General terms and conditions BE Digital B.V.

This is an English courtesy translation. If there is any difference between this text and the Dutch version, the Dutch version prevails.

Article 1: Definitions

1.1 “Client”: any (legal) person who has entered into, or wishes to enter into, an agreement with BE Digital B.V., as well as its representative(s), authorised agent(s), successor(s) in title and heirs.

1.2 “Contractor”: BE Digital B.V., a private limited company established in Amsterdam with its office address at Hendrik Figeeweg 3G-18, 2031BJ, Haarlem, registered in the commercial register of the Chamber of Commerce under number: 81770391.

Article 2: Applicability

2.1 These general terms and conditions apply to all quotes and agreements relating to services offered by the Contractor.

2.2 These terms and conditions also apply to all agreements for the performance of which the Contractor engages third parties.

2.3 The applicability of any general terms and conditions used by the Client is expressly rejected.

2.4 The Contractor has the right to amend these general terms and conditions unilaterally. Amendments also apply to agreements that have already been concluded. Amendments will be communicated to the Client in writing or by email and take effect thirty (30) days after notification, unless another date is specified in the notification. Following a unilateral amendment of the general terms and conditions and/or agreement, the Client has the right to terminate its agreement with the Contractor with immediate effect.

2.5 If any provision of the agreement or the general terms and conditions proves to be void, this does not affect the validity of the agreement as a whole. In that case, the Contractor has the right to replace it with a provision, not unreasonably onerous for the Client, that comes as close as possible to the void provision.

Article 3: Quotes

3.1 All quotes from the Contractor are without obligation, unless – and then only to the extent that – the Contractor has stated otherwise in writing.

3.2 All quotes are valid for four weeks, unless otherwise indicated. The Contractor is only bound by the quote if the Client confirms acceptance in writing (including by email) within four weeks. If acceptance takes place after four weeks, the Contractor has the right to adjust the delivery period or amended amounts. The prices in the quotes mentioned are exclusive of VAT, unless otherwise indicated. The prices applied are reviewed periodically (in principle on 1 January and/or 1 July) based on wage and price developments.

Article 4: Additional work

4.1 The Contractor has the right to adjust the price for the services it provides in the event of changes to the approved project proposal or quote, including with regard to the set-up, functionality, content, method, scope, analysis and/or reporting that take place in consultation with or at the request of the Client.

4.2 The Contractor has the right to charge for additional extras, work, tests, meetings and/or implementations that take place at the request of the Client.

Article 5: Performance

5.1 The Contractor will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. The Contractor will make an effort to carry out the work properly. However, the Contractor cannot guarantee that the work will always achieve the result desired by the Client. If the information required for the performance of the agreement has not been provided to the Contractor in good time, the Contractor is entitled to suspend performance of the agreement, without prejudice to the Contractor's other rights.

5.2 The Contractor has the right to have certain work carried out by third parties.

5.3 The Client shall ensure that all information that the Contractor indicates is necessary, or that the Client should reasonably understand to be necessary for the performance of the agreement, is provided to the Contractor in good time. If the information required for the performance of the agreement has not been provided to the Contractor in good time, the Contractor has the right to suspend performance of the agreement and/or to charge the Client for the additional costs resulting from the delay at the usual rates.

5.4 If it has been agreed that the agreement will be performed in phases, the Contractor may suspend performance of the parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing and/or has paid for them.

Article 6: Completion

6.1 If a period has been agreed for the completion of certain work within the term of the agreement, this is only an indicative period and never a strict deadline.

6.2 If the Contractor expects not to meet a deadline, the Contractor will inform the Client as soon as possible.

Article 7: Reporting

7.1 Reporting takes place in accordance with the project proposal, quote or agreement. If no method of reporting is specified in the research design or agreement, reporting will be in Dutch and in accordance with the standards of good workmanship. If no reporting medium has been agreed, the Contractor determines the medium to be used.

Article 8: Amendment

8.1 If it becomes apparent during the performance of the agreement that, for proper performance, the work to be carried out needs to be amended or supplemented, the parties will adjust the agreement accordingly, in good time and in consultation.

8.2 If the amendments or additions to the agreement have financial and/or qualitative consequences, the Contractor is entitled to charge the costs of these to the Client. The Contractor will inform the Client of this in advance.

8.3 If a fixed fee has been agreed, the Contractor will indicate the extent to which the amendment or addition to the agreement results in this fee being exceeded.

8.4 Notwithstanding paragraph 2, the Contractor may not charge additional costs if the amendment or addition is the result of circumstances attributable to the Contractor

Article 9: Confidentiality

9.1 During the term of the agreement, and for 5 years after its termination, the parties are obliged to keep confidential all confidential information that they have obtained from each other or from another source in connection with any agreement, regardless of whether it is written or oral in nature and regardless of who it originates from. Information is regarded as confidential if the other party has communicated it as such or if this follows from the nature of the information.

9.2 During the term of the agreement, and for five years after its termination, both parties shall refrain from making negative statements about each other. This prohibition applies regardless of the form of the statement(s) and therefore applies to, among other things, oral, written or electronic statements, including statements on the internet or via (social) media.

9.3 In the event of a breach of article 9.1 or article 9.2, the party in breach forfeits to the other party an immediately payable penalty of € 50,000 (in words: fifty thousand euros) for each breach, as well as an amount of € 1,000 (in words: one thousand euros) for each day that the breach continues. The penalty will be due by the mere fact of the breach, without any notice of default or other prior declaration within the meaning of art. 6:80 et seq. of the Dutch Civil Code being required, and applies without prejudice to any other rights and/or remedies, including the right to statutory damages.

9.4 The provisions of the other paragraphs do not affect the Contractor's right to mention the name of the client, together with a brief description of the work, to (potential) other clients as a reference. The Client agrees that the Contractor may mention the client's name and any logo on its website and in other promotional material as a reference.

Article 10: Exclusivity

10.1 For the duration of the agreement, and subject to the provisions of the agreement, the Client grants the Contractor the exclusive right to fulfil the assigned task.

Article 11: Intellectual property

11.1 All copyrights and other intellectual property rights relating to the services provided by the Contractor, developed software, code, AI prompts, workflows, databases, API architecture, documentation and systems rest with the Contractor, unless agreed otherwise in writing. The Client acknowledges these rights and shall refrain from any infringement thereof.

11.2 All documents and assets provided by the Contractor, such as (digital) reports, monitors, checklists, advice, templates, sales guides, designs, sketches, software, applications, introduction pages etc., are intended exclusively for use by the Client for the agreed purpose. The Client is not permitted to reproduce, sell, modify or make them available to third parties without written permission.

11.3 The Contractor retains the right to use the knowledge, frameworks and reusable modules gained in carrying out the work for other purposes, provided that no confidential information of the Client is disclosed to third parties in doing so.

11.4 The Client indemnifies the Contractor against all third-party claims in respect of intellectual property rights relating to the publication of the materials provided to it by or on behalf of the Client.

Article 12: Privacy and Incident Response

12.1 If the Contractor processes personal data on behalf of the Client, the Contractor qualifies as a “processor” and the Client as a “controller” in accordance with the GDPR.

12.2 The Client warrants that personal data is processed lawfully and indemnifies the Contractor against all claims and damage in connection with this processing.

12.3 Responsibility for compliance with statutory obligations (such as access, correction and deletion) rests entirely with the Client. The Contractor will cooperate where technically possible, the costs of which will be borne by the Client.

12.4 The Contractor will take appropriate technical and organisational measures to secure personal data and will act in accordance with the Client's instructions.

12.5 The parties will inform each other without delay of a security incident or suspected data breach. The Client remains responsible for any statutory notification obligations towards supervisory authorities or data subjects.

12.6 Costs arising from forensic investigation, the deployment of external cybersecurity specialists or recovery work in the event of an incident may be passed on to the Client in addition.

12.7 Unless storage is mandatory, upon termination of the agreement the Contractor will destroy the personal data or return it to the Client

Article 13: Contract term, termination or amendment

13.1 The agreement is entered into for an indefinite period unless the parties have expressly agreed otherwise in writing. The parties may terminate or amend the agreement in writing during its term, subject to a notice period of one (1) month. In the event of early termination by the Client, the Contractor is entitled to charge cancellation costs.

13.2 A fixed-term agreement cannot be terminated early.

13.3 After expiry, a fixed-term agreement is automatically renewed each time for the same period, unless terminated in writing before the end of the contract term, subject to a notice period of 1 month.

13.4 The parties have the right to terminate the agreement with immediate effect if the other party has been declared bankrupt, has been granted a suspension of payments, or is in default in the performance of its obligations.

Article 14: Fee

14.1 All prices and cost estimates are exclusive of VAT, unless stated otherwise.

14.2 If no fixed fee is agreed, the fee will be determined on the basis of hours actually spent at the usual hourly rates.

14.3 Prices are based on the factors applicable at the time of the agreement. In the event of changes in price-determining factors (such as wages, charges passed on by third parties, etc.), the Contractor has the right to adjust the prices.

Article 15: Payment term and conditions

15.1 Payment must be made within 14 days of the invoice date.

15.2 After this period has expired, the Client is in default by operation of law and interest of 1% per month is payable, or the statutory (commercial) interest if this is higher.

15.3 For website and software projects, a mandatory advance payment of 50% applies, unless agreed otherwise in writing. The remaining 50% is payable after delivery or commissioning.

15.4 In the event of liquidation, bankruptcy or suspension of payments, all claims are immediately due and payable.

15.5 If the Client is in default, all reasonable costs of obtaining payment, both judicial and extrajudicial, are for the account of the Client.

15.6 The Contractor is entitled to suspend work and access to systems in the event of non-payment.

Article 16: Liability

16.1 Any liability of the Contractor is limited to the invoice value of the work (excluding VAT) to which the liability relates, with a maximum of 6 months' invoice value for ongoing contracts.

16.2 The Contractor is under no circumstances liable for indirect damage, consequential damage, loss of revenue, loss of profit, reputational damage, loss of data, damage caused by cybercrime (including hacks, ransomware, phishing, DDoS attacks and zero-day exploits), or damage caused by auxiliary persons or third parties (including cloud providers).

16.3 Damage must be reported in writing within 30 days of its occurrence, on pain of forfeiture of any claim.

16.4 The exclusions in this article do not apply in the event of intent or deliberate recklessness on the part of the Contractor.

16.5 The Client indemnifies the Contractor against third-party claims in connection with the performance of the agreement.

Article 17: Force majeure and Cyber force majeure

17.1 The Contractor is not liable in the event of force majeure. This includes: cyberattacks, ransomware, hacking incidents, internet outages, cloud outages (including AWS, Vercel and Supabase outages), DDoS attacks, failure of third parties, strikes, natural disasters and government measures.

17.2 In the event of force majeure, the Contractor is entitled to suspend
the agreement or dissolve it (in part) without being liable for damages.

Article 18: Digital marketing and advertising

18.1 SEO work is limited to findability in Google Netherlands. Results are not immediately visible and the Contractor has only a best-efforts obligation in this respect.

18.2 Estimates provided for SEA and click prices are indicative.

18.3 Advertising budgets must be paid in advance and cannot be refunded.

18.4 The Contractor is not liable for errors or changes in the policies of third parties such as Google, Meta or other advertising platforms.

Article 19: Cybersecurity and digital security

19.1 The Contractor will take reasonable security measures in line with market standards and in accordance with the state of the art (“state of the art”).

19.2 The Contractor expressly does not guarantee that systems, software, APIs, databases, cloud environments or websites are completely free of security risks, hacks, malware, ransomware, phishing, DDoS attacks, zero-day exploits or other forms of cybercrime.

19.3 The Client remains fully responsible for its own internal security policy, including: secure password management, enforcing MFA (Multi-Factor Authentication), user management, phishing prevention, internal IT security, management of its own devices and secure management of its own API keys.

Article 20: AI systems and automated output

20.1 If the Contractor uses AI systems, LLMs or automated workflows, the Client acknowledges that AI-generated output may contain errors or inaccuracies (so-called “hallucinations”).

20.2 AI-generated output is indicative only and must always be checked and validated by the Client before it is put into use.

20.3 The Contractor expressly does not provide legal, medical or financial advice by means of AI systems. The Contractor is not liable for damage resulting from the use of or reliance on AI output.

Article 21: Hosting, uptime and cloud providers

21.1 The Client acknowledges that the Contractor depends on third parties for hosting and infrastructure, including cloud providers, hosting providers (such as Supabase, Vercel, AWS, Antagonist, Plesk), CDN networks and external API providers.

21.2 Unless agreed otherwise in writing in a specific SLA, the Contractor gives no guarantees regarding uptime, availability, response times or error-free operation of systems.

21.3 The Contractor is not liable for damage, downtime, data loss or security incidents arising directly or indirectly from failures or shortcomings of these third parties.

21.4 Maintenance work (maintenance windows) may take place without prior permission if this is necessary for the security, stability or continuity of the services.

Article 22: Open source and third-party software

22.1 The Contractor is entitled to use open-source software, libraries, frameworks and third-party components in the development and delivery of its services.

22.2 The Contractor gives no guarantees regarding the continuity, availability, security or error-free operation of this third-party software and is not liable for any damage resulting from it.

Article 23: Digital assets and accounts

23.1 Unless agreed otherwise in writing, the Client remains the owner of, and responsible for, its own advertising accounts (such as Google Ads, Meta Business Manager), domain names and associated login credentials.

23.2 The Contractor will never be the owner of or responsible for these accounts and will only be given access in the role of administrator/editor for the purpose of carrying out the work.

Article 24: Logging and audit

24.1 The Contractor is entitled to record and monitor system usage, network traffic and access logs (logging) for the purposes of security, quality control, troubleshooting and detecting misuse.

24.2 The Contractor will process this data exclusively in accordance with applicable privacy legislation.

Article 25: Non-solicitation and non-circumvention

25.1 During the term of the agreement and for up to 12 months after its termination, the Client is not permitted to directly or indirectly employ the Contractor's employees, freelancers or subcontractors, or otherwise to commission work from them without involving the Contractor, on pain of an immediately payable penalty of € 25,000 per breach.

Article 26: Exit and termination of systems

26.1 Upon termination of the agreement, the Contractor will make reasonable efforts to export available client data and hand it over to the Client, provided that all outstanding invoices have been paid.

26.2 The Contractor is not obliged to transfer source code, repositories, frameworks, AI systems or internal tooling, unless this has been expressly agreed in writing.

26.3 After termination, the Contractor is entitled to close and delete accounts, API keys and hosting environments. The Contractor applies a retention period for back-ups in accordance with its internal policy, after which data is permanently destroyed.

Article 27: Transfer, amendments and additions to the agreement

27.1 Neither party is entitled to transfer the rights and obligations under this agreement without the written permission of the other party. Amendments and additions to this agreement are only valid if agreed between the parties in writing.

Article 28: Partnership terms

28.1 For collaborations with partners, BE Digital applies specific Partnership terms. These terms contain arrangements on partner fees, commissions and other relevant aspects of the partnership.

28.2 The Partnership terms form an integral part of these general terms and conditions, unless agreed otherwise in writing.

28.3 The full Partnership terms can be viewed at www.bedigital.nl/partnershipvoorwaarden or can be provided on request.

Article 29: Competent court and applicable law

29.1 All agreements between the parties and the obligations arising from or connected with them are governed by Dutch law.

29.2 All disputes arising from or connected with the agreements and obligations referred to in the previous paragraph will, in the first instance, be brought exclusively before the Amsterdam District Court.