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The General Terms and Conditions are also available as a PDF document.

The following definitions shall apply in these General Terms and Conditions:

	1.	Watson Wyatt:	Watson Wyatt B.V.
	2.	Client:	every natural or juristic person to whom Watson Wyatt issues a quotation or who concludes a contract with Watson Wyatt for the supply of goods or services.
	3.	Parties:	Watson Wyatt and the Client together.
	4.	Force majeure:	Every circumstance or occurrence independent of Watson Wyatt’s will, or above and beyond the scope thereof, which hinders compliance with obligations in favour of the Client in whole or in part, whether temporarily or otherwise, or as a result of which such compliance with obligations cannot reasonably be required of Watson Wyatt, irrespective of whether or not the circumstance or occurrence had been foreseen by the Parties at conclusion of the contract, such as -amongst other things - government measures, fire, accidents, labour disruption and the (partial) failure to comply with obligations, for whatever reason, on the part of Watson Wyatt’s suppliers.

1. These General Terms and Conditions shall form part of all quotations issued by Watson Wyatt and all contracts concluded with Watson Wyatt for the supply of goods or services. The Client is also assumed to have accepted the applicability of these General Terms and Conditions in relation to subsequent quotations issued to it by Watson Wyatt and subsequent contracts it concludes with Watson Wyatt. Insofar as the Parties do not agree otherwise in a written contract, all provisions of these General Terms and Conditions shall remain in full force and effect as between the Parties. These General Terms and Conditions are declared exclusively applicable. As a consequence, general terms possibly used by the Client are explicitly excluded. Watson Wyatt shall be entitled to amend these General Terms and Conditions. The amended conditions shall be sent to the Client in good time. An amendment shall come into effect on the date announced for that to happen and, if no such date is mentioned, on the date that the amendment is intimated or made known to the Client. A commission contract is concluded between the Client and Watson Wyatt as such, and not with the partners and/or persons who work for Watson Wyatt. This also applies if it is the Client’s explicit or tacit wish that the instruction be carried out by a certain person. The applicability of Articles 7:404 Netherlands Civil Code (BW) and 7:407 paragraph 2 BW is explicitly excluded.

2. The Client knows and accepts that Watson Wyatt is bound, in the performance of any contract concluded with it, to comply with the rules of conduct and professional rules applying to Watson Wyatt and also to comply with Watson Wyatt’s own Code of Conduct, which applies to all individuals associated with Watson Wyatt’s businesses and whose purpose is to avoid conflicts of interest and to protect confidential information. The Client will receive, on first request, a copy of this Code of Conduct, free of charge. The Client confirms it will continually and fully respect obligations and restrictions affecting Watson Wyatt under the rules of conduct, professional rules and the Code of Conduct.

The mere issue of a quotation shall not bind Watson Wyatt, unless the quotation contains an explicit statement to the contrary. Each of Watson Wyatt’s quotations is based on information supplied by the Client and estimated on the assumption that any potential contract to be concluded on the basis of the quotation can be carried out during normal working times and under normal circumstances and is further based on the information supplied by Watson Wyatt. The Client warrants in this context that it has, to the best of its knowledge, supplied all information essential for setting up and carrying out the investigation. Watson Wyatt shall carry out the contracts it enters into to the best of its ability and powers and in accordance with the requirements of good workmanship.

1. The contract is formed at the stage when the order confirmation, signed by Watson Wyatt and the Client, is received back by Watson Wyatt or if a start is made by Watson Wyatt on performing the instructions. Confirmation is based on the information supplied at that stage by the Client to Watson Wyatt. The confirmation will be deemed to represent the contract fully and accurately.

2. The Parties are free to prove that the contract has been formed in some other way.

3. The contract shall be entered into without limit of time, unless it follows from the content, nature or extent of the contract that it has been entered into for a limited period.

4. The Client is obliged to draw Watson Wyatt’s attention, in writing, to any significant alterations in relation to the performance of a contract concluded with Watson Wyatt in good time. The instructions in relation to which the alteration is intimated shall be regarded as new instructions that will only lead to a contract with Watson Wyatt if and to the extent that an order confirmation, signed by Watson Wyatt and the Client, is received back by Watson Wyatt, or if Watson Wyatt, with the Client’s knowledge, makes a start on performance of the altered instructions. In the absence of formation of a new contract, the original contract shall be regarded as cancelled and re-created in respect of any mutual obligations for cancellation that have already been performed. If what has already been done under the contract cannot reasonably be undone, then there shall arise an obligation for payment of the value of whatever has been done and supplied, which value shall follow from the invoice value. Any potential costs arising from an alteration in the performance of a contract concluded between the Parties shall be payable by the Client.

1. The Client shall be bound to provide all information and documentation that Watson Wyatt feels it needs for the proper performance of the instructions, in good time and in the format and manner required. Furthermore, the Client shall be bound to inform Watson Wyatt of all facts and circumstances that might reasonably be of importance to Watson Wyatt in the performance of the contract, irrespective of whether those facts and circumstances arise before or after the conclusion of the contract.

2. The Client warrants the accuracy, completeness and reliability of the information and documentation provided to Watson Wyatt, even if these originate with third parties, unless the nature of the contract dictates otherwise.

3. If and to the extent that the Client so requests, the documentation provided will be returned to it.

4. Any extra costs and extra fees resulting from delay in the performance of the instructions, and that arise because of failure to provide the required information and documentation properly or in good time, shall be payable by the Client.

5. Watson Wyatt shall observe the same standard of care in the custody and use of information, documentation and other items provided to it by the Client as it would in relation to its own information, documentation and other items, subject to the proviso that any risk associated with all of these things shall at all times remain with the Client.

1. Watson Wyatt shall determine the manner in which the instructions received will be carried out, and by which individual(s).

2. Watson Wyatt may not carry out any further work and invoice this to the Client, over and above the actual extent of what has been agreed in the contract concluded between the Parties, unless the Client has given separate consent for that work or has issued separate instructions for it.

3. If Watson Wyatt desires to involve third parties in the performance of the contract, it shall only proceed to do so once it has reached agreement on this with the Client. The provisions of the foregoing sub-paragraph shall apply, mutatis mutandis, to Watson Wyatt.

1. Unless it is under a statutory or professional obligation to disclose information, Watson Wyatt shall be bound to keep confidential information secret from third parties. “Confidential information” shall include all verbal or written information, intimations, letters, correspondence, opinions, discussions, notes, studies, presentations and other types of documentation or information concerning the Client and/or businesses associated with the Client, such as may become available to Watson Wyatt in the context of performing the contract concluded between the Parties.

2. Watson Wyatt is not entitled to use any of the information supplied to it by the Client for any purpose other than that for which it has been obtained. There will, however, be an exception to this in the event that Watson Wyatt itself becomes involved in any disciplinary, civil or criminal proceedings in which this information might be of significance.

3. Unless Watson Wyatt grants prior written permission, the Client shall not make public the contents of reports, opinions or other communications from Watson Wyatt, written or otherwise, if they have not been prepared or produced with the intention of providing third parties with the information contained therein. The Client shall also ensure that third parties cannot examine the contents as defined in the foregoing sentence.

4. Watson Wyatt shall impose its obligations under this Clause on any third parties it may hire.

1. Watson Wyatt reserves all rights in relation to all intellectual products that it uses or may have used in the context of performing the contract concluded between the Parties, insofar as such rights are acknowledged by the law. The intellectual property rights in all materials created or otherwise generated by Watson Wyatt during the course of providing any services shall remain the property of Watson Wyatt.

2. The Client is expressly forbidden from using, reproducing, publishing or exploiting those products, including computer programs, system designs, methods of working, opinions, (model) contracts and Watson Wyatt’s other intellectual products, all within the broadest sense of the term, and whether or not with third party involvement.

3. The Client shall not be permitted to make any auxiliary materials for those products available to any third parties, other than for the purpose of obtaining an opinion from an expert on Watson Wyatt’s work.

4. The Client warrants that Watson Wyatt’s performance of any contract concluded between the Parties shall not contravene any intellectual rights or property belonging to third parties.

1. Watson Wyatt’s fees shall not be dependent on the outcome of the awarded instruction.

2. Prices quoted by Watson Wyatt are based upon the currency exchange rates, salaries, prices and other price-determining factors in force at the time the quotation is issued. If, after the contract is concluded but before the contract has been completed, the salaries and/or prices change, then Watson Wyatt shall be entitled to adjust the agreed tariff accordingly, unless the Client and Watson Wyatt have made other arrangements about this. Prices quoted by Watson Wyatt are exclusive of (quasi-) government-imposed taxes, duties and surcharges, such as BTW [Dutch VAT].

3. Watson Wyatt’s fees, augmented if necessary by advance payments and expenses of any hired third parties, shall be invoiced to the Client either quarterly or after performance of the contract, unless the Client and Watson Wyatt have made some other arrangements about this. Turnover Tax will be invoiced separately on all sums due by the Client to Watson Wyatt.

1. Payment must be effected by the Client within the agreed period, and without deduction, retention or set-off, and in any event no later than fifteen days after the invoice date. Payment must be effected in Dutch currency by means of a transfer to a bank or giro account to be indicated by Watson Wyatt.

2. If a Client fails to pay an amount due by it completely and in full, in terms of the first paragraph of this Clause, it will be in default without any further requirement for Notice of Default and, without prejudice to Watson Wyatt’s other rights and remedies, shall be due statutory interest to Watson Wyatt on the due but unpaid invoice amount from the due date of the relevant invoice amount until payment is made in full.

3. All reasonably incurred judicial and extra-judicial (collection) costs, incurred by Watson Wyatt as a result of the Client’s failure to comply with its payment obligations, shall be payable by the Client.

4. Watson Wyatt shall be entitled at all times to demand from the Client that it (the Client) should immediately lodge (sufficient) security for payment, in such form as Watson Wyatt may determine. If the Client fails to lodge the required security, then Watson Wyatt shall be entitled, without prejudice to its other rights, immediately to suspend further performance of the contract, and all sums, of whatever nature, then due by the Client to Watson Wyatt shall then become immediately payable.

5. In the case of instructions given jointly, the Clients shall be jointly and severally liable for payment of the invoice amount insofar as the work has been carried out for the joint Clients.

1. Complaints in relation to the work carried out and/or the invoice amounts must be intimated in writing to Watson Wyatt within thirty days after the documents or information giving rise to the complaint have been sent out, or else within thirty days after the discovery of any fault if the Client demonstrates that it could not reasonably have discovered the fault any earlier. If the Client fails to observe the time limits stated in the foregoing sentence, its right to complain shall lapse.

2. Complaints as defined in the foregoing paragraph shall not suspend the Client’s payment obligations.

3. In the event of a justifiably intimated complaint, Watson Wyatt shall have the options of either amending the invoiced fee, or improving or redoing the rejected work at no further cost, or refraining from (any further) work on the contract subject to repayment of a proportionate part of any fees already paid by the Client.

1. If the Client is due to make an advance payment or if it has to provide required information and/or materials before the contract is carried out, then the period within which the work is to be completed will not commence until the payment is received in full or the information and/or materials have been provided in full.

2. Periods within which the work has to be completed will only be regarded as essential terms of the contract if this is explicitly agreed in writing. Watson Wyatt will not be in default merely on the expiry of any period which the Parties have not explicitly agreed to categorise as an essential term of the contract.

3. Unless continued performance of the contract becomes impossible, it may not be dissolved by the Client on the basis of expiry of any period, unless Watson Wyatt also fails to carry out the contract (or carry it out completely) within a reasonable period allocated to it in writing after expiry of the agreed period for delivery. Dissolution will then be permissible in accordance with Article 265, Book 6 of the Civil Code.

1. The Client and Watson Wyatt may terminate the contract at any time, subject to one month’s notice, unless otherwise agreed in writing. Watson Wyatt can immediately terminate the agreement prematurely at all times if the Client petitions for a suspension of payments or bankruptcy and/or the Client is granted a suspension of payments or declared bankrupt.

2. Termination must be intimated to the other contracting party in writing by registered letter. This notice of termination will state the ground(s) for the termination.

3. In case of premature termination by the Client or Watson Wyatt, the Client will pay Watson Wyatt the invoiced fee due to Watson Wyatt up to and including the end of the agreement, regardless of the ground for termination. No costs will be deducted from this fee, unless with explicit permission of Watson Wyatt.

1. Watson Wyatt shall not be liable for any losses the Client might sustain because Watson Wyatt has not performed a contract concluded with the Client on time, completely or properly, unless the losses are the result of intention or gross negligence on the part of one of Watson Wyatt’s partners or managing officials. All further liability on Watson Wyatt’s part is hereby excluded except and to the extent that the provisions of these General Terms and Conditions dictate otherwise. Watson Wyatt will also not be liable for damage resulting from force majeure.

2. In the event that any liability attaches to Watson Wyatt, such liability shall be restricted to twice the amount of fees invoiced to the Client for work involved in performing the relevant contract over a maximum period of twelve months prior to relevant work being completed, subject to the proviso that if, in the relevant case, any amount is paid out under Watson Wyatt’s liability insurance policy, Watson Wyatt’s liability shall at all times remain restricted to that amount paid out under the liability insurance policy, augmented by the self-insured amount that is not payable by the insurer under the relevant policy. Watson Wyatt’s liability shall be restricted to € 250,000 in all cases.

3. Any claims by the Client as defined above must be intimated in writing to Watson Wyatt within one year after the discovery of the losses but in any event within five years after the event from which the losses originate, in the absence of which all of the Client’s potential rights for compensation shall lapse. The Client shall be required to prove the existence and extent of the losses.

4. To the extent that any failure to comply with its contractual or statutory obligations on the part of the Client results in Watson Wyatt incurring liability to third parties, the Client hereby indemnifies Watson Wyatt against all consequences of such liability. The Client is liable for all losses, including commercial losses, costs and interest, which might be sustained by Watson Wyatt or third parties as a result of any shortcoming or unlawful action on the Client’s part.

5. The Client hereby indemnifies Watson Wyatt against all claims by third parties for all losses, of whatever nature, sustained by such third parties, for which Watson Wyatt is not liable in terms of these General Terms and Conditions.

6. Watson Wyatt shall not be liable for losses caused by any act or omission on the part of third parties hired by Watson Wyatt or the Client for the performance of the contract. Watson Wyatt shall be deemed to be authorised by the Client to accept, (also) on behalf of the Client, third parties’ restrictions on liability.

7. Pursuant to the Service Providers’ Identification Act, Watson Wyatt will not be authorised to commence the activities until the identification procedure as set out in the said Act has been completed. Watson Wyatt is obliged under and by virtue of statutory provisions - particularly, but not exclusively, the Service Providers’ Identification Act and the Reporting of Unusual Transactions Act - to make an immediate report of any unusual transaction carried out or contemplated in the course of performing instructions it receives to the Unusual Transactions Reporting Office. Watson Wyatt is obliged to keep any such report secret. Watson Wyatt is not liable for losses suffered by the Client as a result of Watson Wyatt applying the relevant provisions, regardless of whether such a report by Watson Wyatt, in retrospect and having regard to all the facts and circumstances, subsequently appears not to have been reasonably required. The Client hereby further indemnifies Watson Wyatt in respect of all third party claims that might ensue from Watson Wyatt’s application of the relevant provisions, regardless of whether any report made by Watson Wyatt, in retrospect and having regard to all the facts and circumstances, subsequently appears not to have been reasonably required.

Except where these General Terms and Conditions specify otherwise, rights to make claims and other powers of whatever nature available to the Client against Watson Wyatt in connection with the carrying out of work by Watson Wyatt shall in all cases lapse after one year from the date on which the Client becomes aware of or could reasonably be expected to be aware of the existence of those rights and powers.

1. The law of the Netherlands shall apply exclusively to all contracts between the Client and Watson Wyatt to which these General Terms and Conditions apply. The law of the Netherlands shall apply exclusively to all quotations issued by Watson Wyatt and all contracts concluded with Watson Wyatt.

2. In case of any difference in contents or interpretation between the Dutch version and the English version of these General Terms and Conditions, the Dutch version is binding.

3. All disputes arising from a contract concluded with Watson Wyatt or from a further contract resulting from such a contract shall be referred exclusively to the decision of the competent Court in Amsterdam.

4. Notwithstanding the terms of paragraph 3, the Client and Watson Wyatt may agree to place any disputes before a mutually appointed dispute committee or commission.

These General Terms and Conditions come into operation on 1 February 2007 and replace the general terms and conditions in force prior to that date.

Watson Wyatt B.V.
Prof. E.M. Meijerslaan 5
1183 AV Amstelveen
Postbus 75201
1070 AE Amsterdam

Offices also in Apeldoorn, Rotterdam, Eindhoven, Nieuwegein and Purmerend.

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