These general terms and conditions (“terms and conditions”) of services govern the offering, sale and delivery of services or on behalf of Business and Knowledge Center Holland B.V.. The terms and conditions have been filed at the office of the Trade Register of the Chamber of Commerce in Middelburg, The Netherlands. These terms and conditions are applicable with effect from September 9, 2015 and are subject to change at any time without notice. The current version of these terms and conditions can be found at website www.businow.com.

1. DEFINITIONS

   In the absence of explicit statement to the contrary, the terms used in these general terms and conditions are defined as follows;

   • Client: User's counterparty;
   • Agreement: the contract for the rendering of services. The Agreement shall specify the services;
   • Parties: the User and the Client together;
   • Third-parties: other parties then User and Client;
   • User: Business and Knowledge Center Holland B.V., the user of these general terms and condition.

2. GENERAL
   1. These terms and conditions are applicable to all offers, quotations and all Agreements between User and a Client to which User has stated that these conditions are applicable, in so far as the Parties have not made any specific written agreements to the contrary.
   2. These terms and conditions are further applicable to all Agreements with the User that are executed with the assistance of Third-parties.
   3. These terms and conditions may only be varied or waived by a duly executed written Agreement between User and Client.
   4. The applicability of any other general terms and conditions is explicitly rejected.
   5. If one or more of the articles of these general terms and conditions are invalid or set aside, the remaining articles of these general terms and conditions shall remain in force. User and Client will in that case enter into consultation about finding an Agreement on the substitution of the invalid articles with new ones that approach as closely as possible the purpose and the tenor of the original articles.
   6. Failure by User to enforce at any time any article of these terms and conditions shall not be construed as a waiver of User’s right to act or to enforce any such term or condition.
   7. User makes no promise or representation that the services shall conform to any law, statute ordinance, regulation, code or standard, unless expressly stated.
   8. The headings contained in these terms and conditions are included for mere convenience of reference and shall not affect their construction or interpretation.
3. OFFERS AND QUOTATIONS
   1. Quotations and offers, made by User in whatever form, are not binding until accepted by User in writing.
   2. tatements and agreements made by User’s employees, officers, representatives and/or agents are not binding upon User unless, and only to the extent that, these are confirmed or made in writing by duly authorized representative(s) of User.
   3. If the acceptance differs (on minor points) to the offer set out in the quotation, User is not tied to those differing points. In the absence of statement to the contrary from User, the agreement will not be closed.
   4. Offers and quotations are not automatically applicable to future orders.
4. PRICES AND PAYMENT
   1. Prices and currencies of User’s services are as set out in the Agreement. Unless agreed otherwise, User’s prices do not include tax or any other similar applicable taxes, duties or levies, as well as the costs incurred in relation to the contract, including forwarding and administration expenses.
   2. If User grants a discount, this discount only relates to the delivery specifically mentioned in the agreement.
   3. Unless the prices have been indicated as firm by User in User’s, User is entitled to increase the price of the services. These factors include but are not limited to: wages, salaries, social security contributions, governmental charges and insurance premiums. User shall notify Client of such increase.
   4. Unless expressly stated otherwise in the Agreement, payment shall be made and received by User within fourteen (14) days following the date of User’s invoice for the services by mentioned on the invoice. All payments shall be made without any deduction on account of any Taxes and free of set-off or other counterclaims.
   5. User may, without prejudice to any other rights of User, charge interest on any overdue payment at the higher rate of either twelve percent (12%) per annum or one and a half times the prevailing rate under applicable law per annum, but not to exceed the maximum interest rate permitted under applicable law, from the due date computed on a daily basis until all amounts outstanding are paid in full. Every payment by Client shall in the first place serve to pay the judicial and extra-judicial costs and the interest owed by it and afterwards shall be deducted from the oldest outstanding claim regardless of contrary advice from Client.
   6. All costs and expenses incurred by User with respect to collection of overdue payments (including without limitation, reasonable attorney’s fees, expert fees, court costs and other expenses of litigation) shall be for Client’s account.
   7. Any complaint with respect to the invoice must be notified to User within eight (8) days after the date of invoice. Thereafter Client shall be deemed to have approved the invoice.
5. EXECUTION OF THE CONTRACT
   1. User will execute the Agreement to the best of his knowledge and ability and in accordance with high standards as Client can reasonably expect from User. User does no guarantee that any intended result will be achieved.
   2. User will determine how and by whom the services are carried out, but will act in accordance with Client's indicated wishes wherever possible.
   3. If and in so far as required for the correct execution of the Agreement, User reserves the right to have the work carried out by Third-parties.
   4. Amendments to and/or supplements to the Agreement are only applicable when User have confirmed these in writing to Client.
6. DURATION OF THE CONTRACT
   1. The Agreement between User and a Client is entered into for an indefinite period of time unless the nature of the Agreement provides otherwise or the parties make express and written Agreement to the contrary.
   2. A time period agreed during the term of the Agreement for the completion of work shall not under any circumstances be deemed to be a firm deadline.
7. TERMINATION
   1. Each party may terminate the Agreement with immediate effect, without judicial intervention being required and without any further liability to the other party, if the other party:
      • fails to meet its obligations under the Agreement, provided that the party wishing to terminate the Agreement gives the other party prior written notice of its default and sets a reasonable time period to remedy the failure and after this period the other party still fails to comply with its obligations. When de Agreement is terminated by Client, is Client obliged to pay the bills for work carried out up until that time;
      • is (i) declared bankrupt, (ii) requests bankruptcy, or (iii) has been granted (temporary) suspension of payment;
      • has its company liquidated or closed down for reasons other than solvent amalgamation, reconstruction and/or merger.
8. CANCELLATION
   1. The fee for the participation of a seminar (or a similar event) and/or for all other organisers’services shall be received by User prior to final registration and/or to the event of any applicable organiser’s services.
   2. If the participation is or if organisers’s services are cancelled not later then 40 calendar days prior to the beginning of the seminar or to start of any other organisers’ services, User will charge no cancellation fee.
   3. If the participation is cancelled 39 days to 14 days prior to the beginning of the seminar, a cancellation fee in the amount of 50% of the participation fee will be charged.
   4. In case of cancellations at a later point in time or if the participant fails to appear at the seminar the full fee as in case of participation have to and will be charged.
   5. For calculating the cancellation periods the date of receipt by User shall be relevant. The date at which the seminar is held shall not be included in the calculation.
9. CONFIDENTIALITY
   1. Each of the parties shall treat as confidential all information that has been received from the other party before or after entry into the Agreement, unless such information – other than through breach of this provision – has since been released to the public domain or is legitimately received from Third-parties or the party concerned is compelled to provide such information by any competent authorities.
10. LIMITATION OF LIABILITY
    1. The liability of User for any and all claims for damages arising out of or in connection with the services and the use thereof shall under no circumstances exceed the sum of Client’s payment for the services that are the subject of the claim. The compensation cannot however under any circumstances exceed the amount for which the User's is insured by the insurance.
    2. User cannot under any circumstances be held liable for indirect losses, including but not limited to, consequential losses, loss of income, missed savings or losses caused by business stagnation.
11. FORCE MAJEURE
    1. Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation towards the other party caused by any circumstance beyond its reasonable control (“Force Majeure”).
    2. 11.2 Upon the occurrence of any event of Force Majeure, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the event and how it will affect its performance of its obligations under the Agreement. In the event of any delay, the obligation to deliver shall be suspended for a period equal to the time loss by reason of Force Majeure.
    3. Should a Force Majeure event continue or be expected to continue for a period extending to more than two (2) months after the agreed delivery date, either Party is entitled to cancel the affected part of the Agreement without any liability to the other Party.
12. INTELLECTUAL PROPERTY
    1. User shall be the sole and exclusive owner of all Intellectual Property Rights for all countries of the world with respect to the services developed by User.
    2. The services shall not, by implication or otherwise, convey any license under any intellectual property right relating to the services, and Client expressly assumes all risks of any intellectual property infringement.
    3. User has not verified the possible existence of Third-parties intellectual property rights which might be infringed as a consequence of the services and User shall not be held liable for any loss or damages in that respect.
13. GOVERNING LAW AND JURISDICTION
    1. The Parties rights and obligations arising out of or in connection with the Agreement and/or these terms and conditions shall be governed, construed, interpreted and enforced according to the laws of The Netherlands, excluding principles of conflict of laws.
    2. The parties shall not refer a matter to court until they have done their utmost to resolve the dispute in mutual consultation.