GENERAL TERMS AND CONDITIONS The Next Chapter B.V.

ARTICLE 1 DEFINITIONS

• In these general terms and conditions, the following terms are used in the following meaning unless explicitly stated otherwise.
• The Next Chapter: The Next Chapter B.V., established in 's-Hertogenbosch.
• Client: the natural or legal person with whom the Agreement is concluded or who gives the assignment.
• Agreement: the Agreement for services / the interim assignment.

ARTICLE 2 GENERAL

• These terms and conditions apply to every offer, quotation, and Agreement between The Next Chapter and a Client to which The Next Chapter has declared these terms applicable, insofar as the parties have not explicitly deviated from these terms in writing.
• Any purchasing or other terms of the Client do not apply.
• These terms also apply to all Agreements with The Next Chapter, for the execution of which third parties must be involved.
• Any deviations from these general terms are only valid if they have been explicitly agreed upon in writing.
• If one or more provisions in these general terms are void or annulled, the remaining provisions will remain fully applicable. The Next Chapter and the Client will then consult to agree on new provisions to replace the void or annulled provisions, considering the purpose and intent of the original provisions as much as possible.
• If any provision of these terms is void or annulled, the remaining provisions remain in effect, and the Client and The Next Chapter will consult to replace the void provisions with provisions that approach the intended purpose and intent as closely as possible.

ARTICLE 3 OFFERS AND QUOTATIONS

• All offers are non-binding unless a term for acceptance is stated in the offer.
• Quotations from The Next Chapter are based on the information provided by the Client. The Client guarantees that he has provided all essential information for the setup and execution of the service to the best of his knowledge. The Next Chapter will perform the services to the best of its ability and in accordance with the requirements of good craftsmanship. This obligation has the nature of a best-efforts obligation, as the intended result cannot be guaranteed. The quotations made by The Next Chapter are non-binding; they are valid for 14 days unless otherwise stated. The Next Chapter is only bound by the quotations if the acceptance thereof is confirmed in writing by the counterparty within the stated period of 14 days unless otherwise stated.
• The prices in the stated offers and quotations are exclusive of VAT unless otherwise stated.
• If the acceptance (on minor points) deviates from the offer included in the quotation, The Next Chapter is not bound by it. The Agreement does not come into effect according to this deviating acceptance unless The Next Chapter indicates otherwise.
• If a quotation, contract, or other similar legally binding document is sent by The Next Chapter to the Client and the Client fails to return this document signed to The Next Chapter, the Client accepts the content of this document and these General Terms and Conditions by paying the fee to The Next Chapter.

ARTICLE 4 EXECUTION OF THE AGREEMENT

• The Next Chapter will execute the Agreement to the best of its ability and in accordance with the requirements of good craftsmanship.
• Unless explicitly stated in the Agreement, the obligations of The Next Chapter arising from the agreement with the Client imply that The Next Chapter will provide services to the Client to carry out the work assigned by the Client to The Next Chapter with the function and experience level specified by the Client. The Next Chapter undertakes to make every effort to perform the services and/or work in accordance with the written procedures and agreements established with care.
• The Client ensures that all data, which The Next Chapter indicates are necessary or which the Client should reasonably understand are necessary for the execution of the Agreement, are provided to The Next Chapter in a timely manner.
• The Next Chapter is not liable for damage resulting from The Next Chapter relying on incorrect and/or incomplete data provided by the Client unless the inaccuracy or incompleteness was known to The Next Chapter.
• If work is carried out by The Next Chapter or third parties engaged by The Next Chapter at the Client's location or a location designated by the Client, the Client ensures that the facilities reasonably required by those employees are provided.
• The Next Chapter or the third party engaged by The Next Chapter determines how and by whom the assigned work is performed but will conform to the guidelines applicable at the Client and the house rules at the workplace; the wishes communicated by the Client will be taken into account as much as possible.
• If the Client wishes to have another person engaged during the term of the Agreement, he may require The Next Chapter to search for a replacement to the best of its ability. Until such a replacement is found, the Client remains obliged to pay for the agreed-upon number of days for the work of the initially engaged person, even if this person—at the Client's choice—no longer performs any work. The Next Chapter may propose another person in consultation with the Client if it believes this is necessary or better for the execution of the assignment. The change must not reduce the quality of the work performed or negatively affect the continuity of the assignment.

ARTICLE 5 AMENDMENT OF THE AGREEMENT

• If during the execution of the Agreement it becomes apparent that it is necessary to change or supplement the work to be performed for proper execution, the parties will adjust the Agreement in a timely manner and in mutual consultation.
• If the parties agree that the Agreement will be amended or supplemented, this may affect the time of completion of execution. The Next Chapter will notify the Client as soon as possible.

ARTICLE 6 ADDITIONAL WORK

Only when the Client has given prior consent will The Next Chapter perform work that is not included in the agreement and charge the Client for it. The requirement for consent does not apply if the performance of additional work falls within The Next Chapter's duty of care.

ARTICLE 7 NON-SOLICITATION

During the execution of the work and for a period of one (1) year after termination of the agreement, the Parties shall not employ or otherwise engage persons involved in the work of the other Party, nor negotiate with such persons regarding employment or engagement, unless prior express written consent has been obtained from the other Party.

ARTICLE 8 CONTRACT DURATION; EXECUTION PERIOD

• The Agreement between The Next Chapter and a Client is entered into for a fixed term, which the parties will expressly and in writing agree upon.
• The duration of the assignment may be influenced not only by the efforts of The Next Chapter but also by various factors, such as the quality of the information provided by the Client and the cooperation given. Therefore, the deadlines within which the work must be completed are only to be considered as final deadlines if explicitly agreed upon. The agreement cannot be terminated by the Client due to exceeding the term unless it is established that execution is permanently impossible, and unless The Next Chapter also fails to perform the agreement in whole or in part within a reasonable period stipulated in writing after the agreed delivery term has expired. Termination is then permitted in accordance with Article 265 of Book 6 of the Dutch Civil Code.

ARTICLE 9 FEES AND COMPENSATION

• The Client owes The Next Chapter a fee equal to the number of hours spent by The Next Chapter's employees on the services or work, multiplied by the rate agreed upon between the Client and The Next Chapter, or the agreed price, increased by the costs incurred by the employees that qualify for reimbursement under the agreement, plus the applicable VAT. Rates and prices are indexed annually on January 1 based on CBS figures for business services or the most appropriate index in the IT sector.
• The fee and any reimbursements are exclusive of VAT and are invoiced monthly.
• Invoices are issued monthly in arrears based on a specification of the work performed or, at The Next Chapter's discretion, at the end of the assignment.
• For all services, including but not limited to hours worked, the agreed price, or the relevant portion thereof, is due upon full or partial delivery, unless otherwise stated in the order confirmation or agreement. Invoices must be paid by the Client within 30 days of the invoice date. If invoices are not paid on time, the Client will owe interest of 1% per month or part thereof from that time, without the need for a notice of default. If, after a reminder and notice of default, the Client remains negligent in paying the amounts due, The Next Chapter will hand over or transfer the claim(s) for collection, and the Client will also be obliged to fully reimburse extrajudicial and judicial costs, including costs charged by external experts, in addition to any legal costs, with a minimum of 15% of the total amount owed by the Client to The Next Chapter, including accumulated interest.

ARTICLE 10 PAYMENT

• Payment must be made within 30 days of the invoice date, in a manner specified by The Next Chapter, in the currency in which the invoice is issued. Objections to the amount of the invoices do not suspend the payment obligation.
• If the Client fails to make payment within the 30-day period, the Client is automatically in default. The Client owes The Next Chapter all costs, both in and out of court, related to the collection of any amounts the Client owes The Next Chapter.
• If the Client does not pay an invoice within the agreed term, they will owe interest of 10.5% for each month or part thereof that they fail to pay the invoice, without requiring further notice of default. Objections to the amount of the submitted invoices do not suspend the payment obligation.
• If payment is not made within 40 working days, The Next Chapter may, citing the uncertainty exception, suspend the execution of the assignment. In such cases, the costs and/or damages will be charged to the Client based on the applicable rate for the relevant services.
• If The Next Chapter deems the Client’s financial position or payment behavior to be cause for concern, The Next Chapter is entitled to require full or partial advance payment from the Client.

ARTICLE 11 INSPECTION, COMPLAINTS

• Complaints about the work performed must be reported in writing by the Client to The Next Chapter within 8 days of discovery, but no later than 30 days after completion of the relevant work. The notice of default must contain as detailed a description of the shortcoming as possible, so that The Next Chapter can respond adequately.
• If it is no longer possible or meaningful to perform the agreed services, The Next Chapter shall only be liable within the limits of Article 14.

ARTICLE 12 TERMINATION

Both parties cannot terminate the Agreement prematurely unless otherwise agreed upon in writing.

ARTICLE 13 SUSPENSION AND DISSOLUTION

• The Next Chapter and the Client are entitled to dissolve the Agreement if circumstances arise that make the execution of the Agreement impossible or can no longer reasonably be required according to standards of reasonableness and fairness, or if other circumstances occur that make the unchanged continuation of the Agreement unreasonable.
• The Next Chapter has the right to immediately dissolve or cancel the agreement and/or offers if the Client is a natural person and the Client passes away, if the Client is declared bankrupt, or if they are granted a suspension of payments. In such cases, all claims of The Next Chapter against the Client become immediately and fully due and payable.

ARTICLE 14 LIABILITY

• If The Next Chapter is liable, its liability is limited to what is provided in this provision.
• The Next Chapter is liable for deficiencies in the performance of the interim assignment, insofar as they result from The Next Chapter's failure to exercise the care, expertise, and craftsmanship that can be relied upon when providing advice within the context of the respective assignment. The liability for the damage caused by these deficiencies is limited to the amount of the fee that The Next Chapter received for its work in the context of the respective assignment. For interim assignments with a duration of more than six months, the liability is further limited to the invoiced amount for the last six months. Any claims from the Client in this regard must be submitted within one year after the discovery of the damage, failing which the Client will have forfeited their rights.
• The Next Chapter is never liable for indirect damage, including consequential damage, lost profits, missed savings, and damage caused by business stagnation.
• Services and work are performed by The Next Chapter on behalf of and at the expense and risk of the client. No guarantee is provided on the results of the services or the work performed. Any liability of The Next Chapter for damage arising therefrom is expressly excluded unless the damage was caused by intent or gross negligence on the part of The Next Chapter or employees it has engaged.
• Any compensation for damage is limited to the amount paid under the liability insurance in the specific case. If for any reason no compensation is paid under the liability insurance, the total liability, including liability for damage due to death or personal injury, is limited to compensation for direct damage up to a maximum amount of the agreed price for that contract, with the agreed price for contracts with a term of more than one year being set at the price agreed for one year. In all cases, the total compensation for damage is limited to 500,000 euros.
• Liability for indirect damage, including consequential damage, lost profits, missed savings, and damage caused by business stagnation is excluded under all circumstances.
• The client indemnifies The Next Chapter against all claims from third parties due to product liability or other claims caused by products, services, or systems to which The Next Chapter has provided services or performed work.
• Any liability of The Next Chapter can only arise if the client promptly and properly notifies The Next Chapter in writing of the default and informs it of the cause of the damage, and if possible, grants a reasonable period to remedy the deficiency and The Next Chapter continues to fail in its obligations even after the period has expired.

ARTICLE 15 FORCE MAJEURE

• The parties are not obliged to fulfill any obligation if they are hindered from doing so by a circumstance that is not attributable to fault and does not fall under the law, a legal act, or generally accepted views.
• Force majeure, as defined in these general terms and conditions, includes all external causes, whether foreseen or unforeseen, over which The Next Chapter has no control, but which prevent The Next Chapter from fulfilling its obligations.
• Force majeure for The Next Chapter also includes the withdrawal of a third party engaged by The Next Chapter during the period mentioned in article 3.3, which prevents The Next Chapter from starting the work. In such cases, the parties will consult with each other to find a reasonable solution.

ARTICLE 16 CONFIDENTIALITY

Both parties are obliged to maintain confidentiality regarding all confidential information obtained from each other or from other sources in the context of their Agreement. Information is considered confidential if it is communicated as such by the other party or if it follows from the nature of the information.

ARTICLE 17 CONTINUATION

All rights and obligations arising from the Agreement that are intended to remain in force after the termination of the Agreement will remain in full force between The Next Chapter and the Client after termination.

ARTICLE 18 DELIVERY, WARRANTY AND MAINTENANCE

• Work for which The Next Chapter has undertaken obligations leading to a performance by The Next Chapter will always be carried out according to the standard methods used by The Next Chapter. The execution will always take place in phases, as described in the methodology, with a new phase only starting once the previous phase is fully completed. The methodology will be described in the agreements to be concluded with the client.
• The delivery of a phase or the agreed performance always takes place by written notification from The Next Chapter to the client, after which the warranty period begins. Unless otherwise agreed, implementation is the client's responsibility. The client must perform control within 14 days of delivery. During this period, any deviations from what was agreed must be reported in writing to The Next Chapter, after which corrective work will be carried out according to the warranty provisions formulated below.
• The warranty period is three months from the delivery date. The warranty means that The Next Chapter has staff available to make improvements to the software, to the extent that it is shown that the functional specifications are not met, the issue is not sufficiently reproducible, and a comprehensive written report is made to The Next Chapter. The Next Chapter never guarantees that the software will work without errors or that all errors will be corrected. Warranty work will be carried out based on the agreed rates and costs unless the assignment is on a fixed-budget basis, in which case the warranty work will be performed free of charge. Any warranty is void if changes have been made to the software by or on behalf of the client, except for changes made for the implementation of the software.
• If a maintenance assignment has been accepted, which is the case if a maintenance agreement has been concluded with the client, such an assignment, if not specified, will only relate to corrective maintenance, which means making improvements to the software, databases, and environment of issues reported by the client in writing, all in accordance with the standard methods and techniques used by The Next Chapter. Work under a maintenance agreement will be performed during regular office hours. For work requested by the client outside office hours, the applicable increased rates and costs will be charged.

ARTICLE 19 APPLICABLE LAW

• All agreements between The Next Chapter and the Client are governed by Dutch law.
• Any dispute between the parties concerning the Agreement they have entered into will be exclusively submitted to the competent Dutch court in 's-Hertogenbosch.