ThePaypers General Terms and Conditions

Company name: Telecom.paper BV, hereinafter to be referred to as Telecompaper
Having its registered office at: Standerdmolen 20-III, 3995 AA HOUTEN, the Netherlands, as of 1 May 2009, Standerd molen 20-III
Chamber of Commerce: Midden Nederland: 30165621
VAT number: NL809145285B01

Article 1. Definitions

1. Agreement: A (written) agreement between Telecompaper and the Customer in which Telecompaper undertakes to provide one or more products or services to the Customer in consideration of payment of the applicable sum by the Customer.
2. Subscription: Agreement based on which Telecompaper periodically supplies the Customer with a Product and/or Service.
3. Advertiser: The party that places an Advertisement in Telecompaper content
4. Advertisement: Advertisement can be taken to mean a publication (banner) for a product or a job vacancy.
5. Publication Period: Period within which the agreed Advertisement is published on the Telecompaper website.
6. Licensed User: Licensed Users are only deemed to be those persons as expressly stipulated in the Agreement or those for whom it ensues unequivocally from the Agreement that they are authorised to use the Product.
7. Content: Works, texts, information or other materials in whatever form that are published or made available by Telecompaper.
8. Product: A mutually coherent and cohesive amount of content in written physical or digital form, including the corresponding updates.
9. Services: Tasks that Telecompaper performs on the instructions or on behalf of the Customer, including providing advice, consultancy, supplying news in various forms and conducting research, as well as providing access to databases.

Article 2. Applicability

1. These General Terms and Conditions apply to all Telecompaper offers and every Agreement.
2. The Customer’s supplemental and/or varying conditions are not part of the Agreement and therefore are not binding on Telecompaper, unless Telecompaper has agreed to such conditions expressly and in writing.
3. In case of any conflicting provisions in these General Terms and Conditions and those of the Customer, these General Terms and Conditions prevail, unless Telecompaper has confirmed to the Customer in writing that its Terms and Conditions prevail.
4. If interim modifications are made to these General Terms and Conditions, the modified version will be part of any Agreement that has been created at any point in time after the changes have come into effect.
5. The Customer is not allowed to transfer its rights arising from this Agreement to any third party without Telecompaper’s express prior written consent.
6. Telecompaper retains the right to supplement and/or modify the General Terms and Conditions at any time and to** ensure that these modifications can be found on the website.

General Provisions

Article 3. Offer, Order and Creation of the Agreement

1. All Telecompaper quotes and offers are valid for thirty days and are completely without engagement, unless the contrary has been explicitly stated in writing. If Telecompaper’s quote or offer is accepted by the Customer, Telecompaper has the right to withdraw this offer within two working days of having been notified of the Customer's acceptance.
2. An Agreement is created by placing or making a written, verbal order (by phone) or digital order on the Telecompaper website and its acceptance by Telecompaper. In doing so, the Customer has accepted the General Terms and Conditions provided. An electronic signature is only valid if it meets all of the reliability requirements stipulated in advance by Telecompaper.

Article 4. Prices and Rates

1. Products and Services are provided at the prices and rates that Telecompaper charges at the time that the Agreement is created.
2. Unless explicitly agreed otherwise with the Customer or otherwise indicated, all applicable prices and rates are exclusive of VAT and shipping costs. If the price was based on an expected amount of Content to be supplied, the price of the Content that was actually purchased will be determined in retrospect.
3. Prices and/or rates for Products and Services depend on the number of Licensed Users. Telecompaper has the right to immediately increase its prices and/or rates if it turns out that the actual number of users exceeds the agreed number.
4. Telecom may adjust its prices and/or rates based on the CBS index. Other price and/or rate increases will always be made with the consent of the Customer. If the Customer does not agree to a price and/or rate increase other than a price increase based on the CBS index, the Customer may rescind the Agreement by means of written notice to Telecompaper within thirty days. If Telecompaper does not receive such notice, the Customer is considered to be in agreement with the price and/or rate increase.
5. Telecompaper reserves the right to modify its prices and rates. Modified prices and rates apply – barring other agreements – from the time they are introduced by Telecompaper.

Article 5. Invoicing and Payment

1. Telecompaper invoices a Product upon or after shipping the Product or making it available online. Telecompaper invoices Services when the Service is first provided, unless expressly agreed to otherwise with the Customer.
2. An invoice is sent to the Customer for online orders at the Customer’s request.
3. A payment that is not made online must be transferred within fourteen days of the invoice date to a bank account number provided by Telecompaper, unless expressly agreed otherwise in writing.
4. Payments made by the Customer first serve to cover all interest and costs owed and only then to cover the oldest outstanding invoices that are due and payable, even if the Customer states that the payment relates to a more recent invoice.
5. Without Telecompaper’s express written consent, the Customer may not set off a payment obligation to Telecompaper with any amount due to the Customer by Telecompaper, for whatever reason.
6. Telecompaper may at any time demand advance payment, cash payment or security for a payment from the Customer.
7. The payment due date as stated in Article 5.3 is an absolute deadline. If any payment is not made in time, the Customer will be in default, without notice of default being required, and Telecompaper will be entitled to charge the Customer the statutory interest from the due date onwards. If the Customer does not pay, or does not pay on time, the Customer will owe interest as well as any expenses actually incurred, including any judicial costs.

Article 6. Delivery and Delivery Periods

1. Telecompaper will start the delivery process for the Products or Services as soon as possible after the creation of the Agreement.
2. All of Telecompaper’s delivery periods are target periods and therefore not absolute deadlines.
3. If, while performing an Agreement, telecommunications facilities are used, including the Internet, the Customer is responsible for adequate security and virus protection of his (computer) systems. Telecompaper is never liable in this regard and the Customer will indemnify Telecompaper from and against any and all liability for any claims in that respect. In all cases, the Customer continues to be responsible for proper receipt of electronic messages sent by Telecompaper.
4. Telecompaper may suspend the performance of its obligations to the Customer as long as the Customer does not meet all of its (payment) obligations ensuing from any existing legal relationship with Telecompaper.
5. If the Customer does not pay, does not pay on time, or does not or does not properly meet its obligations, Telecompaper may rescind the Agreement out of court and cease any further deliveries or performance of activities and/or Services, without prejudice to Telecompaper's right to claim compensation from the Customer for damages ensuing from the rescission of the Agreement.

Article 7. Personal Data

1. The Customer is aware that the Customer’s (personal) data and those of the persons in his organisation will be used to inform the Customer about Products and Services by means of telecommunications or other means of communications. The Customer has the right to object to receiving any further information. Telecompaper may use the (personal) data to find out whether the Customer is meeting his obligations under the Agreement.
2. Telecompaper ensures that the personal data are always used carefully. Both Telecompaper and the Customer have the obligation to respect and comply with all legislation and regulations.
3. The Customer indemnifies Telecompaper from and against any and all third party liability to Telecompaper caused by the Customer’s failure to (fully) comply with the provisions of this Article.

Article 8. Subscription Duration and Cancellation

1. A subscription is valid for the duration of the agreed period, which is, unless stated otherwise, one year. The starting date is the start of the subscription period, as stated on the relevant invoice. If the invoice does not state a subscription period, the starting date is the day on which the first shipment is made or the day on which the Online product is made available. Subscriptions are invoiced prior to the subscription period for the entire period.
2. Subscriptions are each time tacitly renewed at the end of each subscription period for the agreed period of time, unless the Customer has cancelled the subscription at least two months prior to the end of any current subscription period, unless Telecompaper has stated otherwise.
3. Subscriptions that are ordered on the Telecompaper website (less than € 1,000 per Customer) can be cancelled online 24 hours before the new subscription period starts, provided that the above conditions are not applicable.
4. If a new subscription is transferred to a new Customer in the event of an acquisition/takeover of operations, the same terms and conditions will continue to apply to the subscription.

Article 9. Termination of the Agreement

1. Telecompaper has the right to rescind the Agreement with immediate effect for the future by means of written notice without (further) prior notice of default being required if:
   • Despite proper notice of default, the Customer fails imputably to meet any of his obligations
   • The Customer’s use of a Product violates the applicable rights of use and/or any intellectual property rights regarding that product
   • the Customer has been granted suspension of payment (whether or not provisionally) or the Customer is declared bankrupt, the Customer has filed a debt rescheduling plan or a receiver or administrator is appointed to the Customer
   • the Customer’s property is seized due to substantial debts and the seizure continues for more than two months
   • the Customer ceases its business operations partially or entirely or liquidates and/or radically changes or transfers to a third party its operating activities without Telecompaper’s prior written consent.
2. In the event the Agreement is terminated, all amounts payable by the Customer to Telecompaper will be immediately due and payable in their entirety.
3. On account of the aforementioned termination of the Agreement, Telecompaper will not be obligated to pay any damages or make any payments, without prejudice to Telecompaper’s entitlement to full damages for the Customer’s breach of his obligations as stated above and without prejudice to any other rights accruing to Telecompaper in this regard.
4. Termination of an agreement regarding a Product or Service also entails the immediate termination of the rights of use.

Supplemental Provisions on Products and Services

Article 10. Product User Rights

1. Telecompaper grants the Customer non-transferable and non-exclusive rights to use the Product, unless Telecompaper has expressly agreed otherwise in writing with the Customer. The Customer’s right of use is only comprised of the authorisations that are expressly granted to the Customer in these General Terms and Conditions.
2. The right of use of a Product only comprises the following acts:
   • if the Product is shipped: downloading the Product onto a computer (server) of the Customer's to make it available to be used by Licensed Users
   • onscreen display, consultation and operation of the Product on a computer or comparable data processing equipment in accordance with the accompanying manual, specifications and instructions provided by Telecompaper
   • storing or printing non-substantial parts of the Product Content for own use
   • copying Content from the Product by way of quotation (with due observance of Section 15a of the Copyrights Act) into documents that are made, used or sent in the context of the normal business activities of the Customer.
3. The Customer’s right to use the Product may only be exercised by Licensed Users. If the Licensed Users are not designated in the Agreement, the Product may only be used by a natural person.
4. If and as soon as the Product is used by multiple or other persons than as referred to above (in this respect no distinction is made between internal dispatch within the Customer's business or dispatch to persons outside the business), the Customer will be required to pay the fee usually applied by Telecompaper for such multiple use, without prejudice to Telecompaper’s right to rescind the Agreement and/or to seek damages. The user right will each time be granted subject to full and timely payment by the Customer of the consideration applicable to the Product.
5. Acts included **in the right of use may never be such that they result or may result in any form of exploitation, commercial or otherwise, of the Product or any part thereof by the Customer or any third party. The Customer may not surrender the Product or make it available for use by third parties, unless Telecompaper has given prior written consent to do so.

Article 11. Performance of Services

1. Telecompaper will make best efforts to perform the Services with care and, if applicable, in accordance with arrangements and procedures agreed in writing with the Customer.
2. If it has been agreed that the Services will be provided in stages, Telecompaper is entitled to suspend the application of the services that belong to a subsequent stage until the Customer has approved the previous stage in writing.
3. If the Agreement was entered into with the purpose of having a certain person responsible for its performance, Telecompaper will always be entitled to replace this person with one or more persons with equal qualifications. Telecompaper may employ third parties for the performance of its Services.

Article 12. Modification and Additional Work

1. If Telecompaper has delivered activities or other performances at the request or with the prior approval of the Customer that are beyond the content or the scope of the agreed Services, Telecompaper will be compensated for such activities or performances by the Customer in accordance with Telecompaper’s usual rates. Telecompaper is not required, however, to meet such a request and may desire that parties enter into a separate written agreement to this end.

Article 13. Intellectual and Industrial Property Rights

1. All copyrights and any other intellectual or industrial property rights, along with similar rights, including neighbouring rights, database rights and rights for the protection of know-how and confidential company information, with regard to Products and Services delivered by Telecompaper to the Customer, shall accrue exclusively to Telecompaper.
2. The Customer acknowledges these rights and will refrain from any form of direct or indirect infringement of these rights, such under an entirely payable penalty of € 5,000 for every violation and for every day the violation continues, without prejudice to any other rights accruing to Telecompaper in this regard, including the right to claim performance and/or damages or disgorgement of profits.
3. The Customer is not permitted to reproduce, modify, assume or disclose, whether completely or partially, any Products or Services provided by Telecompaper to the Customer without the prior written consent of Telecompaper. This pertains in any event to any daily or weekly newspaper or magazine, Internet site, blog, or a broadcast of a radio or television programme, all unless expressly otherwise provided in the Agreement.
4. The Customer is not permitted to use the Product or Service, or any part thereof, delivered for the purpose of creating a news source and to distribute it as if it were his own creation.
5. If the Customer notices infringement by a third party of the rights as referred to in Article 13.1, the Customer is required to immediately notify Telecompaper in writing. The Customer shall not take any action, in any shape or form, against such an infringement out of court without the written consent of Telecompaper. Should Telecompaper decide to take action against such an infringement as a result of such notification, the Customer shall fully cooperate as requested by Telecompaper. Ensuing costs shall be borne by Telecompaper.

Article 14. Liability of TELECOMPAPER and Indemnification

1. Although the utmost care has been taken in respect of the substance of the Content, Products and Services delivered by Telecompaper, the absence of errors or incompleteness therein, or in its transfer, cannot be warranted. Telecompaper, authors, editors and other makers of the Products and persons delivering the Services shall not be liable for any such errors or incompleteness in any manner. Telecompaper therefore only accepts statutory obligations to pay damages.
2. Telecompaper is not liable for direct or indirect damage. Direct loss or damage shall be construed to mean only the replacement damages and the reasonable costs as referred to in Book 6, Section 96 (2) of the Dutch Civil Code. Indirect loss or damage includes consequential loss, loss of profits, non-realised savings, loss or damage caused by business interruption and any other damage or loss as a result of the Product or Service, including information, advice or calculations acquired via Telecompaper.
3. In addition, Telecompaper is not liable for any damage or loss incurred by the Customer or any third party as a result of improper and/or unprofessional use of the Products or Services delivered by Telecompaper by the Customer or any third party.
4. The total liability of Telecompaper for any imputable breach of the obligation to deliver any Product or Service shall in each case be limited to compensation of the direct damage up to a maximum amount of the price stipulated for the Product or Service concerned (exclusive of VAT).If the Agreement is (mainly) a continuing performance agreement with a term of more than a year, the aforementioned amount is set at the total of the compensations (exclusive of VAT) stipulated for a year. However, under no circumstances shall the entire compensation for total damages or loss per event/ per Customer amount to more than EUR 1,000,000 (one million euro).
5. The Customer may only invoke the results of an imputable breach because of Telecompaper’s failure to comply with the Agreement after the Customer has properly sent Telecompaper a written notice of default and Telecompaper continues to fail to comply, even after expiry of the reasonable term set in the written notice.
6. A precondition for the creation of any entitlement to compensation is always that the Customer reports the loss to Telecompaper in writing as soon as possible after its occurrence.
7. A series of connected events counts as one event for the application of this Article.
8. The Customer will never derive any right of suspension or set-off of its financial obligations vis-à-vis Telecompaper from the presence of a fault regarding a Product or Service.
9. The Customer indemnifies Telecompaper from any and all claims by third parties regarding the Products provided or Services performed by Telecompaper, unless it has been established in court that these claims are the direct result of gross negligence or wilful intent on the part of Telecompaper.

Article 15. Force Majeure

1. Force majeure is understood to mean every failure in the performance of the Agreement that cannot be attributed to Telecompaper or the Customer, because the fault does not lie with Telecompaper or the Customer, and for which Telecompaper or the Customer are not accountable by law, legal act or under generally accepted standards.
2. In the event of permanent force majeure, meaning circumstances on which Telecompaper nor the Customer have any influence, or may reasonably have, and which renders the delivery of Products or Services impossible, Telecompaper or the Customer are entitled to rescind the Agreement out of court. In the event of force majeure at Telecompaper, the Customer cannot claim any compensation for the damage or loss it incurred from Telecompaper, without prejudice to the provisions of Book 6, Section 78 of the Dutch Civil Code.

Article 16. Complaints

1. Unless agreed otherwise, the Customer must report complaints about Products and/or Services in writing to Telecompaper within ten working days after the Products were shipped or made available online, or after performance of the Services. In the absence of such communication, any claim against Telecompaper regarding faults in the Products and Services delivered, lapses.

Article 17. Miscellaneous

1. All costs incurred by Telecompaper to preserve and enforce its rights in respect of the Customer under the Agreement and/or these General Terms and Conditions, both at law and otherwise, shall be borne by the Customer.
2. Modifications and/or supplements to this Agreement and these General Terms and Conditions are valid only if and insofar as these have been laid down in writing.
3. The Customer is not permitted to transfer its rights and/or obligations from an Agreement to a third party or encumber rights with a restricted right in favour of a third party without the prior written consent of Telecompaper. Telecompaper shall not refuse to give such consent on unreasonable grounds.

Supplemental Special Conditions

Article 18. Duration and Cancellation of Advertisements

1. The publication period starts on the date the first Advertisement is placed. This is deemed to take place within three months.
2. An advertiser is entitled to expand the agreed Advertising Space one or more times within the Publication Period at the rates applicable at the time in writing.
3. The advertiser is only permitted to place Advertisements involving the publicity of the advertiser’s own business or company.
4. At all times Telecompaper is entitled to refuse to place Advertisements without giving any reason.
5. The advertiser must submit its Advertising Material at the latest on a deadline set by Telecompaper. Telecompaper reserves the right to refrain from placing any Advertising Material that has come into its possession after the deadline. If Telecompaper proceeds to place an Advertisement of which supplemental Advertising Material was made available to Telecompaper after the deadline, the risks shall be borne entirely by the advertiser. Telecompaper does not accept any liability for this, in whatever form. Costs incurred due to submission of Advertising Material that is not ready for printing will be charged.
6. Telecompaper aims to provide an accurate reproduction of the material made available and will duly observe the usual care. The risks and costs of loss/damage as a result of usage or shipment of this material shall be borne by the advertiser.
7. The Advertiser warrants that the material supplied by him does not infringe the rights of a third party in any way, that the Advertisement does not violate any applicable statutory provision or code (including the advertising code) and that the advertisement is not misleading. The Advertiser indemnifies Telecompaper against any claims by third parties based on infringement of the aforementioned rights or obligations.
8. Any inadequacies with regard to the content and performance of the agreement or the instruction originating from applications and/or notifications made by way of technical means of communication such as the telephone, fax or electronic mail that were not received at all, not in time or incompletely, will be for the account and risk of the advertiser.
9. In the event of a cancellation of an Advertisement or order after expiry of the agreed reservation date, Telecompaper is entitled to charge the advertiser with the placement costs.
10. Telecompaper is not liable for disappointing results of placement or the campaign.

Article 19. Applicable Law and Disputes

1. This Agreement is exclusively governed by Dutch law.
2. Any disputes that ensue from or are connected with this Agreement shall be exclusively submitted to the competent court of the domicile of Telecompaper, unless the law provides otherwise.