GENERAL TERMS AND CONDITIONS QUANTIFY GROUP BV

Ver. 1.0 dated March 01, 2025

Article 1 - Definitions
Quantify Group BV, established in The Hague, registered with the Dutch Chamber of Commerce under number 82482098, is referred to in these general terms and conditions as the service provider.
The counterparty of the service provider is referred to in these general terms and conditions as the client.
The parties are the service provider and the client together.
The agreement (quotation) refers to the service agreement between the parties.

Article 2 - Applicability of the general terms and conditions
These terms and conditions apply to all quotations, offers, activities, agreements, and deliveries of services or goods by or on behalf of the service provider.
Deviation from these terms is only possible if explicitly and in writing agreed upon by the parties.

Article 3 - Payment
Invoices must be paid within 14 days of the invoice date unless the parties have made other written agreements or another payment term is stated on the invoice.
Payments shall be made without any right of suspension or set-off by transferring the due amount to the bank account specified by the service provider.
If the client fails to pay an invoice within the agreed period, they are in default by operation of law, without the need for any reminder. From that moment, the service provider is entitled to suspend obligations until the client has fulfilled their payment obligations.
If the client remains in default, the service provider will proceed with collection. The costs related to this collection shall be borne by the client.
When the client is in default, they owe, in addition to the principal sum, statutory (commercial) interest, extrajudicial collection costs, and other damages to the service provider. The collection costs are calculated based on the Decree on Compensation for Extrajudicial Collection Costs.

If the client is in default, they shall owe the service provider, in addition to the principal amount, statutory (commercial) interest, extrajudicial collection costs, and any other damages. The collection costs are calculated based on the Decree on Compensation for Extrajudicial Collection Costs.
In the event of liquidation, bankruptcy, seizure, or suspension of payment of the client, all claims of the service provider against the client shall become immediately due and payable.
If the client refuses to cooperate in the execution of the assignment by the service provider, they are still obligated to pay the agreed price to the service provider.
The customer is at all times liable for payment, in accordance with the agreement and/or quotation. The invoice must be paid within the agreed payment term. This is also the case if the payment of a promised subsidy amount has not yet been made to the client.

Article 3.1 - Collection Process
In principle, all invoices are processed via direct debit. By signing the agreement (quotation), the client agrees to the direct debit procedure. The client provides a continuous SEPA Business Direct Debit authorisation via a designated form. The due amounts will then be automatically collected.
The agreement (quotation) regulates the invoice amount, instalment terms with corresponding amounts, and the start and end date of the direct debit.
The direct debit is processed through the house bank of Quantify Group BV: ING Bank. The direct debit ID of Quantify is: NL75 ZZZ 824820980000.
If a direct debit is unjustly withdrawn from the client’s account, according to the client, they can reverse the amount within a 56-day period. The client must first contact the service provider to discuss this.

Article 4 - Offers and Quotations
The service provider’s offers are valid for a maximum of one month unless the offer states a different acceptance period. If the offer is not accepted within the stated period, it expires.
Delivery times mentioned in quotations are indicative and do not entitle the client to cancellation or compensation if exceeded unless the parties have expressly agreed otherwise in writing.
Offers and quotations do not automatically apply to subsequent orders. The parties must expressly and in writing agree on such an extension.

Article 5 - Prices
The prices stated in offers, quotations, and invoices from the service provider are exclusive of VAT and any other government levies unless explicitly stated otherwise.
The pricing of services is based on the cost prices known at the time. Any unforeseen cost increases that the service provider could not anticipate when making the offer or establishing the agreement may lead to price adjustments.
For services, the parties may agree on a fixed price when entering into the agreement.
If no fixed price has been agreed upon, the fee for the services may be determined based on the actual hours worked. The rate is calculated according to the usual hourly rates of the service provider, applicable for the period in which the work is performed, unless a different hourly rate has been agreed upon.
If no fee based on actual hours worked has been agreed upon, a target price will be set for the services. The service provider is entitled to deviate from this price by up to 10%. If the final cost exceeds the target price by more than 10%, the service provider must inform the client in a timely manner of the justification for the higher price. In such a case, the client has the right to cancel part of the assignment that exceeds the target price plus 10%.

Article 6 - Price Indexation
The prices and hourly rates agreed upon at the commencement of the agreement are based on the price level applicable at that time. The service provider has the right to adjust the fees charged to the client annually as of January 1.
The adjusted prices, rates, and hourly wages will be communicated to the client as soon as possible.

Article 7 - Provision of information by the Client
The client shall make all information relevant to the execution of the assignment available to the service provider.
The client is required to provide all data and documents that the service provider deems necessary for the proper execution of the assignment in a timely manner, in the required format, and in the desired manner.
The client guarantees the accuracy, completeness, and reliability of the data and documents made available to the service provider, even if they originate from third parties, unless the nature of the assignment dictates otherwise.
The client indemnifies the service provider against any damage of any kind resulting from non-compliance with the provisions of the first paragraph of this article.
If requested by the client, the service provider will return the relevant documents.
If the client fails to provide the requested data and documents on time or in the correct manner, and the execution of the assignment is thereby delayed, any additional costs and extra fees resulting from this shall be borne by the client.

Article 8 - Withdrawal of assignment
The client is free to terminate the assignment with the service provider at any time.
If the client withdraws the assignment, they are obliged to pay the service provider the agreed compensation for the work performed and the incurred costs.

Article 9 - Execution of the agreement
The service provider shall execute the agreement to the best of their knowledge and ability and in accordance with the standards of good craftsmanship.
The service provider has the right to engage third parties to perform work.
The execution of the agreement shall take place in mutual consultation and after written approval and payment of any agreed-upon advance.
It is the client's responsibility to ensure that the service provider can commence the assignment on time.

Article 10 - Contract duration of the assignment
The agreement between the client and the service provider is entered into for an indefinite period unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
If the parties have agreed upon a deadline for the completion of specific tasks during the term of the agreement, this shall never be considered a strict deadline. If this deadline is exceeded, the client must issue a written notice of default to the service provider.

Article 11 - Amendment of the agreement
If, during the execution of the agreement, it becomes apparent that proper execution of the assignment requires changes or additions to the work to be performed, the parties shall timely adjust the agreement accordingly in mutual consultation.
If the parties agree to amend or supplement the agreement, this may affect the completion date. The service provider shall inform the client of this as soon as possible.
If the amendment or addition to the agreement has financial and/or qualitative consequences, the service provider shall inform the client in writing as soon as possible.
If the parties have agreed on a fixed fee, the service provider shall indicate to what extent the amendment or addition to the agreement will increase this fee.

Article 12 - Force majeure
In addition to the provisions of Article 6:75 of the Dutch Civil Code, any failure by the service provider to fulfil any obligation towards the client cannot be attributed to the service provider if such failure is the result of a circumstance beyond the control of the service provider, which wholly or partially prevents the fulfilment of its obligations towards the client, or which makes the fulfilment of its obligations reasonably impossible. Such circumstances include but are not limited to, failures of suppliers or other third parties, power outages, computer viruses, strikes, severe weather conditions, and work interruptions.
If such a situation occurs, preventing the service provider from fulfilling its obligations to the client, these obligations shall be suspended for as long as the service provider is unable to meet them. If the situation referred to in the previous sentence lasts for 30 calendar days, the parties have the right to terminate the agreement in whole or in part by written notice.
In the case referred to in the second paragraph of this article, the service provider is not obligated to compensate for any damages, even if the service provider benefits in any way from the force majeure situation.

Article 13 - Setoff
The client waives the right to offset any debt owed to the service provider against any claim the client may have against the service provider.

Article 14 - Suspension
The client waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 15 - Transfer of rights
Rights arising from this agreement may not be transferred by either party without the prior written consent of the other party. This provision constitutes a property law stipulation as referred to in Article 3:83(2) of the Dutch Civil Code.

Article 16 - Expiry of claims
Any right to compensation for damages caused by the service provider shall in any case expire 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 17 - Nature of the agreement
The parties have entered into an agreement of a service-providing nature.

Article 18 - Insurance
The client is obligated to adequately insure and keep insured all items necessary for the execution of the underlying agreement, as well as any items belonging to the service provider that are present at the client’s premises, and any items delivered under retention of title, against risks such as fire, explosion, water damage, and theft.
The client shall provide the policy of these insurances for inspection upon first request.

Article 19 - Liability for damages
The service provider is not liable for damages arising from this agreement unless the service provider has caused the damage intentionally or through gross negligence.
If the service provider is liable for damages to the client, the compensation shall not exceed the agreed fee.
Any liability for damages arising from or related to the execution of an agreement is always limited to the amount paid out under the applicable professional liability insurance(s) for the relevant case. This amount shall be increased by the deductible applicable under the respective policy.
The limitation of liability also applies if the service provider is held liable for damages resulting directly or indirectly from the malfunctioning of equipment, software, data files, registers, or other materials used by the service provider in the execution of the assignment.
The service provider's liability for damages resulting from intent or deliberate recklessness by the service provider, its executives, or subordinates is not excluded.

Article 20 - Liability of the client
If an assignment is given by more than one person, each of them shall be jointly and severally liable for the amounts owed to the service provider under that assignment.
If an assignment is given directly or indirectly by a natural person on behalf of a legal entity, this natural person may also be considered a private client. This applies if the natural person can be regarded as a (co-)policymaker of the legal entity.
In the event of non-payment by the legal entity, the natural person shall be personally liable for the payment of the invoice, regardless of whether it was issued in the name of the legal entity or in the name of the natural person, or both, whether at the client’s request or otherwise.

Article 21 - Indemnification
The client indemnifies the service provider against all claims from third parties related to the goods and/or services delivered by the service provider.

Article 22 - Obligation to Report Complaints
The client is required to report complaints about the work performed immediately and in writing to the service provider. The complaint must include as detailed a description as possible of the shortcoming, allowing the service provider to respond adequately.
A complaint shall not, under any circumstances, result in the service provider being obligated to perform any work other than what was originally agreed upon.

Article 23 - Retention of title, right of suspension, and right of retention
Items and parts delivered and present at the client’s location remain the property of the service provider until the client has paid the full agreed price. Until that time, the service provider may invoke its retention of title and reclaim the items.
If the agreed-upon advance payments are not made or not made on time, the service provider has the right to suspend work until the agreed-upon payment is received. In such a case, the client is in creditor’s default. A delayed delivery due to this reason cannot be held against the service provider.
The service provider is not entitled to pledge or otherwise encumber items that are subject to its retention of title.
If items have not yet been delivered, but the agreed advance payment or price has not been paid according to the agreement, the service provider has the right of retention. This means the item will not be delivered until the client has fully paid in accordance with the agreement.
In the event of liquidation, insolvency, or suspension of payment by the client, all obligations of the client become immediately due and payable.

Article 24 - Intellectual property
Unless otherwise agreed in writing, the service provider retains all exclusive intellectual property rights (including copyright, patent rights, trademark rights, design rights, etc.) on all designs, drawings, documents, data carriers, offers, images, sketches, models, mock-ups, etc.
The aforementioned intellectual property rights may not be copied, shown, or made available to third parties, or used in any other way without the written consent of the service provider.
The client is obligated to maintain the confidentiality of confidential information provided by the service provider.
Confidential information includes, at a minimum, all information covered by this article, as well as business data.
The client is required to impose a written confidentiality obligation on their employees and/or third parties involved in the execution of this agreement, ensuring compliance with this provision.

Article 25 - Confidentiality
The client shall keep confidential all information (in any form) received from the service provider, as well as any other information concerning the service provider that the client knows or can reasonably suspect to be secret or confidential, or information that could reasonably be expected to cause harm to the service provider if disclosed. The client shall take all necessary measures to ensure that this information remains confidential.
The confidentiality obligation described in the first paragraph of this article does not apply to information:

  • that was already public at the time the client received it or has subsequently become public without a breach of confidentiality by the client;

  • that the client can prove was already in their possession at the time it was provided by the service provider;

  • that was received from a third party who was authorised to disclose it to the client;

  • that must be disclosed by the client due to a legal obligation.

The confidentiality obligation described in this article remains in effect for the duration of this agreement and for a period of three years after its termination.

Article 26 - Penalty for breach of confidentiality
If the client violates the confidentiality provisions of these general terms and conditions, they shall immediately owe the service provider a penalty of €5,000 for each violation, plus an additional €500 for each day that the violation continues. This penalty applies regardless of whether the violation can be attributed to the client. Moreover, this penalty is due without any prior notice of default or legal proceedings. The existence of damages is not required for the penalty to be imposed.
The imposition of the penalty described in the first paragraph of this article does not affect the service provider's other rights, including the right to claim additional compensation for damages.

Article 27 - Non-solicitation of employees
The client shall not hire employees of the service provider (or of companies engaged by the service provider for the execution of this agreement and who have been involved in its execution). The client shall also not otherwise directly or indirectly engage them to work for them.
The restriction in paragraph 1 applies for the duration of the agreement and for one year after its termination. There is one exception to this restriction: the parties may, in good business consultation, agree otherwise. Such agreements shall only be valid if recorded in writing.

Article 28 - Amendment of general terms and conditions
The service provider may amend or supplement these general terms and conditions at any time.
Minor changes may be implemented at any time.
For major substantive changes, the service provider shall, as far as possible, discuss them with the client in advance.

Article 29 - Governing law and jurisdiction
All agreements between the parties are exclusively governed by Dutch law.
The Dutch court in the district where the service provider is established/practices/has an office shall have exclusive jurisdiction to hear any disputes between the parties unless mandatory law prescribes otherwise.