General Terms and Conditions Plannovation B.V.

IMPORTANT NOTICE — LANGUAGE PREVALENCE: This English translation is provided for convenience only. In the event of any discrepancy, ambiguity or conflict between this English version and the Dutch original ("Algemene Voorwaarden Plannovation B.V."), the Dutch version shall prevail in all respects. The Dutch version is the legally binding version and has been filed with the Chamber of Commerce (Kamer van Koophandel).

Article 1: Definitions

1.1 Plannovation: the private limited liability company Plannovation B.V., established in Heerlen (6416 BT) at Dalpad 3, registered in the Trade Register of the Chamber of Commerce.

1.2 Client: the natural or legal person who commissions Plannovation to carry out activities, as well as any person to whom Plannovation has made an offer to perform work.

1.3 Agreement: any arrangement between Plannovation and the Client for the provision of services or delivery of products.

1.4 Personal Data: any information relating to an identified or identifiable natural person, within the meaning of the General Data Protection Regulation (GDPR).

1.5 AI Tools: artificial intelligence applications and services (including but not limited to generative AI, large language models and automated decision-making systems) that Plannovation may deploy in the performance of assignments.

Article 2: Applicability

2.1 These General Terms and Conditions apply to all legal relationships between Plannovation and the Client concerning activities assigned to or to be performed by Plannovation, including any offer made by Plannovation to the Client.

2.2 Deviations from these conditions are only valid insofar as they have been explicitly agreed in writing between the parties. Provisions not explicitly deviated from remain fully applicable.

2.3 The Client's own general terms and conditions do not apply unless expressly accepted in writing by Plannovation.

2.4 If any provision of these General Terms and Conditions is null and void or annulled, the remaining provisions shall remain in full force. The parties shall consult to replace the invalid provision with a valid one that matches the purpose and intent of the original as closely as possible.

Article 3: Offers and Quotations

3.1 All offers and quotations by Plannovation are non-binding unless expressly stated otherwise. Where no validity period is stated, the offer is valid for 30 days from the date of issue.

3.2 Compound prices do not oblige Plannovation to deliver part of an order at a proportionate part of the total price quoted.

3.3 Quotations and deadlines may be revoked if Plannovation has not received all necessary information prior to the conclusion of the agreement.

Article 3a: Best-Efforts Obligation

3a.1 All work performed by Plannovation is carried out on a best-efforts basis (inspanningsverplichting). Plannovation commits to performing the agreed work to the best of its knowledge and ability and in accordance with professional standards, but does not guarantee the achievement of any specific result, unless the parties have expressly agreed in writing to a result-based obligation.

3a.2 The Client acknowledges that the quality and outcome of the work depend in part on the timely, complete and accurate provision of information, data, materials and cooperation by the Client. Plannovation is not liable for shortcomings in performance resulting from incomplete or incorrect information provided by the Client.

3a.3 Where an interim or final deliverable has been approved in writing by the Client or put into use, this constitutes acceptance of that deliverable. Defects that the Client could reasonably have identified at that time may not subsequently be invoked.

3a.4 Plannovation is entitled to determine the manner of execution of the work at its own professional discretion, provided this falls within the scope of the agreed assignment and does not disproportionately prejudice the Client's interests.

Article 3b: Independence and Nature of the Legal Relationship

3b.1 Plannovation performs the assignment as an independent contractor within the meaning of Article 7:400 et seq. of the Dutch Civil Code. The agreement between the parties is a contract for services (overeenkomst van opdracht). There is expressly no employment agreement, agency work arrangement or any other form of employment relationship.

3b.2 There is no relationship of authority (gezagsverhouding) between the Client and Plannovation. The Client is not authorised to instruct Plannovation on the manner, timing or location of work, unless expressly agreed in writing and compatible with Plannovation's independent status.

3b.3 Plannovation bears its own business risk as an independent entrepreneur, is registered in the Dutch Trade Register of the Chamber of Commerce (KvK), is independently subject to VAT obligations, and works for multiple clients in the context of a sustainable business. Plannovation is solely responsible for the payment of taxes and social contributions.

3b.4 The parties confirm that the legal relationship has been assessed in light of applicable legislation on the classification of employment relationships, including the Dutch Act on Clarification of Assessment of Employment Relationships (Wet verduidelijking beoordeling arbeidsrelaties, VBAR) and related implementing rules. Both parties warrant to each other that the agreement does not qualify as an employment contract under the applicable criteria.

3b.5 If, notwithstanding the foregoing, a competent authority or court determines that the legal relationship must be classified as an employment contract, the Client shall indemnify Plannovation against all resulting claims, payroll taxes, fines and other costs, to the extent that such classification results from the Client's execution of the assignment in deviation from the agreed independent legal relationship.

Article 4: Fees and Costs

4.1 Plannovation's remuneration is based on hourly rates, unless another payment method has been agreed. The applicable hourly rate is set out in the agreement.

4.2 Necessary travel, accommodation and administrative expenses, such as telephone, postage, copying and printing costs, and costs of third parties that are necessary and incurred in accordance with the assignment, shall be charged separately in addition to the hourly rates.

4.3 All amounts are exclusive of VAT unless expressly agreed otherwise.

4.4 Third-party costs incurred by Plannovation in the context of the assignment shall be passed on directly to the Client. Plannovation is entitled to request an advance on expected third-party costs and to charge a surcharge for handling and administration.

4.5 Invoices for fees and other costs are submitted monthly. For assignments completed within one month, invoicing takes place upon completion of the work.

4.6 Plannovation is obliged to maintain a record of hours and costs and to make this available for inspection by the Client upon request, unless a fixed fee has been agreed.

Article 5: Modification of the Assignment

5.1 Changes to the original assignment of any nature that result in higher costs than those included in the quotation shall be charged to the Client additionally. Changes that result in lower costs shall lead to a correspondingly lower fee.

5.2 Changes desired by the Client after the assignment has been issued must be communicated to Plannovation in writing and in a timely manner. Oral or telephone changes are at the Client's risk.

5.3 Changes to an assignment may result in the originally agreed delivery period being exceeded by Plannovation; in such case Article 15 shall apply mutatis mutandis.

Article 6: Client's Property

6.1 With regard to the storage, use, handling and processing of items entrusted to Plannovation by or on behalf of the Client, Plannovation shall exercise the same care as it does with its own affairs.

6.2 Notwithstanding the foregoing, the Client bears the risk for such items. If the Client wishes to have that risk covered, it must arrange insurance at its own expense.

Article 7: Plannovation's Property

1.7 Schedules, programmes, sketches, presentation models and/or original image and data carriers, such as printed originals, film, pictures and master files on digital or other media, remain at all times the property of Plannovation.

7.2 In the event of damage to or destruction of items made available to the Client as referred to in the preceding paragraph, a claim for damages may be brought without prejudice to additional fees and interest.

Article 8: Shipping and Transport

8.1 Free delivery shall be made using the cheapest mode of shipment, unless otherwise agreed. The additional costs of any other method of shipment shall be borne by the Client.

Article 9: Confidentiality

9.1 Plannovation is required to carefully retain and keep confidential all information, business data and databases of the Client, as well as any other confidential information that has come to its knowledge in the performance of the assignment.

9.2 Plannovation shall use confidential information solely for the purpose for which it was provided and shall not disclose it to third parties without the prior written consent of the Client.

9.3 This confidentiality obligation remains in force after termination of the agreement.

Article 10: Retention of Title

10.1 Items delivered by Plannovation remain the property of Plannovation until the Client has fully paid all amounts due, including interest, costs and damages in respect of the delivered items.

10.2 Plannovation is entitled to reclaim its property. The Client must comply with such a request and grant Plannovation access to its premises if required.

Article 11: Payment

11.1 Payment must be made without any deduction or set-off within 30 days of the invoice date, unless otherwise agreed.

11.2 For assignments of long duration, interim payments may be required.

11.3 If payment is not made within the stipulated period, the Client is in default by operation of law and Plannovation is entitled to charge statutory interest, with each part of a month counted as a full month.

11.4 Each payment by the Client shall first be applied to costs and interest due, and then to the oldest outstanding claim.

11.5 The Client's right to set off any claims against Plannovation is expressly excluded.

11.6 Plannovation is entitled to suspend work if the Client fails to meet its payment obligations, even if a fixed delivery date has been agreed.

11.7 Plannovation is also entitled to claim all extrajudicial collection costs in addition to the principal sum and interest. Collection costs amount to 15% of the amount owed by the Client to Plannovation, with a minimum of €150 excluding VAT.

11.8 If the Client is declared bankrupt, applies for a moratorium, dies, or fails to comply with any obligation under the agreement, Plannovation is entitled to dissolve the agreement, without prejudice to its right to claim damages, and all outstanding claims become immediately due and payable.

Article 12: Right of Retention

12.1 Plannovation has the right to retain all items of the Client in its possession for as long as the Client has not fulfilled all its obligations to Plannovation. This right of retention also applies in the event of the Client's bankruptcy, death or being placed under guardianship.

Article 13: Partial Delivery

13.1 Every partial delivery, including delivery of components of a composite assignment, may be invoiced to the Client. Article 10, paragraph 1 applies mutatis mutandis.

Article 14: Default of the Client

14.1 If the progress of the execution or delivery of work is delayed due to negligence on the part of the Client or force majeure on its side, Plannovation may charge the full agreed fee, including costs already incurred, without prejudice to its right to claim further costs, damages and interest.

Article 15: Exceeding Delivery Times

15.1 Plannovation shall endeavour to meet agreed delivery times but is not liable for exceeding them. Plannovation is not liable for damages of any nature in the event of late delivery, unless the delay is attributable to Plannovation.

15.2 Exceeding the agreed delivery period only entitles the Client to cancel the agreement after giving written notice by registered letter, granting Plannovation a further six weeks to fulfil its delivery obligations.

Article 16: Cancellation

16.1 If the Client cancels the assignment in whole or in part, it is obliged to compensate Plannovation for all reasonable costs incurred, as well as materials and semi-finished products at the prices included in Plannovation's calculation, without prejudice to Plannovation's right to compensation for lost profit and other costs, damages and interest arising from the cancellation.

Article 17: Acceptance of Delivery

17.1 The Client is obliged to take delivery of the items immediately upon completion of the assignment, unless parties have expressly agreed otherwise in writing.

17.2 If the Client fails to take delivery immediately and the items must be stored by Plannovation, the associated costs may be charged to the Client.

Article 18: Complaints, Disputes and Liability

18.1 Complaints must be submitted in writing within fourteen days of delivery of the assignment.

18.2 Complaints are only possible insofar as the Client has not put the delivered items into use, processed or handled them, or otherwise disposed of them.

18.3 If complaints are found to be justified by Plannovation, Plannovation will be given a reasonable opportunity to remedy the defective delivery.

18.4 Plannovation is not liable for the consequences of errors in instructions, data, models or materials provided by the Client.

18.5 Plannovation is liable to the Client for direct damage caused by intent or gross negligence of Plannovation or its employees. Plannovation's total liability per event or series of events shall never exceed the fee paid or payable by the Client for the last calendar month preceding the damaging event.

18.6 Plannovation is not liable for indirect damage, consequential loss, loss of profit, missed savings or business interruption losses.

Article 19: Force Majeure

19.1 Illness and temporary or permanent incapacity at Plannovation releases Plannovation from its delivery obligations without the Client being entitled to any compensation for costs, damages or interest.

19.2 In the event of force majeure, Plannovation will immediately notify the Client. The Client has eight days after receipt of such notice to cancel the agreement in writing, subject to the obligation to compensate the part of the work already performed.

19.3 Force majeure includes: any circumstance beyond Plannovation's control that prevents fulfilment of its obligations, including failures of digital infrastructure or internet, cyberattacks, and outages of AI services or cloud providers used by Plannovation.

Article 20: Price Changes

20.1 Changes in the prices of materials, labour, social charges or other cost-determining factors that take effect after acceptance of the assignment may be passed on to the Client.

Article 21: Copyright, Intellectual Property and Reproduction Rights

21.1 Plannovation is not liable for damages resulting from infringement of patents, licences and/or other intellectual property rights of third parties arising from the use of data provided by or on behalf of the Client. The Client indemnifies Plannovation in this regard.

21.2 Plannovation reserves all rights regarding intellectual products used or produced in the context of the execution of the agreement with the Client, to the extent that rights can exist or be established in those products.

21.3 The Client is expressly prohibited from reproducing, publishing or exploiting products including computer programmes, system designs, working methods, advice, (model) contracts, sketches, drawings, photographs, films, models and other intellectual property, with or without the involvement of third parties, without the express written consent of Plannovation.

21.4 Copyrights are not included in design costs.

21.5 The Client receives a licence from Plannovation for the use of copyrighted works created during the execution of the assignment. This licence is only valid for as long as the Client fulfils its financial obligations and is non-transferable to third parties without Plannovation's written consent.

21.6 The Client and/or third parties are not permitted to make changes to a previously approved or in-use model, design, programme, photograph, etc. without the prior written consent of Plannovation.

Article 22: Processing of Personal Data (GDPR)

22.1 To the extent that Plannovation processes personal data on behalf of the Client in the performance of its services, Plannovation acts as a processor within the meaning of the General Data Protection Regulation (GDPR). Plannovation will only process personal data on the instructions of and in accordance with the written instructions of the Client.

22.2 Plannovation shall implement appropriate technical and organisational measures to protect personal data against loss or any form of unlawful processing, in accordance with Article 32 GDPR.

22.3 Plannovation will not provide personal data to third parties without the Client's prior written consent, unless legally required to do so.

22.4 Plannovation will inform the Client without undue delay of any data breach or security incident involving the Client's personal data, as soon as Plannovation becomes aware of it.

22.5 Upon termination of the agreement, Plannovation will, at the Client's request, return or delete all personal data, unless statutory retention obligations apply.

22.6 Where Plannovation processes personal data as a controller (e.g. contact details of the Client), Plannovation provides information about this in its Privacy Statement, available on the Plannovation website.

Article 23: Use of Artificial Intelligence (AI)

23.1 Plannovation may use AI tools and services in the execution of assignments. Plannovation will inform the Client about this upon request.

23.2 Plannovation does not warrant that output generated using AI tools is fully accurate, complete or fit for any specific purpose. The Client must independently assess and verify AI-generated output before using it.

23.3 Plannovation will not enter confidential business data or personal data of the Client into public or external AI systems unless the Client has given express written consent to do so.

23.4 Intellectual property rights in AI-generated output produced by Plannovation on behalf of the Client are governed by Article 21 of these Terms and Conditions, to the extent permitted by applicable law.

23.5 Plannovation is not liable for damage resulting from incorrect or incomplete AI-generated output, unless such damage is the result of intent or gross negligence on the part of Plannovation.

Article 24: Digital Communication and Electronic Agreements

24.1 Communication by e-mail or other digital channels is legally valid and may be treated as written communication, unless expressly agreed otherwise.

24.2 An agreement may be concluded electronically and has the same legal force as a written agreement.

24.3 Plannovation is not liable for delays or non-receipt of electronic messages due to technical failures beyond Plannovation's control.

Article 25: Information Security and Cybersecurity

25.1 Plannovation takes reasonable and proportionate measures to secure the information it processes and its digital systems, including measures to protect against unauthorised access, data breaches and cyberattacks.

25.2 The Client is responsible for the security of its own systems, networks and devices. Plannovation is not liable for damage arising from security incidents on the Client's side.

25.3 If Plannovation detects or suspects a security incident affecting the Client's systems or data, Plannovation will inform the Client as soon as possible.

Article 26: Governing Law and Jurisdiction

26.1 These General Terms and Conditions, the agreements concluded between Plannovation and the Client, and their execution are governed exclusively by Dutch law.

26.2 All disputes arising from or related to these General Terms and Conditions or the agreements concluded between the parties shall be settled exclusively by the competent court in the district of Limburg (Maastricht), without prejudice to Plannovation's right to summon the Client before the court having jurisdiction under the law or an applicable international treaty.