The Terms and Conditions are for all companies under which Meritsa is operating when delivering hospitality development services : MHM Europe Ltd, MHD Europe Limited, MHO Europe Ltd, MRE Europe Ltd, Meritsa Ltd, Dominion Properties Ltd, GK Holdings Ltd or any of aforementioned companies its subsidiaries or project companies (Special Purpose Vehicles).

APPLICABILITY OF THE GENERAL TERMS AND CONDITIONS

1.1  These General Terms and Conditions apply to all offers of and all agreements with Meritsa for the supply of goods and/or services by Meritsa, as well as agreements
related to or arising from this agreement between Meritsa and another party (hereinafter referred to as the Client).
1.2  The general terms and conditions of the Client are not applicable, unless agreed explicitly and in writing between Meritsa and the Client.

AGREEMENT

2.1  The agreement of the Client with Meritsa may concern various services or goods to be supplied by Meritsa in the field of development assistance, guarantees, project
direction and management, finance, administration or other subjects. The agreement will be put in writing by Meritsa and will be signed for agreement by the Client.
Amendments to the agreement during the performance thereof will be put in writing by Meritsa and will be signed for agreement by the Client.
2.2  Besides the agreement with Meritsa the Client has not concluded and will not conclude any agreement(s) with the same or similar content with third parties during the
term of the agreement between Meritsa and the Client. 
2.3  The agreement of the Client with Meritsa at all times only implies an obligation to perform to the best of its abilities for Meritsa, unless Meritsa has explicitly and in
writing guaranteed a result.

PERFORMANCE

3.1  Meritsa will observe due care in its performance of the agreement.
3.2  If in the performance of the agreement Meritsa uses data provided by or on behalf of the Client, Meritsa is under no obligation to establish the correctness or
completeness of these data. Meritsa will not be liable for damage as a consequence of incorrectness or incompleteness of these data.
3.3  If in the performance of the agreement Meritsa uses data of third parties, these data may have been obtained from public sources and other sources deemed reliable
by Meritsa. Meritsa will not be liable for damage as a consequence of incorrectness or incompleteness of these data.
3.4  The Client will in each case provide Meritsa with all the information requested by Meritsa and will guarantee the correctness and completeness of this information. The
Client will in each case without a request thereto provide Meritsa with the information whereof the Client knows or ought to know that it is or could be of interest to Meritsa
for the performance of the agreement.
3.5  In the context of an agreement concluded by the Client with Meritsa, Meritsa can recommend third parties to be engaged by the Client and other parties to be contracted
by the Client and can advise on the conditions and execution of the transaction envisaged by the Client. Meritsa is not liable for the consequences of any decision of the
Client that is (partly) based on recommendations by Meritsa.
3.6  If Meritsa is engaged by the Client in the execution of a project, the project management rests with the Client or a third party appointed by the Client, unless explicitly
agreed otherwise in writing.
3.7  If Meritsa supplies staff to the Client for carrying out work, this staff will work under the supervision and under the responsibility of the Client.
3.8  Meritsa at all times has the right to replace the staff supplied or involved in the performance of the agreement.
3.9  If Meritsa has agreed a date on which the agreement or parts thereof will be completed, this date will only be indicative, unless Meritsa has explicitly and in writing
guaranteed otherwise.
3.10  If the agreement between Meritsa and the Client is related to or arises from an agreement concluded between the Client and a third party, the Client is obliged to fully
inform Meritsa in writing of this agreement and the applicable terms and conditions.
3.11  The Client will offer the staff supplied by Meritsa the same facilities as its own personnel. In all cases these facilities will comply with the statutory requirements and
generally accepted standards, including adequate access to the (computer) system of the Client.

PAYMENT

4.1  At the time of the conclusion of the agreement between the Client and Meritsa the parties will agree upon the fees due to Meritsa and the expenses to be charged by
Meritsa to the Client.
4.2  Meritsa may charge one or more of the fees below for the performance of the agreement concluded between the Client and Meritsa:

• (I)  a fixed amount;
• (II)  a fixed amount, depending on the realization of any agreed result;
• (III)  a variable amount, depending on the realization of any agreed result and/or based on the value thereof;
• (IV)  any other form of fixed or variable fee money or goods.

In so far as applicable these fees are increased by VAT.

4.3  Meritsa and the Client may agree that out-of-pocket expenses, hotel and travelling expenses and expenses incurred by third parties engaged by Meritsa, are for
account of the Client.
4.4  Unless agreed otherwise Meritsa will send periodical invoices for the goods or services supplied by Meritsa.
4.5  If the Client does not object to the composition or amount of an invoice within the payment term, the Client is deemed to agree with the invoice. The extent of the
payment obligations of the Client are shown in the records of Meritsa, unless the contrary is proven.
4.6  The Client is obliged to pay the amounts due to Meritsa within 14 days from the invoice date, without any setoff, deduction or suspension. In case payment is not
effected in full or on time Meritsa is entitled to interest for overdue payment equal to the statutory interest payable in the event of overdue payment of trade debt, as well as
compensation for all reasonable judicial and extra-judicial costs.

TERM

5.1  The agreement between the Client and Meritsa will terminate:
(I)  at the moment that the agreement has been performed by Meritsa;
(II)  if the Client or Meritsa terminates the agreement with observance of a reasonable notice period.
5.2  If the Client terminates the agreement, entirely or in part, before Meritsa has fully performed the agreement the Client will owe Meritsa a proportion of the value of the
contract. This proportion will at least compensate for the costs incurred by Meritsa, consisting of the reasonable out-of-pocket expenses incurred, and the time spent by
Meritsa to the performance of the agreement. All fixed/retainer fees will be payable. The success/performance fee will be payable proportionately.
5.3  If Meritsa terminates the agreement before it is fully performed, Meritsa is not entitled to charge a fee or expenses, except if and in so far as the Client profits from the
part of the agreement already performed, in which case Meritsa is entitled to a proportionate share of the agreed fee and reimbursement of the expenses incurred. In the
event of termination of the agreement before it is performed Meritsa will not owe the Client damages.
5.4  Without prejudice to the provisions of article 5.2 of this agreement the Client will owe damages to Meritsa if the Client terminates the agreement with Meritsa before
Meritsa has fully performed the agreement and subsequently within twelve months of this termination gives the contract to a third party or performs itself the activities that
the agreement with Meritsa related to. The damages then payable to Meritsa equal the gross fee that Meritsa would have charged the Client with if the Client had not
terminated the agreement concluded with Meritsa.

INTELLECTUAL PROPERTY AND CONFIDENTIALITY

6.1  All copyrights and other intellectual property rights to or related to agreements and services performed by Meritsa and related documents and software remain vested
in Meritsa and will not pass to the Client, unless agreed explicitly and in writing between the Client and Meritsa.
6.2  During and after the performance of the agreement between the Client and Meritsa both parties will observe strict confidentiality with regard to the confidential
information of the other party and will endeavour to have its employees and third parties involved observe that same confidentiality, in so far as they are not required by law
or regulation to disclose information to third parties.  
6.3  Meritsa has the right to use the name and logo of the Client and the nature of the agreement(s) concluded with the Client as reference in presentations to third parties,
advertisements, brochures and press releases.

LIABILITY

7.1  Meritsa is only liable for direct losses resulting from a failure attributable to Meritsa, and never for consequential and indirect losses.
7.2  Meritsa is not liable for damage caused by its employees, in so far as this damage is caused during the carrying out of work performed under the supervision of the
Client or in the framework of a Client related project.
7.3  In all cases where Meritsa in spite of the provisions of article 7.1 and 7.2 and in all cases where Meritsa pursuant to the provisions of article 7.1 is obliged to
compensate the damage suffered by the Client, the liability is limited to € 20,000.-.
7.4  The Client indemnifies Meritsa against any claims of third parties related to or arising from the agreement between the Client and Meritsa and against any costs
incurred or losses suffered by Meritsa as a result thereof, except in the case of an intentional act or deliberate profligacy on the part of the management board or the actual
management of Meritsa.

EMPLOYEES

8.1  During the term of any agreement between the Client and Meritsa and for a period of 24 months following the termination of any agreement the Client undertakes not to
enter into employment contracts with or award contracts to employees of Meritsa, whether directly or indirectly. This arrangement applies to employees of Meritsa that are
or were involved in the performance of the agreement between Meritsa and the Client. The Client warrants that other legal entities that form part of the same group of
companies will comply with the provisions of this article.

CHOICE OF LAW AND FORUM

9.1  This contract will be governed by UK law. Any disputes arising from this agreement and related agreements will in the first instance be submitted to the
competent court in London.
9.2  If Meritsa acts as the claimant, notwithstanding the provisions of article 9.1, Meritsa has the right but not the obligation to submit the dispute to another court which has
jurisdiction according to the law.