The Supplier is engaged in training independent contractors predominantly
located in South-Asia and South-East Asia in the field of online sales and
online marketing, back office operations, customer support services, or IT
services, in order to provide these services of these independent
contractors to businesses predominantly located in Europe and North
America, as further specified in the Order Form (“
Services”).
The Customer desires Supplier to provide such Services.
The Customer understands and acknowledges that the Supplier will use all
reasonable efforts to train and coach the independent contractors, in
order to best meet business requirements of Customer.
These Tairi Service Terms (“
Service Terms
”) describe the terms and conditions applicable to the relationship
between Supplier and Customer and apply to Services identified in the
Order Form and, if applicable, any additional or adjusted Order Forms.
The main body of these Service Terms set out the general terms applicable
to the relationship between Supplier and Customer. The Services are more
specifically described in the applicable Order Form. Other Annexes (if
applicable) contain further arrangements between the Parties.
Service Terms
Definitions
In these Service Terms and in the Agreement, the following capitalised
terms shall have the following meaning:
"Agreement
" means the Tairi Services Agreement, consisting of the
(signed) Order Form, these Service Terms and all Annexes attached
thereto.
“Business Day
” means a day other than a Saturday, Sunday or public
holiday in the Netherlands.
“Annexes
” means any annex attached to the Agreement.
"
Effective Date
" means the date of signing of the Agreement.
“Fees” means the fee or fees set out
in the Order Form, as part of the Agreement.
Force Majeure Event
” means circumstances beyond the control of a performing
Party (overmacht) including, without limitation, (i)
circumstances beyond the control of Supplier’s suppliers, (ii) the
failure by Supplier to property meet obligations that were
contracted by Supplier on Customer’s instructions, (iii) defects
in goods, hardware, software or materials of third parties that
Supplier uses on Customer’s instructions, (iv) measures by public
authorities, (v) power failures, (vi) failures of the internet,
data network or telecommunication facilities, (vii) (cyber) crime,
(cyber) vandalism, war or terrorism, and/or (viii) general
transport problems.
“Platform”
means the Tairi platform, accessible through
tairi.co .
“
Privacy Legislation
” means the General Data Protection Regulation and other
applicable privacy legislation and regulations concerning the
protection of personal data.
"Term" means the term of the Agreement
as specified in the Order Form.
“Services
” means the services to be performed by Supplier under the
Agreement and as detailed in the applicable Order Form.
“
Subcontractors
” means the independent contractors of the Supplier assigned
to perform the Services for the Customer.
“Order Form
” means the document executed and signed by the Parties,
which sets out the mutually agreed terms for the provision of
Services to Customer.
Other definitions – recognizable by use of a capital letter at
the beginning – may also be explained in the text in the below.
If there is a conflict among the terms and conditions in the Agreement
the descending order of precedence will be as follows: (1)
Order Form, (2) other Annexes, and (3) these Service Terms.
The Services
The Services to be performed by the Supplier will be detailed in an
Order Form and mutually agreed upon by authorized representatives of
each Party. The terms and conditions laid down in these Service Terms
govern the Order Form.
The Parties may agree the inclusion of engagement specific terms, as
set out in the Order Form. If such terms vary or amend the terms of
these Service Terms, then the scope and duration of the variation or
amendment shall be expressly stated in the Order Form.
Duration and termination
The term of the Agreement between the Parties will commence on the
Effective Date and will continue for an indefinite period of time (the
“
Term”), subject to termination in accordance
with this Clause 3.
Notwithstanding any provision contained in the Agreement to the
contrary, either Party may terminate (opzeggen) the
Agreement:
At any time, without affecting the continued operation of
applicable Order Form, upon one (1) month prior written notice to
the other Party of such termination (the “
Termination Notice Period
”).
Upon written notice to the other Party, without notice of default
being required and with immediate effect, if the other Party is
granted a suspension of payments, whether or not provisional, a
petition for bankruptcy is filed against the other Party or the
company of the other Party is liquidated or dissolved other than
for restructuring purposes or for a merger of companies.
The Supplier may terminate (opzeggen) the Agreement, in whole
or in part, without notice of default being required and with
immediate effect, if a direct or indirect change occurs in the
decisive control of the Customer’s company. The Supplier is never
obliged to repay any sum of money already received or pay any sum of
money in compensation because of termination as referred to in this
paragraph.
Notwithstanding any provision contained in the Agreement to the
contrary, upon termination by either Party, the Customer shall pay the
Supplier for all Services performed and expenses reasonably incurred
by the Supplier in connection with the Services provided under the
Agreement through to the date of termination.
Terms and deadlines
Any delivery dates and/or other dates specified by Supplier or agreed
upon by Parties regarding the Services do not bind Supplier and are
always indicative (geenfatale termijn), unless
expressly agreed otherwise in writing. The Supplier makes reasonable
efforts to comply with any delivery dates and/or other dates specified
by the Supplier or agreed upon by Parties with regard to the Services,
whether or not these are deadlines, strict delivery dates and/or
delivery periods.
In all cases Supplier is only in default because of a term or period
of time being exceeded after the Customer has served the Supplier with
a written notice of default and has set a reasonable period of time
for the Supplier to remedy the failure to meet its obligations and
this reasonable term has passed. The notice of default must describe
the Supplier’s breach to meet its obligations as comprehensively and
in as much detail as possible so that the Supplier has the opportunity
to respond adequately. For the avoidance of doubt, this Clause 4.2
also applies if Parties have agreed on deadlines, strict delivery
dates and/or strict delivery periods.
The Customer acknowledges that a delay in the Customer performing its
obligations under the Agreement may result in a delay in the
performance of the Services; and subject to Clause 13 of the Service
Terms, the Supplier will not be liable to the Customer in respect of
any failure to meet the Services timetable to the extent that that
failure arises out of a delay in the Customer performing its
obligations under the Agreement.
If a term or period of time is likely to be exceeded, the Supplier and
the Customer shall consult in good faith to discuss the consequences
of the term being exceeded in relation to further planning.
Supplier rights and obligations
The Supplier and its Subcontractors perform the Services with care to
the best of its ability, where applicable in accordance with the
arrangements and procedures agreed on with the Customer in writing.
All Services provided by the Supplier and its Subcontractors are
performed on the basis of a reasonable efforts obligation unless and
insofar as the Supplier has explicitly promised a result in the
written agreement and the result concerned has been described in the
Agreement in a sufficiently precise manner.
Without prejudice to Clause 10.3, all goods (including any software)
delivered to the Customer remain the property of the Supplier until
all sums (including but not limited to the Fees) due by the Customer
to Supplier under the Agreement have been paid to the Supplier in
full.
All rights granted or transferred to the Customer are subject to the
condition that the Customer has paid all sums due under the Agreement
unless explicitly stated otherwise.
The Supplier may retain all content, information, documents, software
and/or data files received or created in the context of the Agreement,
despite an existing obligation to hand these over or transfer them to
the Customer, until the Customer has paid all sums (including, but not
limited to the Fees) due to the Supplier.
Customer rights and obligations
The Customer shall provide Supplier with such facilities and
assistance as the Supplier requires from the Customer to perform its
obligations under the Agreement. The Customer acknowledges that the
Supplier’s ability to deliver the Services hereunder is dependent upon
the Customer’s co-operation with the Supplier. The Customer shall use
commercially reasonable efforts to provide the Supplier and any of the
Subcontractors with access to, and use of, information, data,
documentation, computer time, facilities, working space and office
services deemed necessary by the Customer for the receipt of the
Services.
The Customer is solely responsible for all management decisions
relating to the Services and the use or implementation of the output
of the Services.
The Customer ensures the correctness and completeness of any content,
data, information, designs, and specifications provided by on or
behalf of the Customer to the Supplier and its Subcontractors. If the
content, data, information, designs, and/or specifications provided by
the Customer should contain inaccuracies and/or incompleteness
apparent to the Supplier, the Customer shall provide further
information for rectification upon request of the Supplier.
The Customer shall secure its systems and infrastructure adequately
and keeps these adequately secured.
The risk of loss, theft, misappropriation or damage of goods
(including software), information (including usernames, codes and
passwords), documents, software or data files that are created for,
delivered to or used by the Customer in the context of the performance
of the Agreement pass to the Customer at the moment these are placed
under the actual control of the Customer or an auxiliary person of the
Customer.
Payment
The Customer shall pay the Supplier the Fees for Services as specified
in the Order Form. The Fees in the Order Form shall be prepared based
on the following pricing principles:
All Fees are exclusive of value added tax (VAT), additional taxes
and/or transaction costs. Services not included in the Order Form
shall be billed on a time and material basis as agreed upon by the
Parties via e-mail.
The Customer cannot derive any rights or expectations from any
cost estimate or budget issued by the Supplier, unless Parties
have agreed otherwise in writing. A budget communicated by the
Customer is only considered a (fixed) price agreed on by Parties
if this has been explicitly agreed in writing and duly signed by
the Parties.
Where the activities performed by the Supplier and the sums due by
the Customer for these activities are concerned, the information
in the Supplier’s administration provides full evidence, without
prejudice to the Customer’s right to provide evidence to the
contrary.
The Supplier may adjust the Fee on a monthly basis in writing and
with due observance of a notice period of at least thirty (30)
days. In case of adjustments to Fees, Supplier shall take into
account an index or any other criterion included in the Order Form
(if applicable). If the Customer is not willing to accept the Fee
adjustment, Customer is entitled to terminate the Agreement by
serving notice of termination (opzeggen) in writing,
within thirty (30) days following the notification of the Fee
adjustment and effective from the date on which the new prices
and/or rates would take effect.
The Subcontractors shall complete and submit a timesheet each month,
with a specification of the work performed in the previous month on an
hourly basis. The Customer shall supervise and is responsible for the
correct registration of the timesheets by each Subcontractor.
The Fee shall be charged by the Supplier to the Customer on a monthly
basis by means of an invoice to be sent to the Customer. The Customer
shall pay the charged Fee through the Platform via online payment
within fourteen (14) days after the invoice date, unless otherwise
agreed in writing.
If a Subcontractor is requested by the Customer to travel for any
reason, such as, but not limited to, training, project start-up or
other activities, the Customer shall be responsible for all travel
expenses including air ticket, train ticket, visa and/or
accommodation. In addition, the Customer shall also provide
accommodation and a fixed daily allowance of EUR 50,- per day,
including weekends, which is considered sufficient to cover the costs
of food, transportation and other current expenses.
If the Customer should fail to pay the sums due or does not pay the
sums due under the Agreement on time, the statutory interest for
commercial agreements is payable by the Customer on any outstanding
sum, without a reminder or notice of default being required. If the
Customer should fail to pay the sum due even after a reminder or
notice of default, the Supplier can pass on the claim for collection
and the Customer is obliged to pay, within reason and in addition to
the total sum due at that time, all judicial and extrajudicial costs,
including all costs charged by external experts – all of which
is without prejudice to any of the Supplier’s statutory and
contractual rights.
If the Customer should fail to pay the sums due within sixty (60)
calendar days as from the date such fees and/or charges are due, the
Supplier may, upon written notice to Customer, immediately suspend its
provision of the Services and shall be entitled to either remove and
relocate each Subcontractor or keep each Subcontractor assigned to the
Customer in which case the Customer will be charged as if Services are
provided, until such overdue amounts are paid in full.The suspension
of the Services shall not be treated as a default on the part of the
Supplier and shall not preclude the Supplier from exercising any other
rights under the Agreement. The Customer’s payment obligations with
respect to the Services already performed continue to apply in full.
The Customer is not entitled to suspend any payments nor to set off
any of the sums due.
The Supplier may conduct periodic credit reviews, in order to check
Customer’s ability to meet its payment obligations under the
Agreement. Customer agrees to assist in these reviews by providing the
requested financial information on Customer’s creditworthiness without
undue delay.
Deployment
The Supplier makes the Subcontractors specified in the Order Form
available to perform activities under Customer’s direction and
instructions. The results of these activities are solely at Customer’s
risk.
The Customer may only deploy the Subcontractors made available to
perform activities other than the activities agreed on in the Order
Form, if the Supplier has agreed to this in advance and in writing.
The working hours, holiday periods, rest periods, applicable Fees and
other relevant working conditions as specified in the Order Form shall
apply. The Customer guarantees that the working hours, holiday
periods, rest periods and other relevant working conditions are in
compliance with applicable laws and regulations.
The Customer informs the Supplier as soon as possible about any
intended temporary or permanent closure of its organization or
company.
The following provisions shall apply in relation to the removal, leave
and/or illness of Subcontractors:
The Supplier will cooperate with its Subcontractors to notify the
Customer before any Subcontractor takes leave during the Term:
without undue delay should the leave be unplanned;
without undue delay, but in any event upon two (2) weeks prior
written notice in case of planned leave.
Should a planned or unplanned leave, for whatever reason, of a
Subcontractor exceed twenty (20) Business Days, the Supplier
shall, if requested by the Customer, use its reasonable efforts to
provide a replacement Subcontractor with a similar level of
experience who is confirmed as acceptable by the Customer, for the
duration of the leave or for an indefinite period of time
(whichever is applicable).
If a Subcontractor is permanently unable to provide the Services
due to illness or injury, the Supplier shall advise the Customer
of that fact as soon as reasonably practicable. If requested by
the Customer, the Supplier shall as soon as possible thereafter
provide to the Customer a replacement Subcontractor with at least
the same level of experience who is confirmed as acceptable by the
Customer.
If the provided replacement Subcontractor is not accepted by the
Customer, the Supplier will, upon the Customers’ request, suggest
another replacement. Should that replacement not be accepted by
the Customer, the Parties are entitled to terminate the Agreement
in accordance with Clause 3.
The Customer shall not actively reach out to any Subcontractor to
solicit for employment or to engage with him/her in any other way,
unless the Customer gives the Supplier three (3) months prior written
notice of its intention to employ or otherwise engage the
Subcontractor in question, and if - in addition - one of the following
two conditions is met:
the Customer has paid the Supplier in full for the performance of
at least 1.600 (sixteen hundred) hours of work provided by the
relevant Subcontractor for the Customer as part of the Services
under the Agreement; or
in case the 1.600 hours referred to in Clause 8.6.1 have not been
paid by the Customer to the Supplier in whole or in part, the
Customer shall pay the Supplier an amount of 50% of the relevant
Feesmultiplied by the number of hours still required by the
relevant Subcontractor to reach a total of such 1.600 hours of
work provided by the relevant Subcontractor for Customer.
Outsourcing
Subject to any express restrictions elsewhere in the Agreement, the
Supplier may outsource (subcontract) any of its obligations under the
Agreement, providing that the Supplier must give to the Customer,
promptly following the appointment of such outsourced service, a
written notice specifying the outsourced obligations and identifying
the contracting party in question.
Intellectual Property
In this Agreement "IP Rights" means: all
present and future intellectual property rights, worldwide, including,
but not limited to patent rights, copyrights, neighbouring rights,
database rights, drawing and model rights, trademark rights, trade
name rights, rights with regard to designs, (web) design and content,
domain names, claims to the (source and object) code and all relevant
technical information, irrespective of whether these are registered or
not.
Parties have the intention that the Customer shall own all IP Rights
related to, vested in or arising from any result of the Services
rendered by the Supplier or its Subcontractors, either solely or
jointly with others, pursuant to the execution of this Agreement.
Therefore, to the extent such are transferrable by the Supplier, the
Supplier hereby transfers to the Customer (in advance) all
aforementioned IP Rights, subject to Clause 3. The Customer hereby (in
advance) accepts this transfer.
The transfer of all IP Rights shall happen incrementally upon payment
of the Fees for the relevant Order Form. Insofar as a transfer has
therefore not yet taken place with regard to any such IP Rights, the
Supplier grants the Customer rights of use in respect thereof for the
period until full payment of the Fees has been made. This right of use
granted to the Customer is revocable, non-exclusive, non-transferable
and non-sublicensable.
The Parties hereby agree that, on the date of payment of Fees for the
period during which new copyright work under the Agreement have been
created, the Supplier, in the scope of the contractual remuneration,
hereby perpetually transfers (in advance) to Customer all proprietary
copyright to the subject matter of the Agreement meaning that these
copyrights will perpetually become Customer’s intellectual property.
Customer hereby (in advance) accepts this transfer. This clause
effectuates one or more transfers of IP Rights and is therefore to be
understood as a deed of transfer as i.a. stated in section 2(3) of the
Dutch Copyright Act.
For the sake of completeness: the transfer of IP Rights does not
affect the Supplier’s rights or options to use and/or exploit, either
for itself or for third parties and without any restriction, the
parts, designs, algorithms, documentation, works, protocols, standards
and the like on which the developments referred to are based for other
purposes. The Supplier is also entitled to use and/or exploit, either
for itself or for third parties and without any restrictions, the
general principles, ideas and programming languages that have been
used as a basis to create or develop any work for other purposes. The
transfer of an IP Right does not affect the Supplier’s right to
continue developing, either for itself or for third parties, software
– or elements of software – that are similar to or derived
from software – or elements of software – that have been
or are being developed for the Customer.
While executing the Agreement, the Supplier may use public libraries,
open source (software) components and other third party tools that
were not created by the Supplier, and which can be specified by the
Supplier upon written request by the Customer ("Third Party Software"), for which the following shall apply:
the conditions of the Third Party Software are as stated by the
provider of the Third Party Software, or the applicable (open
source) license where applicable;
the Third Party Software may have limitations, both known and
unknown (including defects, and (unknown) limitations in
functionality); and
the Supplier provides no warranty specifically related to any
Third Party Software or any applicable Third Party Software
licensing terms.
Privacy and information security
Both Parties will process personal data within the meaning of the
Privacy Legislation, by providing and using the Services and each
Parties’ subsequent activities. Parties agree and acknowledge that
each Party processing personal data in the performance of the
Agreement, acts as a separate data controller within the meaning of
the Privacy Legislation.
Parties shall each comply with the Privacy Legislation. Parties will
provide each other all necessary assistance in concluding all
agreements required by the Privacy Legislation, if necessary.
The Customer is fully responsible for the data, including all personal
data, that (i) the Customer processes in connection with, and during
the use of, the Services, and (ii) any Subcontractor processes in the
performance of the work for the Customer. The Supplier has no part in
such processing activities that are strictly between the Customer and
Subcontractor.
The Supplier shall make all reasonable efforts to refrain from
processing any data, including personal data, processed by the
Subcontractor in the performance of the work for the Customer. If the
Supplier processes such data incidentally, for example if the
Subcontractor per accident uses the Supplier’s servers for storage of
such data, the Supplier shall make all reasonable efforts to delete
and return such data to the Customer immediately upon discovery
thereof.
The Customer indemnifies the Supplier against any claims by a third
party instituted, for whatever reason, in connection with any data,
including any personal data, in connection with the use of the
Services by the Customer. More specific, the Customer indemnifies the
Supplier against any claims by persons whose personal data are or have
been processed and for which processing the Customer is responsible
pursuant to the Privacy Legislation, other applicable law or the
Agreement, unless the Customer proves that the facts on which a claim
is based are attributable to the Supplier pursuant to obligations
which apply specifically to the Supplier under the Agreement or the
Privacy Legislation.
Confidentiality
The Customer and the Supplier ensure that secrecy is observed with
respect to all information received from the other Party of which
information the receiving Party knows or should reasonably know it is
confidential. This prohibition does not apply if and insofar as the
information concerned must be provided to a third party in compliance
with a judicial decision, a statutory requirement, a statutory order
by a public authority or for the proper performance of the Agreement.
The Party that receives the confidential information may only use it
for the purpose for which it has been provided. Information is in any
case deemed confidential if it has been designated as such by either
Party. Confidential Information does not include information that:
becomes public through no breach of the receiving Party;
the receiving Party rightfully receives from a third party without
restriction;
the receiving Party develops independently or already had full
knowledge of information prior to disclosure by providing Party;
the providing Party gives to any third party without
confidentiality limitations.
Customer acknowledges that software made available by Supplier (if
any) is always confidential in nature and that this software contains
trade secrets of Supplier and its Suppliers or of the producer of the
software.
Liability
The Supplier is not liable for any indirect damages the Customer
suffers, including consequential loss, loss of profits, lost savings,
reduced goodwill, loss due to business interruption, loss as a result
of claims of Customer’s clients, loss arising from the use of goods,
materials or software of third parties prescribed by the Customer to
the Supplier, loss due to corruption, destruction or loss of data or
documents. In addition, Supplier is not liable for the quality of the
results of the activities performed by Subcontractors.
If the Supplier is liable towards the Customer for direct damages,
this will be limited to an amount equal to one monthly Fee paid by
Customer in the month in which the liability causing event(s)
occurred. In no event does Supplier’s total liability for any direct
damage, on any legal basis whatsoever, exceed EUR 10.000.
Neither Party excludes liability for any damage arising from death or
bodily injury. The exclusions and limitations referred to in this
Clause 13 cease to apply if and insofar as the damage is caused by
Supplier’s willful intent or gross negligence.
The Suppliershall not be liable for any damages the Customer may cause
to any third parties as a result of, or in connection with the use of
the Services. The Customer indemnifies the Supplieragainst any
third-party claims relating to acts, including omissions, by the
Customer as a result of, or in connection with the use of the
Services. More specific, the Customer indemnifies the Supplier against
any and all claims of third parties arising from product liability
because of a defect in a product or system that the Customer delivered
to a third party and that consisted in part of hardware, software or
other materials delivered by Supplier as part of the Services (if
any).
Any right to compensation of damages exclusively arises if the
Customer reports the damage to the Supplier in writing as soon as
possible after the damage has occurred. Any claim for compensation of
damages filed against the Supplier lapses by the mere expiry of a
period of twelve (12) months following the inception of the claim
unless the Customer has instituted a legal action for damages prior to
the expiry of this term.
To the maximum extent permitted by applicable law, the Supplier hereby
disclaims all implied warranties regarding the availability of the
Platform. The Platform (and all other related services thereto) are
provided "as is" and "as available" without
warranty of any kind. The Supplier does not accept any liability for
unavailability of the Platform, or any difficulty or inability to
access, share, upload, download and/or access content, or any other
communication system failure which may result in the Platform being
unavailable.
Force Majeure
If a Force Majeure Event gives rise to a failure or delay in either
Party performing any obligation under the Agreement, other than any
obligation to make a payment, that obligation will be suspended for
the duration of the Force Majeure Event.
Either Party that becomes aware of a Force Majeure Event which gives
rise to, or which is likely to give rise to, any failure or delay in
that Party performing any obligation under the Agreement, must (i)
promptly notify the other Party, and (ii) inform the other Party of
the period for which it is estimated that such failure or delay will
continue.
lf a Force Majeure Event situation lasts for more than sixty (60)
days, either Party has the right to terminate the Agreement. In such
event, all that has already been performed under the Agreement must be
paid for on a proportional basis, without anything else being due by
either Party to the other Party.
Miscellaneous
Nothing contained in the Agreement shall be construed as creating a
joint venture, partnership or employment relationship between the
Parties hereto, nor shall either Party have the right, power or
authority to create any obligation or duty, express or implied, on
behalf of the other.
The Supplier is entitled to unilaterally amend this Agreement, with
due observance of a written notice period of thirty (30) calendar
days. Customer is entitled to terminate the Agreement by serving
notice of termination in writing, within thirty (30) calendar days
following the notification of the amendment(s) to the Agreement, and
effective as from the date on which the adjustments to the Agreement
would take effect.
The Customer may amend this Agreement only if and to the extent such
amendment is agreed in writing by signature of authorised
representatives of both Parties.
Each Party warrants its power to enter into the Agreement and has
obtained all necessary approvals to do so. The Supplier reserves the
right to request from the Customer a copy of the passport and an
extract from the relevant chamber of commerce of the person authorized
to sign on behalf of the Customer.
Any notice or statement in connection with the Agreement shall be
given in writing.
The invalidity or unenforceability of any provision of the Agreement
shall not affect any other provisions of the Agreement, unless any
such provision is inextricably linked to the invalid or unenforceable
provision. Any invalid or unenforceable provision shall be replaced
or, insofar possible under applicable law, deemed to be replaced, by a
valid and enforceable provision which differs as little as possible
from the invalid or unenforceable provision and reflects the intent of
the invalid or unenforceable provision.
The Agreement, constitutes the entire agreement between the Parties on
the subject matter hereof, and supersedes any previous (verbal or
written) agreements or negotiations between the Parties.
The Agreement and any amendments thereto may be executed in any number
of counterparts, including by means of mutually accepted electronic
signature software, which shall have same effect as if the signatures
on the counterparts were on a single copy of the Agreement.
Except as explicitly permitted under the Agreement, the Customer is
not allowed to assign or transfer the Agreement or any of its rights
or obligations hereunder, either in whole or in part, without the
prior written consent of the Supplier.
Any provision of the Agreement which expressly or by implication is
intended to come into or continue in force on or after termination of
the Agreement including Clauses 10, 11, 12, and 13 of these Service
Terms shall remain in full force and effect.
Governing Law and Jurisdiction
The Agreement shall be governed by and construed in accordance with
the laws of the Netherlands.
All disputes arising out of or in connection with the Agreement shall
be exclusively submitted to the competent court in Amsterdam.