement and except where Deloitte has a statutory or professional obligation for publication. Deloitte will have the right to use data originating from the Client (anonymously).

18. Final provisions

18.1 The Agreement and the accompanying initialled annexes contain all arrangements between the parties and will replace all the other arrangements, promises and agreements with regard thereto between the parties.

18.2 The rights and obligations from the Agreement may not be transferred to third parties by the Client except with Deloitte’s explicit consent. Deloitte may transfer the rights and obligations from the Agreement to third parties and will have the right to engage third parties for the fulfilment of the Agreement.

18.3 If one or more stipulations in the Agreement or these Conditions of Use turn out to be non-binding or invalid, the other stipulations will remain in full force. The parties will undertake to enter into negotiations then in order to agree on replacing stipulations which approach the parties’ intention as much as possible.

18.4 Dutch law will exclusively be applicable to the Agreement and the obligations governed by it.

18.5 All the disputes that may arise between Deloitte and the Client with regard to an Agreement concluded by Deloitte with the Client or with regard to other agreements, which may be a consequence thereof, will be settled by the competent court in Rotterdam.

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