General Terms for Tradeplace IT services

Confidential Information:

1. the Deliverables; and
2. all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and which have been disclosed to Tradeplace by the Customer or its agents, or which are otherwise made available to Tradeplace in connection with this Project.

Customer: Party requiring (implementation) Services hereunder to enable the use of the Tradeplace services.

Customer's Project Manager: the Customer's manager for the Project appointed in accordance with clause 3(a).

Deliverables: as agreed in the Purchase Order.

Good Industry Practice: in relation to the performance of any of the Services, their performance to the standard of skill, care, prudence and foresight, that a leading professional provider of services similar to the Services would use in the performance of those services.

Project: the project, as described in the Purchase Order.

Project Plan: the detailed plan describing the Project.

Services: the consulting and related services to be supplied, and obligations to be performed, by Tradeplace in connection with the Project.

Tradeplace Project Manager: Tradeplace's manager for the Project appointed in accordance with clause 3

VAT: value added tax.

 

2.1 Tradeplace shall:

1. diligently prepare the Project Plan and deliver the same to the Customer for approval;
2. if the Customer approves the Project Plan, Tradeplace shall proceed with the execution of the Project;
3. if the Customer does not approve the Project Plan
4. , it shall notify Tradeplace to that effect within five (5) working days after receipt thereof, stating in reasonable detail the reason(s) for non-approval.

2.2 Tradeplace shall manage and complete the Project, and deliver the Deliverables in accordance with the Project Plan.

2.3 Tradeplace shall co-operate with the Customer in all matters relating to the Project and appoint a Tradeplace Project Manager, who shall have authority to commit the Tradeplace on all matters relating to the Project.

2.4 Customer may for any reason decline to accept any persons (including replacements) proposed by Tradeplace to work on the Project (together referred to as Tradeplace Project Team), and in that event Tradeplace shall propose a replacement without undue delay.

3.1 The Customer shall:

1. co-operate with Tradeplace in all matters relating to the Project and appoint a Project Manager, who shall have the authority to commit the Customer on all matters relating to the Project;
2. provide such access to the Customer's data and such other facilities as may reasonably be required by Tradeplace for the purposes of the execution of the Project; and
3. provide, in a timely manner, such information as Tradeplace may reasonably request to carry out the Project and ensure that all information the Customer provides is accurate in all material respects.

4.1 Where the Services are provided on a time-and-materials basis:

• 1. the charges payable for the Services shall be calculated in accordance with Tradeplace's standard daily fee rates in force for the Tradeplace Project Team involved in the supply of the Services
  2. Tradeplace's standard daily fee rates are calculated on the basis of an eight-hour day worked between 8.00 am and 5.00 pm on weekdays (excluding weekends and public holidays);
  3. Tradeplace shall invoice the Customer monthly in arrears for its charges for time, expenses and materials (together with VAT, where appropriate) for the month concerned.

4.2 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Project Plan. The total price shall be paid to Tradeplace as set out in the Project Plan.

4.3 Tradeplace’s charges in any event exclude:

1. the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably and properly incurred by members of Tradeplace's Project Team in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required byTradeplace for the supply of the Services. Those expenses, materials and third-party services shall be invoiced by Tradeplace at cost price. Tradeplace shall obtain the Customer's approval before incurring any such expense, material or service exceeding 250 Euro; and
2. VAT, which Tradeplace shall add to its invoices at the appropriate rate.

4.4 The Customer shall pay each invoice properly due, issued and submitted by Tradeplace within 30 days of receipt.

4.5 Tradeplace shall maintain complete and accurate records of the time spent and materials used by Tradeplace in providing the Services; Tradeplace shall allow the Customer to inspect those records at all reasonable times on request.

5.1 Tradeplace warrants to the Customer that:

• 1. it will perform the Services in accordance with Good Industry Practice;
  2. the Services will conform with all descriptions and specifications provided to the Customer by Tradeplace in the Project Plan;
  3. the Services will be provided in accordance with, and Tradeplace will comply with all applicable legislation from

6.1 During the term of this Project, Tradeplace shall maintain in force with a reputable insurance company professional indemnity insurance and shall, on the Customer's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium.

7.1 Tradeplace may be given access to Confidential Information from the Customer to perform its obligations hereunder. Confidential Information shall not be deemed to include information that:

• 1. is or becomes publicly known other than through any act or omission of Tradeplace;
  2. was in Tradeplace's lawful possession before the relevant disclosure or access was provided by the Customer or its agents; or
  3. is lawfully disclosed to Tradeplace by a third party without restriction on disclosure.

7.2 Subject to clause 4, Tradeplace shall hold the Confidential Information in confidence and not make the Confidential Information available to any third party, or use the Confidential Information for any purpose other than the implementation of this Project.

7.3 Tradeplace shall take all reasonable steps to ensure that the Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms hereof.

7.4 Tradeplace:

• 1. shall restrict disclosure of Confidential Information to such of its employees, officers and advisors as need to know for the purpose of discharging Tradeplace's obligations to the Customer; and
  2. may disclose Confidential Information to the extent the Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the Customer as much notice of the disclosure as possible.

8.1 The following provisions set out the entire liability of either party (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the other in respect of:

1. any breach of these terms howsoever arising; and
2. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Project.

8.2 Nothing in this set of terms excludes either party's liability:

1. for death or personal injury caused by that party's negligence; or
2. for fraud or fraudulent misrepresentation.

8.3 Subject to clause 8.2 and clause 8.4:

1. neither party shall in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits, loss of business or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
2. each party's total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the agreement shall be limited to 50% of the price paid or payable for the Services.

8.4 Any provision of these terms that expressly or by implication is intended to come into or continue in force on termination or expiry of this agreement shall remain in full force and effect.

10.1 Each party irrevocably agrees that the courts of Amsterdam, the Netherlands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).