GENERAL TERMS AND CONDITIONS OF OVN/ OLTMANS VAN NIEKERK

DEFINITIONS This clause defines a number of terms that are written with initial capitals in these General Terms and Conditions. The definitions used have the same meaning in the singular and the plural unless the context demands a different meaning.

1.1 “The Client” means any person, persons, firm or company who requests or receives a quotation or places an order or buys any products or obtains any Services from OvN/ Oltmans van Niekerk and includes the servants, agents, employees or subcontractors or any such persons of a company/firm.

1.2 “The Services” means the services (where appropriate, including the Deliverables) that are provided by OvN/ Oltmans van Niekerk under the Agreement.

1.3 “The General Terms and Conditions” means these General Terms and Conditions.

1.4 “The Agreement” means any written agreement between OvN/ Oltmans van Niekerk and the Client, including the written consent with a quotation or offer for the sale and purchase of goods and/or provision of the Services. Binding agreements as mentioned in clause 2.4 are included.

1.5 “OvN/ Oltmans van Niekerk” means OvN/ Oltmans van Niekerk, a company incorporated in The Netherlands under registered number 27285106, whose registered office is located at Oude Delft 207, 2611 HD Delft, The Netherlands.

1.6 “The Deliverables” means the documents, research, information, colours, material swatches (including research, collages and compilations created or compiled by OvN/ Oltmans van Niekerk, whether they contain original materials or third-party materials) created by OvN/ Oltmans van Niekerk pursuant to and as a product of the provision of the Services.

1.7 “The Fees” means the charges owed to OvN/ Oltmans van Niekerk by the Client in respect of the provision of the Services and Deliverables or the sales of products (including books, presentations and workshops).

1.8 Words in the singular include the plural and vice versa. A reference to one gender includes the other. Any reference to a law includes a reference to that law, as amended from time to time, and to any subordinate legislation made under that law.

APPLICABILITY OF GENERAL TERMS AND CONDITIONS AND ESTABLISHMENT OF AGREEMENTS

2.1 The General Terms and Conditions are applicable to all Agreements between OvN/ Oltmans van Niekerk and the Client. Any changes to the General Conditions are only valid if both parties agree with them in writing. The Client cannot derive any rights from an earlier deviation from the General Terms and Conditions in a (similar) future situation.

2.2 OvN/ Oltmans van Niekerk explicitly rejects the applicability of any General Terms and Conditions other than the General Terms and Conditions of OvN/ Oltmans van Niekerk.

2.3 An offer by OvN/ Oltmans van Niekerk is valid for thirty (30) days from the date of the quotation in question and will expire automatically at the end of that period. OVN/ Oltmans van Niekerk may withdraw or revise a quotation at any time.

2.4 The Agreement becomes binding and effective for any use of the Services or the sale of products on the date that the Client either:

a] Provides OvN/ Oltmans van Niekerk with a written acceptance of an Order or quotation via email, print or similar method;

b] Clicks on the designated "accept" button on a web form or similar; or

c] When the Client electronically or physically signs the Order Form or the Agreement.

DELIVERY TERMS

3.1 Unless otherwise agreed upon by OvN/ Oltmans van Niekerk and the Client, all periods of time and delivery dates are indicative and specified by OvN/ Oltmans van Niekerk to the best of its knowledge and will never constitute firm deadlines. They are estimates only. OvN/ Oltmans will not be liable for any loss, costs or other damage, arising out of or in connection with any delay in the delivery of products or Services.

3.2 If the progress of the activities is delayed or threatened to be delayed, OvN/ Oltmans van Niekerk will inform the Client, stating the cause of the delay and indicating to what extent this is expected to affect the delivery period.

3.3 Unless otherwise specified in an Order Form, quotation, offer or the Agreement, all prices are stated in EURO exclusive of VAT and other applicable taxes. Other than taxes imposed on OvN/ Oltmans van Niekerk’s fees, the Client is responsible for all taxes, duties, levies, fees, or other similar charges imposed on OvN/ Oltmans van Niekerk or on the Client by any taxing authority as a result of performance under the Agreement. Any such tax shall not affect the amount owed to OvN/Oltmans van Niekerk under an invoice which shall not be subject to any deduction or withholding.

PERFORMANCE OF THE SERVICES

4.1 OvN/ Oltmans van Niekerk will perform the Services with integrity, care, skill and good craftsmanship.

4.2 The Client shall, at its own expense, provide OvN/ Oltmans van Niekerk with such information, cooperation, assistance and access to any pertinent information as OvN/ Oltmans van Niekerk may reasonably require in connection with the provision of the Services. OvN/ Oltmans van Niekerk will not be responsible for any delays as a result of the Client"s failure to comply with its obligations under this clause in a timely manner.

4.3 The Client undertakes that it will at all times provide a safe environment for any of OvN/ Oltmans van Niekerk"s employees, agents or subcontractors who attend the Client"s premises or other premises under the Client"s ownership and/ or control in order to provide the Services. The Client will comply with all statutory or other regulations and codes of practice in connection with such premises.

IMAGES, DRAWINGS, ILLUSTRATIONS AND INTELLECTUAL PROPERTY

5.1 All images, drawings and illustrations used in the delivery of the Services are provided to the Client as an inspirational tool for the purpose only of suggesting the approximation of an idea. The curation and collation of imagery are provided as an inspiration for the Client"s ongoing product development or business needs only.

5.2 All images, drawings and illustrations are credited to the author/ creator and are the intellectual property of their respective owners. Not of OvN/ Oltmans van Niekerk. Third-party images, drawings and illustrations are supplied for the purposes of the Services only and are not for onward distribution or sub-licensing under any circumstances. OvN/Oltmans van Niekerk makes no warranties of any kind regarding these third party images, drawings and illustrations and assumes no liability whatsoever for the Client’s use of such third party images, drawings and illustrations.

5.3 Save for third party images, drawings and illustrations provided as part of the delivery of the Services, all intellectual property rights (including copyright) existing in the Deliverables belong to and shall remain the property of OvN/ Oltmans van Niekerk and are licensed to the Client for internal use for the purposes intended as expressed in the Agreement. No further use may be made of the Deliverables save with OvN/ Oltmans van Niekerk’s written permission in advance of the contemplated use.

PAYMENT TERMS

6.1 Unless agreed otherwise in the Agreement, invoices are payable upon receipt, without discount or deduction of any kind. Set offs of amounts due to OvN/ Oltmans van Niekerk against amounts due from OVN/ Oltmans van Niekerk are precluded.

6.2 For any invoice that is not paid on the due date, OvN/ Oltmans van Niekerk is entitled as of the following day, automatically and without prior notification, to the payment of the default interest of which the rate is equal to the reference interest rate rounded to the higher half percentage point. The reference interest rate is the interest rate applied by the European Central bank to its most recent main refinancing operation carried out before the first calendar day of the half-year in question, plus five percentage points.

6.3 Without prejudice to its right to obtain compensation for its costs in accordance with the legal regulations, OvN/ Oltmans van Niekerk is entitled to a reasonable indemnity for its relevant costs of recovery, with a minimum of 3% of the amount of the invoice.

6.4 Default in the payment of an invoice makes all outstanding invoices due.

6.5 Travel and accommodation expenses will be charged separately after the Client has given written permission to OvN/ Oltmans van Niekerk.

CANCELLATION AND CHANGES

7.1 When the Client wishes to change the scope of the Services or any Deliverables, including any dates for performance or delivery, it shall put such request in writing to OvN/ Oltmans van Niekerk. OvN/ Oltmans van Niekerk shall confirm in writing (usually by email) whether it will be able to comply with the request. For the avoidance of doubt, although OvN/ Oltmans van Niekerk will endeavour to comply with reasonable requests by the Client for such changes, it shall not be under any obligation to do so.

PRIVACY

8.1 OvN/ Oltmans van Niekerk and the Client is obliged to comply with the GDPR (the Regulation (EU) 2016/679 of 27 April 2016, the General Data Protection Regulation) and any legislation and/or binding regulations implementing or made pursuant to it.

8.2 In the Global Privacy Policy of OvN/ Oltmans van Niekerk it is clarified how OvN/ Oltmans van Niekerk handles the personal data of the Cliënt, including the types of personal data that are collected about the Client, how the personal data of the Cliënt may be used and when these data may be disclosed, how the personal data of the Client are protected and which rights the Cliënt has in relation to the processing of their personal data

CONFIDENTIALITY

9.1 Neither party shall use or disclose to any third party any confidential information (including, without limitation, the business contacts of either party) about the business or affairs of the other. For the purposes of this clause, confidential information means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) which is in tangible form and labelled! confidential” or the like, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure.

9.2 Confidential Information will not include information that as shown by the Receiving Party"s records was: (i) already known to the Receiving Party at the time of disclosure by the Disclosing Party; (ii) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of the Receiving Party has become, generally available to the public; or (iv) was independently developed by the Receiving Party without the use of the Disclosing Party"s Confidential Information.

9.3 Notwithstanding the foregoing, each party may disclose Confidential Information, without the prior written consent of the other party: (a) as compelled by law provided that to the extent legally permissible the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure and reasonable assistance, at the Disclosing Party"s expense, if the Disclosing Party seeks to contest such disclosure; (b) in confidence, to legal counsel, accountants, banks, and financing sources and their advisors; (c) in connection with the enforcement of this Agreement or rights under this Agreement; (d) in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction; or (e) or to respond to an emergency which Oltmans van Niekerk believes in the good faith requires Oltmans van Niekerk to disclose information to assist in preventing the death or serious bodily injury of any person.

Each party shall only disclose the other"s confidential information to such of its employees, agents and sub-contractors who have a reasonable need to know the same and who are subject to equivalent written obligations of confidence as provided tor hereunder.

FORCE MAJEURE

10.1. Neither party is obliged to fulfil any obligation under the Agreement if hampered from doing so by force majeure. Force majeure on the part of OvN/ Oltmans van Niekerk includes non-attributable failure in the performance of obligations by a supplier of OvN/ Oltmans van Niekerk, floods, fire, overheating, dust, terrorist attacks and/or acts of war.

10.2 If the condition of force majeure persists for more than ninety (90) days, both parties will have the right to terminate the Agreement with immediate effect by means of a registered letter notifying the termination, without any obligation on either party to pay the other party compensation. Any activities already performed under the Agreement will be settled by the parties’ pro-rata.

TERMINATION OF THE AGREEMENT

OvN/ Oltmans van Niekerk may terminate this Agreement at any time with immediate effect if:

I. The Client is in material breach of any of its obligations under the Agreement (or any other agreement between OvN/ Oltmans van Niekerk and the Client);

II. The Client goes into administration, liquidation or has a receiver, administrator or other bankruptcy authority appointed.

II.2 OvN/ Oltmans van Niekerk reserves the right to terminate the Agreement should it have reason to believe that the performance of the Agreement would lead to a reputational or physical risk to OvN/ Oltmans van Niekerk and/or its personnel (including its subcontractors or agents).

LIABILITY

12.1 OvN/ Oltmans van Niekerk is not liable for consequential damages.

12.2 The total aggregate liability of OvN/ Oltmans van Niekerk to the Client includes without limitation liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty, restitution or otherwise, arising from or in connection with the Agreement, is limited to the higher of the accumulated fee paid by the Client under the Agreement during the previous 12 months prior to the actionable event or Euro 10.000,= unless OvN/ Oltmans van Niekerk is guilty of wilful misconduct.

12.3 OVN/ Oltmans van Niekerk will not be liable for any changes to demographic, economic and/or social data following the delivery of the Services.

12.4 The Client shall indemnify, defend and hold harmless OvN/ Oltmans van Niekerk and its respective officers, directors, employees and agents (collectively “Indemnitees”) against any liability, losses, damages, penalties, judgments, awards, settlements, costs and expenses (collectively “Losses”) suffered or incurred by any Indemnitee as a result of any third party claim, allegation, action, suit or proceeding (including any investigation or other claim, allegation, action, suit or proceeding by any governmental authority) arising from or related to any assertion that (a) the use of any content provided by the Client (i) infringes the intellectual property rights of a third party and/or (ii) violates applicable law;

12.5 The use of the Services is the sole responsibility of the Client. The Services are supplied "as is", they may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability, and OvN/ Oltmans van Niekerk does not guarantee the general applicability or availability of the Services or any data related to the Client"s use of various integrations.

NOTICES

13.1 Any notice or other communication under the Agreement given by any party to any other party will be in writing and will be effective upon delivery as follows:

a] if to the Client, (i) when delivered via registered mail, return receipt requested, to the address specified in an Order Form; or (ii) when sent via email to the email address specified in the Order Form or otherwise on record for the Client; and

b] if to OvN/ Oltmans van Niekerk when sent via email to info@oltmansvanniekerk.nl, with a duplicate copy sent via registered mail, return receipt requested, to the appropriate OvN/ Oltmans van Niekerk address listed here: OvN/ Oltmans van Niekerk, Oude Delft 207, 2611 HD Delft, The Netherlands. Any such notice, in either case, must specifically reference that it is a notice given under this Agreement.

MISCELLANEOUS

14.1 OvN/ Oltmans van Niekerk is entitled at all times to add or remove mention of its name (or have mention of its name added/removed).

14.2 The Client may not assign, transfer or otherwise dispose of its rights or obligations under the Agreement without the prior written consent of OvN/ Oltmans van Niekerk. OvN/ Oltmans van Niekerk may assign, transfer or otherwise dispose of its rights or obligations under the Agreement or any part of it to any person, firm or company at any time, subject to the provision of written notice by OvN/ Oltmans van Niekerk to the Client at the time of the assignment.

14.3 The failure of either party to require the performance of any of the terms of the Agreement or the waiver of any default under the Agreement will not prevent a subsequent enforcement of such term, nor be deemed a waiver of any breach.

14.4 OvN/Oltmans van Niekerk may reference the Client as an OvN/ Oltmans van Niekerk Client or a user of the OvN/Oltmans van Niekerk Service in sales and marketing materials including press releases. Any Client logo or trademark usage will be in accordance with Client"s trademark and logo usage guidelines as provided to OvN/ Oltmans van Niekerk. Upon OvN/ Oltmans van Niekerk"s reasonable request, the Client agrees to provide confidential references to either existing Clients or prospects of OvN/ Oltmans van Niekerk and/or to work on a case study with OvN/ Oltmans van Niekerk.

APPLICABLE LAW AND DISPUTES

15.1 Dutch law will apply to all Agreements concluded between OvN/ Oltmans van Niekerk and the Client.

15.2 Any disputes arising out of or in connection with all Agreements concluded between OvN/ Oltmans van Niekerk and the Client shall exclusively fall within the competence of the courts of The Hague, location The Hague, The Netherlands.

May 2022