Winnend inschrijven is an initiative of Pro 10. This document mentions Pro 10. That includes Winning bid. The following terms and conditions (“Terms”) are part of and apply to all agreements between Pro 10 and the other party (“Customer”) on the basis of which Pro 10 performs advice commissions for the Customer.

1. General
1. These Terms apply to all activities, quotations and agreements concerning the organisation and purchase departments (the “Services”) by Pro 10 to Customer or his/her legal successor. Deviations are to be arranged exclusively in writing with Pro 10.
2. Terms and conditions of the Customer are expressly rejected and do not apply to any Agreement with Pro 10, unless explicitly stated otherwise, in writing.
3. In the case that an Agreement is drawn up in more than one language, the Dutch version will prevail concerning the interpretation of the Agreement should any dispute arise.

2. Quotations and Agreements
1. Quotations of Pro 10 are valid for a period of thirty (30) days, unless arranged differently in writing with the Customer.
2. Quotations of Pro 10 are based on the information provided by the Customer concerning the Services to be delivered. Customer is liable for providing all essential information to the best of his/her powers concerning the setup and execution of the Services.
3. An Agreement between Customer and Pro 10 only occurs when a) the Customer has signed the Agreement with no reservations and the signed Agreement has been received by Pro 10 or b) when Pro 10 confirms the validity of an Agreement or c) when Pro 10 starts with the execution of the commission, or in any other way provided in these Terms.
4. An order confirmation will represent the Agreement as correctly and completely as possible. Customer is to make known to Pro 10 any objections and/or additions in writing within seven (7) days after receiving the order confirmation.
5. Any additional agreements or changes are only binding to Pro 10 when they have been confirmed in writing by Pro 10.
6. Pro 10 will work to execute the arranged-upon Services to the best of their insight and abilities, and in accordance with the demands of good workmanship.

3. Making information, employees and workspace available
1. In order to have the execution of the Services run smoothly and as much as possible in accordance with the agreed-upon time schedule, the Customer will not only provide the required documents and details that Pro 10 needs for the execution of the Services in time, but also employees of the own organisation of the Customer, who will be involved in the activities of Pro 10.
2. Customer shall indemnify Pro 10 against claims of third parties concerning any intellectual ownership breaches or breaches of other rights of third parties for materials that have been offered to Pro 10 by the Customer in the Agreement. 
3. If Pro 10 so requests, the Customer is to provide Pro 10 with an own workspace on his/her location with telephone line and, if required, a fax and/or data net connection free of charges.

4. Involvement of third parties
Pro 10 is authorised within its responsibility to employ third parties to execute the Services.

5. Personnel
1. In consultation with the Customer, Pro 10 can change the composition of the advice team, should this be necessary for performing the Services. The change may not lower the quality of the Services, nor affect the continuity negatively.
2. A change of the advice team can also be initiated by the Customer in consultation with and after agreement of Pro 10.
3. None of the parties are allowed to hire any personnel that work, worked less than a year ago, for the other party after conclusion of the Services, nor can they discuss hiring personnel that work, or worked less than a year ago, for the other party, except when discussed with the other party. Violation of this clause leads to a direct and non-reducible fine of two thousand five hundred (2500) Euro for every day of violation.

6. Prices and costs
1. The quotation shows, with regard to the prices and the cost frames based on that, whether it includes secretariat costs, travel hours, travel and accommodation costs and other costs connected to the commission. Costs that have not been included can be calculated separately. An interim change of the level of salaries and costs that will force Pro 10 to adjust its price will be transferred.
2. If the Agreement includes a ‘fixed price’, that price is the agreed-upon price. If the Agreement includes a ‘guide price’, that price gives an indication of the costs. In that last case the real price will be based on subsequent costing in according with the method mentioned in the Agreement.
3. All amounts mentioned by Pro 10 do not include sales tax, unless otherwise noted.

7. Payment conditions
1. The prices and any other costs are charged on a monthly basis to the Customer. Payment is to be made within 30 days after the date of the invoice, via bank or giro transfer or any other means mentioned in the invoice.
2. After the expiration date, Pro 10 will apply the legal interests without notice of default being required. Should payment still be not forthcoming, Pro 10 can, by invoking the uncertainty agreement, suspend the execution of the commission.
3. If the Customer does not meet the required criteria concerning his/her obligations, all reasonable costs made in order to gain satisfying results within or outside of legality are charged to the Customer.
4. If the commission was granted by more than one Customer, all Customers share have responsibility for meeting the requirements as stipulated in this article (whatever the name stated on the declaration).

8. Changes in the commission concerning extra work
1. The Customer accepts that the Agreement’s time planning can be influenced if the parties expand or change the agreed-upon method, activities or size of the Agreement and/or the resulting activities between the starting and end dates.
2. If the interim change has come from the Customer, Pro 10 will, should the quality of the service demand so, make the required changes. If such a change leads to extra work, this will be confirmed as an additional Agreement to the Customer.

9. Duration and conclusion of the commission
1. The Agreement concludes after the term mentioned in the Agreement. The duration of the Agreement can be affected not only by the efforts of the advice team, but by all kinds of factors, like the quality of the information received by Pro 10 and the level of cooperation provided by the Customer. The term mentioned in the Agreement is an estimation. If the threat of exceeding the term becomes viable, a discussion about this will take place as soon as possible with the Customer. Pro 10’s liability for the consequences of exceeding the term does not reach further than what has been determined in article 13. 
2. In a financial sense the Agreement has been completed as soon as the final settlement is approved by the Customer. Approval is to be granted within 30 days after day signing. Should the Customer not reply within this period, the final settlement is treated as approved.

10 Interim termination
1. Parties can end the Agreement prematurely if one of them thinks that the execution cannot occur in accordance with the confirmed quotation and any later, additional commission specifications. This is to be motivated and should be made known in writing to the other party, with a three (3) month notice.
2. Should the Customer decide on premature termination, Pro 10 has the right of compensation, considering the resulting loss of property, where the used monthly invoice amount is taken as the standard.
3. Pro 10 can only use the right to premature termination if completion of the commission cannot reasonably be expected as a result of facts and situations that cannot be ascribed to Pro 10. Pro 10 retains entitlement to payment of declarations for the activities performed up to then, and the Customer is to be presented with the results up to then, subject to reservation. For as far as this results in extra costs, these shall be accounted for.
4. In the case of bankruptcy of one of the parties, a party requests moratorium of payment or stops company activities, the other party has the right to terminate the Agreement without notice, with some issues subject to reservation of rights.

11 Intellectual property
1. Models, techniques, tools, including software, that have been used for the execution of the Agreement and have been included in the advice or research results are and will remain the property of Pro 10. Making them publicly available can only occur after explicit written permission has been granted by Pro 10.
2. The Customer has the right to multiply pieces received from Pro 10 for use in the company itself, for as far as it is fitting within the goal of the Agreement.

12 Trustworthiness
1. Pro 10 is obliged to confidentiality of all information and details of the Customer concerning third parties. In the view of the Agreement, Pro 10 will take every possible precaution to protect the Customer’s interests.
2. The Customer cannot inform third parties about the method, the activities and so forth, of Pro 10 unless specific permission has been granted, nor can he/she make available Pro 10’s reports.

13 Liability
1. Pro 10 executes the Services and activities at the top of its ability and knowledge.
2. In the case of a shortcoming that can be ascribed to Pro 10 concerning the compliance of the Agreement, assuming the Customer has first notified Pro 10, a reasonable time period is instituted to still comply to its obligations.
3. Pro 10’s liability due to ascribable shortcomings in the compliance to this Agreement is limited to the honorarium paid by the Customer to Pro 10, excluding VAT, per damaging event, for which a row of events counts as a single event. If the Agreement has a duration of longer than six (6) months, liability is limited to the amounts paid to Pro 10 during the six (6) months preceding the damaging event.
4. Pro 10 is not liable for damage resulting from a non-ascribable shortcoming. A non-ascribable shortcoming is a shortcoming that is caused by circumstances not affected in any way by Pro 10, like (but not limited to) fire, flood, war, embargo, strikes, impossibility of gaining materials and/or work from personnel or suppliers, and governmental involvement. In the case of a non-ascribable shortcoming the execution of the Services will be postponed for a period of sixty (60) days. Should the delay last longer, the Customer has the right to cancel the Agreement.
5. In the case of an unlawful act of Pro 10, or of its employees or subordinates for which Pro 10 can be held directly responsible, Pro 10 is only liable for a compensation of damage by death or bodily harm. For other damage, if resulting from intent or gross negligence, the compensation will not exceed the sum determined by the liability insurance of Pro 10.
6. Pro 10 is never liable for indirect, company or consequential damage.
7. Pro 10 is never liable for damage resulting from service or performed activities from (secondment) employees of Pro 10 when required expressly or directed by the Customer.
8.  Customer indemnifies Pro 10 for all damage done to Pro 10 as a consequence of claims of third parties, in connection to unlawful actions of Pro 10 employees that are working in secondment for Customer or are performing activities according to Customer’s directions.
9. An appeal by the Customer for liability of Pro 10 is to be submitted within a year after discovery of the damage.

14 Applicable laws, litigation and competent court
1. This agreement is governed exclusively by Dutch law.
2. In case of a dispute between parties in relation to the Agreement or the execution thereof, the parties will first try to achieve a solution in an informal way.
3. Should informal negotiations not lead to a solution that satisfies both parties, the dispute will be submitted to the competent court in Amsterdam.
4. Parties can agree to have the dispute settled through arbitrage in agreement with the Regulations of the Dutch Arbitrage Institute in Rotterdam.