General terms and conditions Advado B.V.

Article 1

1. These general terms and conditions apply to all offers from ADVADO, and to all orders and additional or follow-up orders given to ADVADO, as well as to the legal relationships arising from or related to them.
2. These general terms and conditions have also been stipulated for the benefit of those (legal) persons and third parties who are or have been directly or indirectly involved in the services of ADVADO in any way, and are used in advance as a third-party clause by ADVADO for and on behalf of those ( legal) persons and third parties accepted on the basis of Article 6:253 of the Dutch Civil Code, both for the defenses referred to in Article 6:257 of the Dutch Civil Code and otherwise.
3. All assignments, either directly to ADVADO or to individual (indirect) shareholders, directors and employees, are exclusively accepted and performed by ADVADO. ADVADO can only be represented in this by its director(s). 4. General terms and conditions of the client, under whatever name, do not apply to the agreement with ADVADO, not even if the client is the first referrer under article 6:225 paragraph 3 of the Dutch Civil Code.

Article 2

1. Dutch law applies, with the exclusion of the provisions of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code, even if it is expressly or tacitly intended that the assignment will be performed by a specific person.
2. The other party of ADVADO waives the right to personally address individual professionals who work at or for ADVADO or affiliated with ADVADO by issuing the order, which ADVADO will use in advance as a third-party clause for and on behalf of those persons. accepted.
3. The applicability of general terms and conditions of the other party of ADVADO is expressly rejected. Signature or (tacit) acceptance by ADVADO B.V. documents of the Client to which such general terms and conditions have been declared applicable (for example, pre-printed on letterhead) shall never be regarded as acceptance thereof. 4. Clauses and agreements deviating from these terms and conditions are only legally valid if they have been agreed in writing by ADVADO B.V. have been confirmed, and such deviations can only be proven in writing by the other party.

Article 3

1. In the context of these general terms and conditions, the Other Party or Client is any natural or legal person who uses the services of ADVADO B.V. uses, requests a quote or to whom a quote has been made.
2. All offers from ADVADO are without obligation and can be revoked within two working days after acceptance, unless the offer expressly states otherwise in writing.

Article 4

1. Unless otherwise indicated by ADVADO, all prices and rates given by ADVADO are in Euro and are exclusive of turnover tax (VAT) and other levies imposed by the government.
2. An interim change in statutory levies and/or change or indexation of the level of wages and costs will be passed on by ADVADO to the Client. Indexation of the level of wages and costs always means an adjustment in accordance with the most recent price index of the Collective Labor Agreement for wages for business services published by Statistics Netherlands.
3. In the case of the provision of services, invoicing will take place monthly in arrears based on subsequent calculation, taking into account the applicable rates of ADVADO.
4. All invoices will be paid by the Client in accordance with the payment conditions stated on the invoice or otherwise agreed upon in writing. In the absence of specific conditions, the Client must pay within 14 (fourteen) days after the invoice date. The Client is not entitled to any compensation, discount or set-off, nor to suspension within the meaning of Article 6:52 or 6:262 of the Dutch Civil Code. ADVADO is entitled to allocate any payment by the Client to principal, interest and costs in the manner to be determined by ADVADO, even if the Client has stated a different allocation or description with its payment.
5. Complaints about invoices must be submitted in writing to ADVADO within two weeks of the invoice date, failing which the right to protest against this will lapse, partly in view of the provisions of Section 6:89 of the Dutch Civil Code.
6. If an invoice from ADVADO is not paid within the term stated above, the Client will be in default by operation of law, and the Client will owe ADVADO an interest of 1.5% per elapsed calendar month or part on the outstanding invoice amount with effect from the invoice date. thereof, without any notice of default being required.
7. All costs incurred by ADVADO for extrajudicial and judicial collection will be borne by the Client. The costs of extrajudicial collection are fixed between the parties at the amount calculated in accordance with the system of the Decree on compensation for extrajudicial collection costs, and are owed by the Client as soon as ADVADO proceeds to extrajudicial collection after expiry of the payment term. The costs of judicial recovery are fixed at the amount charged to ADVADO by any attorney or lawyer, whereby ADVADO’s administration provides compelling evidence towards the Client of the existence and extent of those judicial costs. The liquidated legal costs determined by the court are included in what the Client owes ADVADO under this paragraph. In accordance with this paragraph, the judicial costs are also owed by the Client to ADVADO if the court does not pronounce an order for costs against the Client, or if these are pronounced at the expense of ADVADO.

Article 5

The parties are obliged towards each other to observe secrecy with regard to all information and data they receive from each other, without prejudice to the fulfillment of a legal obligation to disclose that information and/or data. The parties are therefore not permitted in any way, directly or indirectly, to disclose or have made available to a third party information and/or data relating to the other party without prior express permission. Information and data will in any case be considered confidential if designated as such by one of the parties.

The duty of confidentiality ends one year after termination of the agreement, unless otherwise agreed.

Article 6

1. Every quotation from ADVADO is based on the information provided by the Client to ADVADO or otherwise made public by the Client. The Client guarantees that all data and information that may be useful and necessary for the execution of the agreement have been or will be provided in a timely manner, that they are correct and complete and that their provision to and use by ADVADO is subsequently subject to the agreement with the Client does not infringe the (property, personality or privacy) rights of third parties.
2. The Client guarantees the timely and sufficient availability of employees of the Client’s own organization who are or will be involved in the activities of ADVADO. If ADVADO requests this, the Client will provide ADVADO with its own workspace with telephone connection and fax and/or data network connection at its location(s) free of charge.
3. The client undertakes to (continue to) provide ADVADO in a timely manner with all data or information that is useful and necessary for the proper execution of the agreement in the form indicated by ADVADO, and furthermore to (continue to) provide all cooperation requested by ADVADO, failing of which the Client will be in default of creditors without further notice of default vis-à-vis ADVADO.
4. If information necessary for the execution of the agreement is not available to ADVADO, not in time or not in accordance with the agreements, or if the Client does not fulfill its obligations in any other way, ADVADO has the right to suspend the execution of the agreement regarding and ADVADO has the right – insofar as the nature of the shortcoming of the Client justifies this – to charge the costs incurred as a result and hours worked not realized according to its usual rates, without prejudice to all other rights accruing to ADVADO by law.

Article 7

1. As a rule, the agreement with the Client is entered into for a definite period of time, and is then effective from the date on which the first performance by ADVADO takes place for an initial period of three years from the next year, unless otherwise specified in writing. term has been agreed.
2. After the end of the initial period, the agreement for a definite period is tacitly renewed each time for a period of one year, unless the Client or ADVADO has terminated the agreement in writing by registered post, with due observance of a notice period of three months before the end of the contract. relevant period.
3. If, contrary to the first paragraph, an agreement between the Client and ADVADO is expressly entered into for an indefinite period of time, it can be terminated by either party after proper business consultation and stating reasons by written notice of termination by registered letter, with due observance of a notice period of three months, towards the end of any calendar month.
4. In the event of regular termination due to the termination of the agreement as such, the parties will never be obliged to pay any compensation to the other party.

Article 8

1. Neither party is obliged to fulfill any obligation towards the other party if it is prevented from doing so as a result of force majeure. Force majeure also includes a shortcoming on the part of ADVADO’s suppliers, as well as, but not limited to, disability of the contractor and/or persons working for the contractor.
2. During force majeure, ADVADO’s obligations are suspended, and any shortcoming in the fulfillment is not attributable to ADVADO.
3. If the period in which fulfillment of the obligations by ADVADO is not possible due to force majeure lasts longer than two months, and ADVADO invokes force majeure, ADVADO is authorized to dissolve the agreement without there being any obligation to pay compensation in that case.
4. If ADVADO has already partially fulfilled its obligations or can still partially fulfill its obligations when the force majeure occurs, it is entitled to invoice the part already performed or executable separately, and the client is obliged to pay this invoice.

Article 9

If ADVADO has performed activities, other performances or deliveries at the request or with the prior consent of the Client that fall outside the content or scope of what has been agreed, these activities, performances or deliveries will be reimbursed by the Client to ADVADO in accordance with the usual rates of ADVADO. However, ADVADO is not obliged to comply with such a request and may require that a separate written agreement be concluded for this purpose. In the event that ADVADO B.V. has commenced the performance of the aforementioned activities, performances and/or deliveries and if it appears that the assignment for this purpose has not been issued for authorized employees of the Client, the Client nevertheless remains obliged to pay ADVADO the fees associated with these activities, performances and/or deliveries. comply. In such a case ADVADO will suspend or discontinue these activities, performances and/or deliveries at the first instruction of the Client.

Article 10

1. ADVADO is entitled to engage third parties, whether or not on behalf of and each time at the expense of the Client, in the performance of the assignment, whereby ADVADO will exercise due care. Orders given to ADVADO also include the authority to accept a limitation of liability stipulated by a third party on behalf of the Client.
2. ADVADO is only liable for any shortcomings of third parties engaged in connection with the execution of the assignment if and insofar as the damage suffered as a result thereof can be recovered from this third party in concrete terms.

Article 11

1. ADVADO B.V. puts the contents of the assignment in writing on the basis of data collected during conversations with the client.
2. ADVADO is only obliged to perform the assignment if the cooperation agreement or another document in which or on the basis of which the activities are determined has been duly signed by the Client and after an agreed advance payment or other form of security has been received by ADVADO.
3. ADVADO will always only be subject to a best efforts obligation, and ADVADO therefore never guarantees any result of the assignment, nor does it have to guarantee this in any other way.

Article 12

1. ADVADO has the right to terminate the agreement with the Client in whole or in part if the Client fails to fulfill its obligations under the agreement, and the Client has not remedied the shortcoming after notice of default has been given by ADVADP within the term set by ADVADO for this. It is not required that the shortcoming is also attributable.
2. ADVADO has the right to terminate the agreement in whole or in part without notice of default if:
3. a) there is (an application for) (i) bankruptcy, (ii) suspension of payments, (iii) (partial) liquidation or (iv) placing under guardianship of the Client or of the (legal) person who assumes the obligations of The Client has acted as guarantor or has provided security, or any (other) measure as stated in Annex A to EU Regulation 2015/848 of 20 May 2015 is applied with regard to (one of) them, and/or
   b) the Client transfers (parts of) its business or control thereof in whole or in part, discontinues its business in whole or in part or discontinues its business operations in whole or in part and/or
   c) a prejudgment or enforcement attachment is levied on the Client, and/or
   d) ADVADO has good reasons to fear that the Client will not (or cannot) fulfill its obligations under the Agreement.
4. All claims that ADVADO may have or acquire against the Client in or arising from the situations referred to in paragraph 2 above, will be immediately due and payable in full.
5. The Client is obliged to provide the (further) securities at ADVADO’s first request as additional security for the (remaining) fulfillment of the Client’s obligations towards ADVADO, which are designated by ADVADO, including but not limited to: bank guarantee, group guarantee , right of pledge on movable property and/or claims, right of mortgage, transfer of conditional ownership, and combinations thereof.

Article 13

The liability of ADVADO is limited to the amount paid out by the professional liability insurance taken out, increased by the deductible. If, for whatever reason, the professional liability insurance does not give entitlement to payment, any liability is limited in any case to a maximum amount of € 5,000. Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, any claim for compensation against ADVADO lapses if the claim has not been brought before the competent authority within six months after the facts on which the claim is based were known or could reasonably have been known to the Client. .

Article 14

ADVADO reserves all industrial and intellectual property rights that have been developed by or on behalf of ADVADO during the execution of the assignment, or which were previously developed by or on behalf of ADVADO. The assignment given to ADVADO does not (also) relate to the creation of works protected by such property rights, and ADVADO’s wages therefore do not include any compensation for this.

Article 15

1. The client accepts that ADVADO is obliged under the Money Laundering and TerroristFinancing (Prevention) Act (hereinafter: “Wwft”) to report unusual transactions to theappropriate authorities.
2. The client is aware that ADVADO may be obliged under the Wwft to identify the clientand verify the identification. The client must always provide full cooperation in the mannerprescribed in the Wwft. ADVADO will record and store the required data in accordance withthe Wwft.
3. The client accepts that the information obligation under the Wwft prevails overADVADO’s obligation of confidentiality.

Article 16

All disputes, including those that are only considered as such by one of the parties, will be settled by the Gelderland District Court. Client undertakes towards ADVADO not to contest this choice of forum in law, on pain of being obliged to reimburse all ensuing costs for ADVADO, including those of legal assistance, court fees, arbitration costs, execution costs, etc., also insofar as they exceed those awarded in any dispute. litigation fees and / or exceeding the litigation costs to be liquidated according to the usual rates.

Geldermalsen, December 1, 2023