GENERAL TERMS AND CONDITIONS

Contractual legal relationship between Triple A Solutions N.V., from hereinafter referred to as Triple A Solutions, with its registered office in Diegem, and their client(s).

Applicability of these terms and conditions:

1.1.These terms and conditions apply to every offer and every agreement between Triple A Solutions and their client(s), in so far as the parties did not explicitly depart from these terms and conditions.

1.2.In case the client is made up of individual persons who act jointly in the commission of the work, each of them is jointly and severally liable. The term person is understood to include legal persons.

1.3.If Triple A Solutions in an agreement departs from one or more of the articles of these terms and conditions, this concerns a one-time deviation only and in so far as this has explicitly been agreed in writing. All articles of these terms and conditions, which are not explicitly departed from, continue to be fully applicable. Such one-time deviations cannot be relied upon in subsequent agreements.

Offers

2.1All our offers are subject to contract and must always be considered as a whole.

2.2.Quotations, estimates, contractors, reports and the like, in our offers are not legally binding, except in so far as explicitly included in a written agreement signed by both parties or explicitly included in a written confirmation of the assignment signed by Triple A Solutions.

Use and ownership of the information provided

3.1The copyright with regard to the filed documents is vested, and remains vested, in Triple A Solutions.

3.2.Triple A Solutions is obliged to keep all the specific knowledge, regarding the company of the client, secret.

Contents and amendment of the agreement

4.1.The agreement has been entered into, in case Triple A Solutions has confirmed what is agreed between the parties in writing, or a written offer made by Triple A Solutions is accepted by the client in writing, or in any other way the parties have confirmed what is agreed upon in writing. Written communication includes communication via email and/or scanned signed documents.

4.2.If a supplementary agreement is agreed upon, Triple A Solutions reserves the right to invoice the adjustment or supplement separately, when carried out.

4.3.If the client makes any adjustments to the requirements of the agreement after entering into the agreement, the resulting additional work will be charged separately on basis of the time spent and additional costs made, unless explicitly agreed otherwise.

4.4.Triple A Solutions is entitled for the services they are to perform and the work they are to carry out to make use of the services of third parties on a subcontracting basis.

Termination of the agreement

5.1.In case the client cancels an assignment or terminates the assignment early, in a different manner as agreed upon by contract, the client is payable to Triple A Solutions: the appropriate fee for the amount of work that has been carried out, the expenses incurred, as well as the costs resulting from the use of the services of third parties by Triple A Solutions on a subcontracting basis, where applicable.

In addition, the client owes Triple A Solutions 100% of the remaining balance of the fee and costs, the client would have been payable, had Triple A Solutions fully performed their duties until the end of the assignment. The amount owed must be paid within thirty days after Triple A Solutions sent the invoice in question.

5.2.The debt the client owes Triple A Solutions is immediately due and payable in the following cases:

- if, after entering into an agreement, Triple A Solutions becomes aware of circumstances that give Triple A Solutions good cause for concern that the client will be unable to perform its obligations;

- if Triple A Solutions has asked the client, when entering into the agreement, to provide security for the fulfilment of its obligations and the client doesn't provide or is unable to provide sufficient security.

In these cases, Triple A Solutions is entitled to suspend the performance of the obligations, or to terminate the agreement, all without prejudice to Triple A Solutions' right to full compensation.

5.3.If circumstances occur with regard to the persons and/or materials which Triple A Solutions is to use in the course of the performance of this agreement, which are such that according to criteria of reasonableness and fairness unaltered maintenance of this agreement cannot be required of the parties, Triple A Solutions is entitled to terminate the agreement.

Pricing

6.1.The price agreed upon is the price or the rate, mentioned in the agreement or in the confirmation of the assignment, excluding VAT.

6.2.With foreign currency transactions the price agreed upon is converted to the equivalent in national currency (Euro) in accordance with the rate of exchange on the day of the confirmation of the assignment, respectively the day of the formation of the agreement.

6.3.If changes occur in wages, social insurance contributions, employment terms and conditions, VAT and/or any other levies and/or exchange rates after the confirmation of the assignment, that affect our costs, Triple A Solutions is entitled to adjust the price agreed upon proportionally.

Delivery times

7.1.Unless explicitly agreed otherwise, the agreed delivery time is no final deadline. If delivery does not take place in time, the client has to give Triple A Solutions written notice of default.

If, as a result of force majeure (see article 12), Triple A Solutions is unable to perform their obligations of this agreement, the delivery time is extended with a period that, taking all circumstances into account, can be regarded as a reasonable delay in the execution of the work. If this period exceeds 6 months, both parties are entitled to terminate the agreement without the parties being obliged to pay each other any compensation.

Delivery

8.1.Without prejudice to the provisions of this article, the client shall not acquire the ownership upon delivery and the delivered items and drawings remain the property of Triple A Solutions, as long as the client has not fully paid the amount due to Triple A Solutions, while Triple A Solutions is entitled in such an event to reclaim the delivered items, after having disassembled the items, when necessary, that the delivered items were attached to.

Payment

9.1.If the parties have agreed upon a fixed price, the client might be payable to monthly down payments of the estimated amounts of the costs Triple A Solutions are going to make in the respective weeks, for which down payments Triple A Solutions will make out and sent an invoice to the client.

9.2.Payment must in any event be made on the agreed payment date or within 30 days of the invoice date, without any reduction or setoff,

9.3.With late payment the client owes a flat-rate compensation of 10% on top of the amounts due (with a minimum of 40 Euros) and owes an interest payment in conformity with the law on combating late payment in commercial transactions dd.

02 August 2002, this by operation of law and without prior notice of default. In addition, in default of payment all arrangements for payment are terminated by operation of law and all invoices, even those who are not terminated, are immediately due and payable.

9.4.In the event of liquidation, bankruptcy or suspension of payment of the client, the obligations of the client shall be immediately due and payable.

9.5.Payments made by the other party will always serve to settle all costs and interest due, and subsequently those invoices which have been outstanding for the longest time, even if the other party states that the payment relates to a later invoice.

Complaints

10.1. Every agreement Triple A Solutions enters into with the Client(s) is deemed an obligation of means which can never be deemed an obligation of result.

10.2. Any complaints regarding the services performed and solutions etc. provided by Triple A Solutions must be communicated in writing to Triple A Solutions within one month of the delivery or performance of the work specifying the facts on which the complaint relies.

10.3. The client's right to file a complaint comes to and end if in the delivery or performance of the work departs from the agreed specifications and/or detailed description.

10.4. Any complaints on items delivered, or regarding the invoiced issued by Triple A Solutions, must be communicated in writing within one month of the delivery of the items or receipt of the invoice, specifying the facts on which the complaint relies.

10.5. The client's right comes to an end with regard to any manufactured, processed and/or altered items by or on behalf of the client.

10.6. If filed complaints do not comply with the aforesaid, they will not be handled.

Liability

11.1.Triple A Solutions is in no way liable for the cost and damages, that might arise as a direct or indirect result of violations of patents, licences, or other rights of third parties due to the use of the data provided by or on behalf of the client for the execution of the work.

11.2.The client is obliged to indemnify Triple A Solutions against all expenses, loss and damage that might arise for Triple A Solutions as a direct or indirect result of the non-functioning or malfunctioning of the items provided by or on behalf of the client for the execution of the work, including installations, equipment, tools, etc. regardless of whether Triple A Solutions used these items in or for their work. The client is obligated under this agreement to comply with adding a third party.

11.3.In case and in so far as the control or day-to-day supervision of the work that is carried out with regard to the manufacturing of drawings and the realisation of an object is carried out by or on behalf of the client by a third party and Triple A Solutions has not been assigned any tasks with regard to this control or day-to-day supervision any faults in this control or day-to-day supervision cannot be attributed to Triple A Solutions.

Force majeure

12.1.Force majeure is understood to mean circumstances that prevent or hinder the performance of an obligation, that cannot be attributed to Triple A Solutions.

These include (if and in so far as these circumstances prevent or hinder the performance in an unreasonable manner): strikes at other companies than Triple A Solutions, wildcat strikes or political strikes at Triple A Solutions, a general shortage of the required materials and other items or services required to execute the agreed performance; non-foreseeable stagnation with suppliers or other third parties Triple A Solutions is dependent upon and general transport difficulties.

12.2.Triple A Solutions is also entitled to invoke force majeure, if the circumstances that prevent or hinder (further) performance of the work occur after Triple A Solutions was to perform their obligation.

12.3.During the force majeure the delivery and all other obligations of Triple A Solutions will be suspended, if, as a result of force majeure, Triple A Solutions is unable to perform its obligations for a period exceeding six months, both parties will be entitled to terminate the agreement extra-judicially, without this giving rise to any right to compensation.

12.4.If at the occurrence of force majeure Triple A Solutions has already partially performed their obligations, or is only able to partially perform their obligations, they are entitled to invoice the already delivered and/or the deliverable separately and the other party is obliged to pay the invoice as he would a separate contract.

Relation

13. Each candidate shall be considered as presented to the Client as soon as the Contractor has communicated information about that candidate to the Client, either orally or in writing.

If the Client forwards the proposed candidate to another company, whether or not directly affiliated with the Client (the Network), without the Contractor’s prior written consent, the Contractor shall issue an invoice to the Client in the amount of EUR 20,000 (excluding VAT). This invoice must be paid by the Client in full within 8 days.

If the Client or the Network employs or enters into any form of collaboration with a candidate proposed by the Contractor within 12 months following the presentation, without the Contractor’s prior written consent, the Contractor shall issue an invoice to the Client in the amount of EUR 20,000 (excluding VAT). This invoice must be paid by the Client in full within 8 days.

If the Contractor and the Client agree in writing that the candidate proposed by the Contractor will be employed by the Client or the Network, or that a collaboration will be established, the Contractor shall issue an invoice to the Client for 25% of the candidate’s gross annual salary (excluding VAT), regardless of the number of days already worked. This invoice must be paid by the Client in full within 8 days.

Disputes

14.1. All agreements between Triple A Solutions and the client(s) are governed by Belgian law and are considered to have been entered into in Belgium.

14.2. Any disputes arising from the execution or the interpretation of the agreement(s) will be resolved only by the competent district court where Triple A Solutions has its registered office.

Supplementary terms and conditions for assignments carried out at the location of the client in Belgium
Rates

15.1.The rates that have been agreed upon with the client in writing are considered to be the calculation basis.

15.2.The rates are based on regular working hours of a five-day working week of 7,6 hours a day.

15.3.The rates can change in accordance with government guidelines.

15.4.Overtime work is paid on the basis of surcharges, all hours that exceed the 38-hour working week have the following surcharge compensation rate:

• From 38 to 40 hours: pro rata compensation rate of 100%.

• Hours that exceed the 40-hour working week have the following surcharge compensation rate:

o Mondays up to and including Fridays + 50%;

o Saturdays + 50%;

o Sundays and public holidays + 100% unless agreed otherwise in writing.

15.5.Travel expenses will only be charged when this is more than usual for the daily commute between home and the work location.

Deductible expenses

The following expenses are to be paid by the client:

15.6.Costs of accommodation and meals with a stay or visit elsewhere, on request of the client, on submission of the expense account.

15.7.Travel expenses on submission of the expense account, for public transport, taxis, flights, company cars or private cars.

15.8.Travel expenses for commuter traffic on Saturdays, Sundays and public holidays are considered additional costs and are therefore payable by the client. Travel expenses for the regular commuter traffic are charged in accordance with the rates of the underlying agreement.

15.9.Translations by third parties are billed on the basis of the received invoices.

15.10.As far as applicable the following expenses are payable by the client:-phone, telex, telegram and postal and transport costs- additional attire for the purpose of labour protection measures, climatic conditions or dirty work.

-providing the client with working space.- computer costs.

Accountability

15.11.The weekly statements of Triple A Solutions are used to register the hours worked, overtime and travel time.

15.12.With assignments carried out on the location of the client in Belgium, these weekly statements will be drawn up in duplicate which need to be approved and signed by the client. one of the copies is meant for the client.

15.13.Invoicing is on a monthly basis on the basis of these weekly statements.

15.14.Payment must in any event be made within 30 days of the invoice date.

Duration of the work

15.15.The duration of the work is laid down in an agreement.

15.16.Assignments that are carried out on the location of the client have a notice period of 4 weeks for both parties, unless otherwise agreed in the subagreement or the framework contract. If the client terminates the assignment and does not comply with these 4 weeks notice, these weeks will be charged as normal.