Standard Terms and Conditions

Standard Terms and Conditions for the performance of services for GasTerra B.V., having its registered office in Groningen Issued on 1 January 2009 1

Contents Article 1 Article 2 Article 3 Article 4 Article 5 Article 6 Article 7 Article 8 Article 9 Article 10 Article 11 Article 12 Article 13 Article 14 Article 15 Article 16 Article 17 Article 18 Definitions Applicability Formation of an Agreement Prices and tariffs Payment, invoicing and correspondence Service provider s staff Expertise and competence of the Service Provider Proper performance Verification, supervision, progress check Alterations Confidentiality Industrial and intellectual property rights Transfer of rights and obligations Liability Termination Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act (Wet Ketenaansprakelijkheid) Arbitration Applicable law 2

Article 1 Definitions In these Standard Terms and Conditions the following terms have the following meanings: GasTerra: GasTerra B.V., having its registered office in Groningen. Service Provider: those with whom the Agreement to perform services has been or will be concluded. Parties: GasTerra and the Service Provider. The Agreement: 1. GasTerra s order (with enclosures) and the written acceptance of the order by the Service Provider; 2. the remaining points agreed in writing between the Parties in connection with that which is defined in the order; 3. these Standard Terms and Conditions. The Services: all services to be performed by the Service Provider in connection with fulfilment of the Agreement. Article 2 Applicability a. These Standard Terms and Conditions shall apply to all legal acts between GasTerra and Service Provider with regard to the performance of the Services, described in more detail in the Agreement, by the Service Provider for GasTerra. b. The Service Provider s Standard Terms and Conditions shall only apply if and insofar as these are explicitly accepted by GasTerra in writing. c. Amendments or supplements to the Agreement are only binding if these have been agreed in writing between the Parties. d. The Dutch text of the Standard Terms and Conditions shall prevail over any translations thereof. Article 3 Formation of an Agreement a. If an order follows an offer from the Service Provider then the Agreement is formed at the moment that the order is sent by GasTerra. b. If an order is placed without an offer from the Service Provider then the Agreement is formed if the standard order confirmation signed by the Service Provider is received by GasTerra within 10 days of sending of the order or, following prior approval by GasTerra, if performance of the Services has started in accordance with the contents of the Agreement. c. If the Agreement refers to technical, safety, quality and/or other provisions and documents that are not attached to the Agreement, the Service Provider is deemed to be acquainted with these, unless it informs GasTerra immediately in writing to the contrary. GasTerra shall then provide the Service Provider with further information about these provisions and documents. Article 4 Prices and tariffs a. The Services will be carried out at a fixed all-in price included in the Agreement. The Agreement may specify that one part (or some parts) of the Services is (or are) performed at the unit prices and tariffs included in the Agreement. b. The agreed unit prices and tariffs are fixed and non-refundable and shall not change in the event of changes to wages, costs, taxes, social welfare charges and the like. They are exclusive of VAT and of any travel and accommodation expenses c. Reimbursement of travel and accommodation expenses should be agreed between the Parties separately in writing. 3

Article 5 Payment, invoicing and correspondence a. Payment shall be monthly within 30 days of receipt of the invoice by GasTerra on the basis of the actual progress of the performance of the Services and provided the invoice is approved. b. Invoices shall be submitted monthly together with an appendix itemising the costs according to the categories detailed in the Agreement. c. If GasTerra disputes the accuracy of the invoice or part of the invoice sent by the Service Provider, the Parties shall enter into consultation with each other. GasTerra is, at all times, entitled to have the invoice checked by an accountant to be appointed by GasTerra. The Service Provider shall cooperate fully with this investigation. d. Payment of an invoice does not imply approval or acceptance of the Services performed. e. If and insofar as defined by the Agreement, the Service Provider should, with the aid of the GasTerra time record form, make a weekly statement of the hours worked, on the instructions of the authorised GasTerra official, as well as the related costs. f. If paragraph e of this article is applicable, the record of hours and costs approved by the competent GasTerra official should be attached to the invoice. g. The GasTerra time record form should be completed on the Monday following the week to which the record of hours and costs relates. h. In order to check the accuracy of the completed time record form, insofar as the form relates to activities performed on GasTerra s premises, GasTerra reserves the right to refer to what has been stated via GasTerra s access control systems. i. The approved time record form should be handed in to the relevant office no later than by Tuesday morning following the week to which it relates. j. Invoices, correspondence and GasTerra time record forms should contain the following information: - order number - project number and project name (if applicable) - account number k. In circumstances to be determined by GasTerra, the transfer regulations relating to VAT apply to the Agreement, which means that the invoice does not need to state VAT. In these circumstances VAT liability transferred will be stated on the invoice. l. Payment for hours and costs resulting from overtime performed by the Service Provider shall only be made if and insofar as this has been agreed in writing between the Parties and the overtime has been commissioned by GasTerra and approved in advance. m. In circumstances to be determined by GasTerra, GasTerra is authorised to ask the Service Provider to have an unconditional and irrevocable bank guarantee issued, at the Service Provider s expense, in the name of GasTerra, by a bank acceptable to GasTerra, as security for compliance with all the obligations of the Service Provider towards GasTerra as regards performance of the Agreement. n. The Service Provider should submit its (itemised) invoices no later than two (2) years after performance of the Services to which the relevant invoice relates. Invoices received later than this shall no longer be accepted by GasTerra. In such cases the claims concerned shall lapse. If it is no longer possible to trace the exact two (2) year period, the claim shall in any case lapse on the 31 December of the year in which it is certain that the claim arose two (2) years earlier. Article 6 Service Provider s staff a. The Service Provider is authorised to hire in staff of third parties or independent third parties for the purpose of a limited proportion of the Services after permission has been granted in this regard, in writing, by GasTerra. Conditions may be attached to such permission by GasTerra. The Service Provider remains responsible for ensuring that the activities are carried out on time and correctly by the third parties, as well as for the 4

payments owed to these third parties. The term staff in these Standard Terms and Conditions is taken to mean the staff employed by the Service Provider and also, as appropriate, the staff of third parties involved by the Service Provider, in accordance with this paragraph, in the performance of the Agreement. b. If the Services are performed by an independent contractor, the Service Provider shall show GasTerra the Declaration of Independent Contractor Status (VAR) issued by the tax authorities showing that wage tax and national insurance contributions do not need to be deducted from the wages of the independent contractor. GasTerra is entitled to retain a copy of the relevant VAR. If so requested, the Service Provider shall provide GasTerra with a copy of a valid identity card relating to the independent contractor. c. The Service Provider declares that written employment contracts or written agreements relating to the assignment between the Service Provider, its staff and third parties involved by the Service Provider in the performance of the Agreement, shall exist or continue to exist. d. The Service Provider is obliged to pay on time and in full the wage tax, national insurance contributions and VAT payable in connection with the Agreement in respect of its staff and third parties involved by the Service Provider in the performance of the Agreement. The Service Provider indemnifies GasTerra against all other claims in this matter. Article 7 Expertise and competence of the Service Provider a. The Service Provider undertakes to perform the Services with due care and in accordance with generally recognised standards in the Service Provider s business sector. b. The Service Provider, its staff and third parties involved by the Service Provider in the performance of the Agreement shall fulfil the particular requirements set by GasTerra or, in the absence thereof, the general requirements of expertise and professional competence, in order to be able to carry out the Services properly. c. GasTerra is entitled to request the replacement of a member of staff if this individual is unsuitable for his duties, is guilty of misconduct or is insufficiently competent. The Service Provider shall, at its expense, comply with GasTerra s request immediately and take care of a replacement, having regard to the provisions of a and b of this Article, without prejudice to any further rights to which GasTerra is entitled. Article 8 Proper performance a. Preparations for and activities performed in respect of the Services should be of good quality and must take place in accordance with: the statutory requirements and other government regulations valid at the time the preparations were made and activities performed; the Agreement and all the provisions and documents forming part thereof; the decisions and instructions of GasTerra which, if necessary, at the Service Provider s request, will be supplied in writing. b. If, in GasTerra s opinion, preparations for and/or performance of the Services does/do not fulfil the provisions of paragraph a of this Article, the Service Provider shall, at its expense, perform the Services, or a part thereof, again, on GasTerra s first demand, unless GasTerra prefers to terminate the Agreement pursuant to Article 16 of these Standard Terms and Conditions and without prejudice to any further rights to which GasTerra is entitled. c. The Service Provider is obliged to bear all the costs to be incurred for performing the Services, or a part thereof, again, for which it is responsible for effecting pursuant to paragraph b of this Article. d. In the absence of proper compliance with the obligations specified in paragraph a of this Article and/or compliance with them within the specified period, GasTerra has the 5

right, at the expense and risk of the Service Provider, to perform the necessary work or to have this performed by third parties. If GasTerra exercises this right, GasTerra shall inform the Service Provider of this. Article 9 Verification, supervision, progress check a. The Service Provider is obliged to keep records that clearly show the costs incurred and obligations entered into in respect of the performance of the Services for the benefit of GasTerra. b. GasTerra or third parties instructed by GasTerra have the right to inspect, at any time, the Service Provider s records and to consult the Service Provider s staff insofar as this relates to the Services. When requested to do so by GasTerra or by third parties instructed by GasTerra, the Service Provider shall supply copies of all relevant documents. c. The Service Provider should keep all relevant documents available for GasTerra for a period of 7 years after the performance of the Services. d. The Service Provider shall, at all times, allow access to and cooperate with GasTerra and third parties, insofar as this is required for the performance of their duties and competences and their monitoring of compliance with the Agreement and applicable statutory requirements, all this within the scope of the performance of the Services by the Service Provider. e. GasTerra is authorised to perform progress checks in respect of the performance of the Services by the Service Provider for the benefit of GasTerra. f. Neither the exercising of the right to verify the records nor the performance of any check shall release the Service Provider from any obligations by virtue of the Agreement. Article 10 Alterations a. GasTerra is authorised to ask for the scope and/or manner of performance of the Services to be altered. b. If, in the opinion of the Service Provider, this has consequences for the agreed price and/or time schedule, the Service Provider shall inform GasTerra about this in writing before carrying out the alteration. If, in the opinion of GasTerra, these consequences for the price and/or time schedule are unreasonable as regards the nature and scope of the alteration, GasTerra has the right to terminate the Agreement by giving a written notification, unless this would be unreasonable in view of the circumstances. If necessary, the Parties shall consult about the consequences of the termination. c. In cases of urgency or in cases where no agreement has been reached with regard to the consequences for the price and/or time schedule referred to in paragraph b of this Article, the Service Provider is nevertheless obliged, with the permission of GasTerra, to carry out an alteration order immediately. In these circumstances, the consequences for the price shall be determined at a later date in joint consultation according to criteria of reasonableness and fairness. d. If the Service Provider considers that an instruction from GasTerra means an alteration to the Services as referred to in paragraph a of this Article, the Service Provider shall provide written notification of this to GasTerra together with the information referred to in paragraph b of this Article, whereupon GasTerra shall judge whether an alteration such as this does apply. e. Alterations may only be made after written approval by GasTerra. Carrying out alterations without written approval from GasTerra shall take place at the expense and risk of the Service Provider. 6

Article 11 Confidentiality a. The Parties shall treat in confidence all confidential information which is made known under the terms of the Agreement by or on behalf of the Parties and shall also ensure that the staff, third parties and any others involved in the performance of the Agreement by one or both of the Parties shall respect the confidentiality of such information. b. The term confidential information is taken to mean all knowledge, data and information which, under the terms of the Agreement, is made known, at any time, by or on behalf of one Party to the other Party in writing or which is obtained from a Party in drawings, computer programs or in any other way directly or indirectly, as well as knowledge, data and information derived from such information. The term confidential information is not taken to mean knowledge, data and information that, at the time it is made known or is obtained, is not in the rightful possession of the Party making it available, is generally known or is mentioned in literature or is marked by the Party making it available as non-confidential or words of similar import. c. The Parties may not, without written permission from the other Party, pass on confidential information in any way to anyone whatsoever other than for the purpose for which this information is supplied. d. The Service Provider is not permitted, without written permission from GasTerra, to give any form of publicity to the performance or to the particulars of the Agreement in the form of articles, films, photos, lectures, interviews etc. Conditions may be attached by GasTerra to the permission. e. Without prejudice to the provisions of this Article, GasTerra is authorised to make confidential information known to its shareholders. f. All data, documents and other information carriers made available by GasTerra to the Service Provider under the terms of the Agreement shall remain at all times the property of GasTerra and should, on GasTerra s first request or after the performance of the Services, be returned to GasTerra. g. The Service Provider shall also impose the obligations mentioned in this Article on staff and third parties involved in the performance of the Agreement. h. GasTerra has the right, as appropriate, to have confidentiality declarations signed by staff of the Service Provider and by third parties involved by the Service Provider in the performance of the Services. i. If and insofar as confidential information must be made accessible to certifying authorities, government bodies, public authorities and/or insurance inspectors, the Parties shall, in writing, make a reference to its confidential nature. The Parties shall request that these bodies respect the confidential nature of the information. The Parties shall inform each other in writing about this. j. If the Service Provider or the Service Provider s staffs violate the obligation, the Service Provider is obliged to pay GasTerra, on first demand, a fine of 100,000 (one hundred thousand euros) or a higher amount if GasTerra manages to prove that its loss has been greater. k. The obligations arising under this Article shall continue after the end of the Agreement. Article 12 Industrial and intellectual property rights a. The Service Provider guarantees that the performance of the Services does not infringe any patents, licences, registered designs, copyrights or other rights of third parties and indemnifies GasTerra against any claims in this regard. b. GasTerra is the party entitled to all industrial and intellectual property rights arising through or as a result of the performance of the Agreement by the Service Provider, its staff or third parties involved by the Service Provider in the performance of the Services. 7

c. On GasTerra s first request, the Service Provider shall give its assistance in the formalities necessary to establish and/or confirm the property rights in favour of GasTerra referred to in paragraph b of this Article. d. All items of the industrial and intellectual property rights referred to in paragraph b of this article shall be clearly marked as GasTerra s property by the Service Provider. The Service Provider indemnifies GasTerra against claims from third parties with regard to the rights referred to in paragraphs a and b of this Article. e. The obligations under this Article shall continue after the end of the Agreement. Article 13 Transfer of rights and obligations a. The Service Provider shall not transfer its rights and obligations ensuing from the Agreement either wholly or in part to third parties without prior written permission from GasTerra. b. The Service Provider shall not contract out the performance of its obligations under the Agreement either wholly or in part to third parties without prior written permission from GasTerra. c. GasTerra has the right to attach conditions to the permission. Article 14 Liability a. The Service Provider is liable for all losses suffered or that will be suffered in the future, under the terms of the Agreement, by GasTerra and third parties, resulting from an attributable breach of contract or attributable unlawful acts or omissions of the Service Provider, its staff or third parties involved by the Service Provider in the performance of the Agreement. The Service Provider shall fully compensate this loss having regard to the provisions of paragraph c of this Article. The Service Provider indemnifies GasTerra against claims made by third parties for compensation for such loss. b. For the purposes of this Article, GasTerra employees are considered to be third parties. c. If a loss as referred to in paragraph a of this Article arises then the liability of the Service Provider towards GasTerra is limited to a maximum of 500,000 per lossincurring event besides in case of an intentional act (in Dutch: opzet) or grave fault (in Dutch: grove schuld) of those referred to in paragraph a of this Article; without prejudice to any further rights to which GasTerra is entitled. GasTerra does not indemnify the Service Provider against claims from third parties. d. GasTerra is not liable for the consequences of any illness or accident or any other disadvantage suffered by the Service Provider, its staff or third parties during or in connection with performance of the Services. e. The Service Provider shall take out sufficient insurance to cover itself against liability as referred to in this Article (including the conclusion of an adequate professional liability insurance) and shall, if desired, allow GasTerra to inspect the policy. f. All claims made by the Service Provider against GasTerra shall lapse after 24 months of the occurrence of the loss-incurring event. Claims received by GasTerra after that date shall lapse. The Service Provider should inform GasTerra of a claim in writing with a statement of reasons. GasTerra s liability is limited to a maximum of 500,000 (five hundred thousand euros) per loss-incurring event, besides in case of intentional act (in Dutch: opzet) or grave fault (in Dutch: grove schuld) of GasTerra. 8

Article 15 Termination a. GasTerra has, at all times, the right to cancel the Agreement before the end of the term by providing the Service Provider with written notification. The Service Provider shall discontinue performance of the Services immediately after receipt of the written notification or on the date mentioned therein. b. The Parties shall consult about the consequences of the cancellation. After cancellation, that proportion of the Services already performed shall be inspected by GasTerra and a final statement shall be drawn up. In addition to an assessment of the payment to which the Service Provider is entitled for the Services already performed, the final statement shall contain an assessment of the reimbursement for unavoidable costs to be incurred or already incurred for the proportion of the Services not performed as a result of the cancellation made, together with reimbursement for lost profits determined according to criteria of reasonableness and fairness. c. or any of its obligations by virtue of the Agreement or in the event of the Service Provider s bankruptcy, suspension of payments or discontinuation of business, liquidation or takeover of the Service Provider s company, the Service Provider shall be deemed to be in default by operation of law and GasTerra shall have the right to terminate the Agreement unilaterally, wholly or in part, without further notice of default or judicial intervention being required by providing written notification to the Service Provider without being liable to pay any compensation and without prejudice to any further rights to which GasTerra is entitled. d. All claims which GasTerra may, in these circumstances, have or may acquire against the Service Provider are due and payable in full. e. After the termination of the Agreement referred to in paragraphs a and c of this Article, the Service Provider shall remain responsible for and shall guarantee the quality of the Services already performed. Article 16 Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act (Wet Ketenaansprakelijkheid) a. If the Act of 4 June 1981, Bulletin of Acts and Decrees (Staatsblad) 1981 no. 3701, the Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act (Wet Ketenaansprakelijkheid) applies to the Agreement, the Service Provider should fulfil all the obligations ensuing from this Act (including those relating to record-keeping). b. GasTerra is authorised, in cases to be determined by GasTerra, to pay a proportion of the price either via the guarantee account of the Service Provider or directly to the authorities concerned. Article 17 Arbitration All disputes (including those which are only considered as such by one of the Parties) that may arise as a result of the Agreement shall only be submitted to the competent court in Groningen. Article 18 Applicable law This Agreement is exclusively governed by the law of the Netherlands. 9