General Terms and Conditions Publishers Plaza

Article 1. Applicability

1. The present conditions shall apply to all services provided by Publishers Plaza. Publishers Plaza explicitly rejects the applicability of conditions of its members.
2. Publishers Plaza shall have the right to change and/or supplement said conditions. Members shall be bound by these changes and/or supplements, unless they inform Publishers Plaza in writing within five days following publication thereof that they reject the changes and/or supplements concerned.
3. If any provision of the present conditions should be null and void or declared null and void, then all the other provisions shall remain in full force and Publishers Plaza shall enter into consultation with the member invoking said invalidity in order to replace the null and void provisions, or, as the case may be, provisions declared null and void, whereby the purpose and the sense of the null and void provision, or, as the case may be, the provision declared null and void, shall be observed to the maximum possible.

Article 2. Obtaining Publishers Plaza membership

1. Publishers Plaza membership shall only be open to professional publishers and (possible) investors.
2. Applicant members must complete the application form on the Publishers Plaza web site fully and truthfully and subsequently send it in. Membership shall be obtained as soon as Publishers Plaza has accepted the application and the applicant member has paid the due membership fee.
3. t shall be the sole discretion of Publishers Plaza to judge whether an applicant member belongs to the Publishers Plaza professional target group. If Publishers Plaza is of the opinion, for whatever reason, that the applicant member does not fit its objectives, it shall have the right to refuse membership. Publishers Plaza shall not be held to motivate this.

Article 3. Selling orders

1. The Publishers Plaza membership entails the right to give Publishers Plaza an unlimited number of selling orders. In order to do so, the order form on the Publishers Plaza web site must be fully and truthfully completed. An assignment shall be accepted by Publishers Plaza if the assignment is worded in such a way that the anonymity of the seller is guaranteed and as soon as the price attached to the order has been paid to Publishers Plaza.
2. Selling orders shall be valid for a maximum period of one year, commencing on the moment the assignment concerned is accepted by Publishers Plaza. The assignment shall be automatically withdrawn on the date of expiry, unless Publishers Plaza has learned from the member prior to said date, that the assignment must be extended and if the price owed for it has been paid.
3. Publishers Plaza shall have the right to unilaterally introduce changes to the description of the selling orders, if such is deemed necessary to guarantee the anonymity of the seller concerned.
4. Members shall vouch for the correctness of the data provided by them in connection with the assignment and that placing the assignment is not an instrument intending to realise a transfer of material, which could be in any way in conflict with the law or could constitute an infringement of the rights of third parties.
5. Members shall not be allowed to place assignments if they are not actually willing to sell the goods/material offered. Agreements concluded as a result of the selling order shall be fulfilled properly.

Article 4. Vacancy advertising

1. The Publishers Plaza membership entails the right to give Publishers plaza an unlimited number of vacancy offerings. In order to do so the vacancy form on the Publishers Plaza web site must be fully and truthfully completed.
   An anonymous advertisement will be only accepted by Publishers Plaza if the advertisement is worded in such a way that the anonymity of the advertiser is guaranteed and as soon as the price attached to the advertisement has been paid to Publishers Plaza. An advertisement disclosing the identity of the advertiser should always contain clear contact data and will be activated as well as soon as the price attached to the advertisement has been paid.
2. Vacancy advertisements shall be valid for a maximum period of half a year, commencing on the moment the vacancy concerned is accepted by Publishers Plaza. The advertisement shall be automatically withdrawn on the date of expiry, unless Publishers Plaza has learned from the member prior to said date, that the vacancy exposure must be extended and if the price owed for it has been paid.
3. Publishers Plaza shall have the right to unilaterally introduce changes to the description of the advertisement in case of an anonymous advertiser, if such is deemed necessary to guarantee the anonymity of the advertiser concerned.
4. Members shall vouch for the correctness of the data provided by them in connection with the vacancy offering and that placing the advertisement is not an instrument intending to realise a transfer of personnel, which could be in any way in conflict with the law or could constitute an infringement of the right of third parties.
5. Members shall not be allowed to place vacancy advertisements if they are not actually willing to fill in the vacancy offered. Employment contracts concluded as a result of the vacancy advertisement shall be fulfilled properly.

Article 5. Agreement to observe secrecy

Members showing serious interest in selling orders can inform Publishers Plaza of their interest. If they wish to receive from Publishers Plaza data important to a bid, they must sign an agreement to observe secrecy prior to receiving said data.

Article 6. Commission

1. Publishers Plaza shall be owed a commission in the event that a selling order accepted by Publishers Plaza actually leads to the formation of a contract of sale. Commission shall be owed if a contract of sale is concluded after the selling order concerned has been withdrawn or cancelled. If the Publishers Plaza membership has expired in the meantime, an obligation to pay commission can therefore also exist.
2. The formation of a contract of sale must be reported to Publishers Plaza within five working days following its conclusion, submitting simultaneously the conditions agreed upon, including the price to be paid by the buyer. The commission due shall be calculated applying the rate valid on the day the contract of sale was concluded.

Article 7. Prices and payment

1. The prices charged by Publishers Plaza shall read in € (Euro) and shall be exclusive of VAT and other levies imposed by government authorities. Publishers Plaza shall have the right to change the prices it charges. Members shall be bound by a change in price, unless they cancel their membership within five days from the day they were informed of said change, all this in conformity with article 8 of the present conditions.
2. All Publishers Plaza invoices must be paid in accordance with the payment conditions given on the invoice without deduction, discount or settlement. If no such conditions show on the invoice, a term of payment of 8 days shall apply.
3. In the event of late payment interest shall be owed on the invoice of 1 % per month including part of a month. All extra-judicial and judicial costs to be made by Publishers Plaza to collect its invoice shall be borne by the party held to pay the invoice concerned, and this with a minimum of € 250, - exclusive of VAT.

Article 8. Termination of the membership

1. The Publishers Plaza membership shall be valid for the period of one year and shall each time be tacitly renewed for the same period of time, subject to cancellation in writing by registered post no later than one calendar month prior to the end of the year in question.
2. Publishers Plaza shall have the right to terminate the membership prematurely, if the member does not properly fulfil his obligations under the membership, including the obligations resulting from the present conditions. Publishers Plaza shall not be held to refund the sums that have already been paid by the moment the membership is terminated with respect to membership fee, selling orders and vacancy advertisements given.

Article 9. Indemnification

Publishers Plaza shall only provide the opportunity to give selling orders and vacancy offerings. Publishers Plaza shall not be responsible for the substance of these assignments, advertisements and the data provided by its members. Publishers Plaza shall equally not be responsible for the substance of any asset sold or services provided by Publishers Plaza.

Members must indemnify Publishers Plaza against all claims filed by other members and third parties on this matter.

Article 10. Liability

1. Publishers Plaza does not guarantee that the telephone lines and/or other connections and/or the Internet render optimum use of and access to its services possible. It shall therefore not be liable for damage resulting from the fact that it’s web site and its files could not be accessed, breakdown of its network and/or other technical malfunctions.
2. For the rest the Publishers Plaza liability shall be limited to damage directly and exclusively resulting from a shortcoming attributable to Publishers Plaza on the understanding that Publishers Plaza shall never compensate more than the total of the amounts paid by a member for the performance, which Publishers Plaza failed to perform, well. Trading losses, such as a loss of profit, missed savings and damage due to business stagnation shall not qualify for compensation.

Article 11. Final stipulations

1. Members shall agree to it that Publishers Plaza provides third parties with information on the number of members, the number of visitors to its web site and the number of individual offers, and this in such a way that the anonymity of the members remain guaranteed.
2. Members shall refrain from sending Publishers Plaza and other members’ unsolicited commercial e-mail.
3. Members shall themselves be responsible for the maintenance and secrecy of their login names and codes. They shall inform Publishers Plaza immediately if they are aware of any unauthorised use of login names and codes.
4. Members must inform Publishers Plaza at once of any change in the data Publishers Plaza has been provided with.
5. Publishers Plaza shall not play any role in disputes among members themselves, whether or not resulting from a contract of sale resulting from a selling order.
6. Dutch law shall apply to the Publishers Plaza membership. All disputes between Publishers Plaza and its members shall only be submitted to the District Court in Zutphen, unless the Sub-district Court has jurisdiction over the dispute.
7. The English version of the General Terms and Conditions has legal validity. The Dutch "Algemene Voorwaarden Publishers Plaza" will govern in case of a difference of interpretation between the English and the Dutch version of the General Terms and Conditions.