GENERAL TERMS AND CONDITIONS OF TSG GROUP B.V.,

Total Support B.V. (TSG Engineering)

Essempio B.V. (TSG InnoteQ)

InnoteQ Technical Projects B.V.

Finetic B.V.

1.1 Article 1 General

1. The users of these General Terms and Conditions are the companies belonging to TSG Group B.V. in Eindhoven, namely InnoteQ Technical Projects B.V., Essempio B.V. (TSG InnoteQ), Total Support B.V. (TSG Engineering), Finetic B.V. and TSG Group B.V. All these companies are established in Eindhoven and have their offices there at Furkapas 8 (5624 MD).

2. For the purposes of these General Terms and Conditions, “client” means the party on whose instructions and for whose account services are performed or goods are supplied by one of the companies referred to above.

1.2 Article 2 Applicability of the General Terms and Conditions, offers and agreements

1. These General Terms and Conditions apply to all offers and agreements whereby one of the companies referred to under 1.1 supplies goods and/or services of any kind to the client, even if such goods or services are not (further) described in these terms and conditions, unless expressly agreed otherwise in writing between the parties. All offers are without obligation.

2. An agreement is at all times formed between the client on the one hand and one of the companies referred to under 1.1 (hereinafter: the TSG entity) on the other hand, namely the TSG entity that issues the quotation (and with whom the agreement is concluded), even if parts of the agreement are performed by another TSG entity.

3. Any purchasing or other conditions of the client do not apply, unless expressly accepted in writing by the TSG entity.

4. Which parts of these General Terms and Conditions apply to the legal relationship with the client depends on the nature of the goods or services to be supplied.

5. In the context of issuing a quotation and concluding an agreement, the TSG entity stores data that is partly subject to the GDPR. The basis for the processing of such personal data is the conclusion of an agreement. The natural person whose data is stored (the contact person and/or authorised representative at the client) has all rights in respect of their personal data to which they are entitled under the GDPR, namely the right of access, rectification, supplementation and erasure.

2 A. APPLICABLE TO ALL AGREEMENTS

2.1 Article 3 Price and payment

1. All prices and amounts are exclusive of value added tax (VAT) and other levies imposed by the government.

2. A cost estimate issued by the TSG entity, or a budget communicated by a client, is not binding, unless otherwise provided by the agreement.

3. The TSG entity is entitled to adjust its prices and amounts annually as of 1 January of each year. The TSG entity will notify the client of such adjustment no later than 1 December.

4. If a project is subject to considerable delay due to circumstances within the client's sphere of risk, the TSG entity is entitled to adjust the agreed prices to reflect the increase in purchase prices and labour costs that has occurred in the meantime.

5. All invoices shall be paid by the client within 30 days of the invoice date, unless a different payment term has been agreed in writing. Payment shall be made without deduction, set-off or suspension on any ground whatsoever.

6. If the client fails to pay the amounts owed within the agreed term, the client shall, without any notice of default being required, owe interest of 2.5% per month on the outstanding amount.

7. If, after having been given notice of default, the client remains in default of payment of the claim:

the client shall owe extrajudicial collection costs amounting to 15% of the invoice amount, increased by the interest referred to in paragraph 5, subject to a minimum of € 150.00;
the claim may be handed over for collection and the TSG entity is entitled, without notice of default, to suspend performance of the agreement.

8. If the client's creditworthiness gives cause to do so, the TSG entity may require further security, failing which the TSG entity is entitled to suspend performance of the agreement.

2.2 Article 4 Confidential information

Each party shall take all reasonably necessary precautions to keep confidential the information of a confidential nature belonging to the other party.

Confidential information is deemed to include not only information expressly designated as such, but also information which a party should reasonably understand to be confidential. Software made available is always regarded as confidential.

Any non-disclosure agreement (NDA) concluded prior to the agreement between the TSG entity and the client remains in full force and effect.

2.3 Article 5 Retention of title

Items or goods supplied to the client remain the property of the TSG entity until all amounts owed relating to the assignment provided/agreement concluded have been paid in full by the client.

2.4 Article 6 Client's cooperation

1. Given the need for the client to cooperate in the performance of this agreement, the client shall, upon request, always provide the TSG entity in good time with all useful and necessary data or information. If the client fails to comply with this obligation, it shall be liable for the additional costs thereby incurred by the TSG entity. If it has been agreed that the client will make equipment, materials or data available on data carriers, via a portal or in the cloud, these shall meet the specifications necessary for performing the work.

2. If the client fails to comply with the obligations set out in the paragraphs above, the TSG entity is entitled, after having notified the client thereof, to suspend performance of the agreement. In that event, the TSG entity shall not be liable for any damage thereby suffered by the client. In addition, or instead, the TSG entity shall be entitled to compensation for damage caused by the client's failure to provide the agreed cooperation, or its failure to do so in time or in full.

2.5 Article 7 Delivery periods

1. If the TSG entity has stated (delivery) periods, these are indicative and determined to the best of its knowledge. If a (delivery) period is exceeded, the TSG entity will notify the client thereof as soon as possible.

2. Any delivery periods agreed between the parties are never a strict deadline (fatale termijn).

2.6 Article 8 Intellectual property rights

1. The intellectual property rights to designs made, equipment developed, software supplied, designs, drawings and websites created by the TSG entity vest and remain vested in the TSG entity, unless it has been explicitly agreed in writing that the Foreground IP is transferred to the client. The client only obtains a non-transferable right of use to the Foreground IP developed, after payment of all invoices sent by the TSG entity, including any invoices for additional work. The TSG entity and its sister companies may make unlimited use of their IP rights in the context of other projects.

2. If it has been explicitly agreed in the agreement that the intellectual property rights to the Foreground IP are transferred, this is subject to the proviso that the TSG entity remains entitled to use, further develop and/or exploit the components and designs underlying the intellectual property right for other purposes. Transfer of the IP rights only takes place after payment of all invoices sent by the TSG entity, including any invoices for additional work.

3. The TSG entity is entitled to use the client's name and/or logo for commercial purposes, to state its name on products developed for the client (including a website), as well as images of products developed for the client.

2.7 Article 9 Additional work and changes

If and insofar as, during performance of the agreement, changes to or additions to the originally agreed arrangements regarding deliveries and work occur, this work will be compensated by the client on the basis of the hourly rates agreed between the parties and/or on the basis of the rates customarily charged by the TSG entity.

2.8 Article 10 Liability

1. The TSG entity shall use its best efforts and skills to perform the agreed work in accordance with the standards of good workmanship, all in accordance with what may be expected in the context of the agreement concluded with the TSG entity.

2. The client warrants the soundness and completeness of the data made available to the TSG entity. The TSG entity is not liable for damage caused by incompleteness or defects in the information provided by or on behalf of the client.

3. The TSG entity is only liable for direct damage, and only if:

a. it is attributably in default of the performance of its obligations under the agreement(s) concluded with the client as a result of intent or gross negligence; and

b. the event causing the damage is covered by its professional indemnity insurance or general liability insurance, up to the amount (increased by any applicable excess) actually paid out by the insurer.

4. Direct damage is understood to mean exclusively:

a. the reasonable costs the client would have to incur to bring the TSG entity's performance into conformity with the agreement;

b. the reasonable costs incurred to establish the cause and extent of the damage, insofar as such determination relates to direct damage within the meaning of these terms and conditions;

c. the reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to a limitation of direct damage within the meaning of these terms and conditions.

5. If the event causing the damage:

a. is covered by the professional indemnity insurance, maximum liability is € 250,000.00 per claim and € 500,000.00 per insurance year;

b. is covered by the general liability insurance, maximum liability is € 5,000,000.00 per claim and € 10,000,000.00 per insurance year.

6. Outside the cases referred to in articles 10.4 and 10.5, the TSG entity bears no liability whatsoever for damages, regardless of the basis on which a claim for damages would be founded. The maxima referred to in articles 10.4 and 10.5 lapse if and insofar as the damage results from intent or gross negligence on the part of the statutory management board of the TSG entity.

7. The TSG entity's liability for an attributable failure in the performance of an agreement only arises if the client gives the TSG entity prompt and proper written notice of default, allowing a reasonable period to remedy the failure, and the TSG entity remains attributably in default of its obligations even after that period. The notice of default must contain as detailed a description of the failure as possible, so as to enable the TSG entity to respond adequately.

8. A precondition for any right to compensation is that the client notifies the TSG entity of the damage in writing as soon as possible, and in any event no later than 14 days after the client has discovered the damage (or could reasonably have discovered it), and could reasonably have suspected that the damage was caused by an attributable failure on the part of the TSG entity.

9. The client indemnifies the TSG entity against all third-party claims for product liability arising from a defect in a product or system supplied by the client to a third party and which partly consisted of equipment, software or other materials supplied by the TSG entity, except insofar as the client proves that the damage was caused by that equipment, software or other materials. The client further indemnifies the TSG entity against all third-party claims for (possible) infringement of intellectual property rights, unless conducting an investigation into those rights is explicitly part of the agreement.

10. If and insofar as an employee of the TSG entity performs work for the client in the form of the making available of personnel under the client's management and supervision as referred to in article 20.2(b) (variant B), only the limited liability under article 20.5 shall apply in derogation of the foregoing provisions of this article. For services in which the TSG entity, as employer, retains management and supervision of the employee, as referred to in article 20.2(a) (variant A), the foregoing provisions of this article 10 apply in full.

11. The TSG entity’s liability coverage is limited to claims governed by the law of a European Union member state or of one of the countries of the United Kingdom, and over which the courts and/or arbitral tribunals of one of those member states or countries have jurisdiction.

2.9 Article 11 Protection of employees

1. The client is not permitted to enter into an employment agreement with the employee of TSG Group during the assignment, or to have that employee perform work on the basis of any other type of agreement or through third parties. In the event of a breach of this provision, the client shall owe the TSG entity an immediately payable penalty of nine gross monthly salaries, based on a full-time employment contract, as estimated by the TSG entity, subject to a minimum of € 30,000.00.

2. After the assignment has ended, entering into an employment agreement with the employee, or having that employee perform work on the basis of any other type of agreement or through third parties, is only permitted on condition that the client pays a reasonable compensation to the TSG entity. The amount of this reasonable compensation depends on the duration of the assignment and the number of hours worked, and amounts to:

a. Nine gross monthly salaries, based on a full-time employment contract, if the employment agreement or other type of agreement is entered into within the first 12 months after the end of the assignment;

b. Four gross monthly salaries, based on a full-time employment contract, if the employment agreement or other type of agreement is entered into between 12 and 24 months after the end of the assignment.

3. This compensation qualifies as a reasonable compensation within the meaning of article 9a(1) of the Placement of Personnel by Intermediaries Act (Wet allocatie arbeidskrachten door intermediairs, Waadi). Where the TSG entity proposes an employee to the client, the client is not permitted, within 12 months after that proposal, to enter into an employment agreement with that employee directly, or to have that employee perform work on the basis of any other type of agreement or through third parties. In the event of a breach of this provision, the client shall owe the TSG entity an immediately payable penalty of € 30,000.00.

4. In derogation of this article, the TSG entity is entitled to claim actual damages instead of the penalty or compensation.

2.10 Article 12 Force majeure

Neither party is obliged to fulfil any obligation, including any statutory and/or agreed warranty obligation, if prevented from doing so as a result of force majeure.

Force majeure on the part of the TSG entity includes, among other things, (I) force majeure on the part of the TSG entity's suppliers, (II) the improper performance of obligations by suppliers prescribed to the TSG entity by the client, (III) defects in goods, equipment, software or materials of third parties, the use of which has been prescribed to the TSG entity by the client, (IV) government measures, (V) failure of electricity, internet, data network or telecommunications facilities, (VI) war, and (VII) general transport problems.

2.11 Article 13 Continuing performance agreements and termination

1. If a continuing performance agreement is entered into between the client and the TSG entity, i.e. an agreement that does not require a one-off performance (but rather ongoing, recurring or successive performances), the following applies:

a. this agreement is entered into for a term of 12 months;

b. unless terminated in writing no later than 1 month before the expiry of the term referred to in the previous line, this agreement is automatically extended by 1 month each time, unless other written arrangements have been made regarding termination and extension;

c. in the event of the client's bankruptcy, the TSG entity is entitled to terminate the agreement with immediate effect without notice of default; the same applies if the client files for its own bankruptcy.

2. If one of the parties is attributably in default of the performance of its obligations under an agreement concluded between the parties, the other party is entitled, after written demand and notice of default, to suspend its obligations, or to dissolve the agreement, without prejudice to the defaulting party's obligation to compensate the resulting damage.

2.12 Article 14 General terms and conditions of the TSG entity's suppliers

If, in the context of the agreement concluded with the client, the TSG entity concludes an agreement with a third party (such as in the context of web hosting or domain registration), the general terms and conditions of that third party also apply to that part of the agreement between the client and the TSG entity.

2.13 Article 15 Privacy and data processing

1. If necessary for the performance of the agreement, the client shall, upon request, inform the TSG entity in writing of the manner in which the client complies with its obligations under the legislation on the protection of personal data.

2. The client indemnifies the TSG entity against claims by persons whose personal data is registered or processed in the context of a personal data register processed or held by the client, or for which the client is otherwise responsible under law or regulation, unless the client proves that the facts underlying a claim are attributable to the TSG entity or fall within its sphere of risk.

3. Responsibility for the data processed by the client using a service of the TSG entity lies entirely with the client. The client warrants to the TSG entity that the content, use and/or processing of the data is not unlawful and does not infringe any right of a third party. The client indemnifies the TSG entity against any claim by a third party (including fines imposed by authorities), on any ground whatsoever, in connection with this data or the performance of the agreement.

4. If a data processing agreement has been concluded between the client and the TSG entity, the provisions of that data processing agreement shall apply.

2.14 Article 16 Governing law and disputes

1. Agreements between the TSG entity and the client are governed by Dutch law.

2. Any disputes arising from or related to an agreement between the parties shall, insofar as they cannot be resolved amicably, be submitted, to the exclusion of any other court, to the competent court in 's-Hertogenbosch (Oost-Brabant District Court). Nevertheless, the TSG entity has the right to submit a dispute for resolution to the competent court of the client's place of residence.

3 B. ADDITIONALLY APPLICABLE TO CONSULTANCY

Applicable where the agreement includes the performance of work by employees for the client; a distinction is made in this part between the making available of personnel under the management and supervision of the client and under that of the TSG entity

3.1 Article 17 Overtime and work outside standard office hours

1. The agreement to be concluded with the client shall set out the hourly rates of the TSG entity's employees to be deployed.

2. Unless otherwise agreed, in the event of (necessary) overtime (whether or not at the TSG entity's office), that is, when the TSG entity's employees are required to work more than 40 hours in a week, and/or work is performed outside standard office hours, the following rates apply:

working days up to midnight: standard rate x 125%
working days after midnight and on Saturdays: standard rate x 150%
Sundays and public holidays: standard rate x 200%
shifted hours: standard rate x 125%

3. In derogation of article 11 of these terms and conditions, an agreement of which it forms part that work is compensated on an hourly basis is not entered into for a term of 12 months, but for the duration of the project, or for such other term as may be determined in the agreement/order confirmation. The other provisions of article 11 remain applicable.

3.2 Article 18 Travel and accommodation expenses

Travel expenses up to 25 km incurred in connection with the agreement are reimbursed by the client at € 0.40 per kilometre. For distances over 25 km, an amount of € 50.00 is charged. Accommodation expenses shall be paid by the client insofar as this has been agreed.

3.3 Article 19 Working conditions

If an employee of the TSG entity is required to perform work at the client's premises, whether incidentally or regularly, the client shall ensure that the employee can perform their work in a working environment that meets all applicable occupational health and safety (Arbo) requirements.

3.4 Article 20 Miscellaneous; management, supervision and secondment

1. The TSG entity has no obligation to replace an employee; it shall use reasonable efforts to arrange a replacement. In addition, the TSG entity has the option of replacing an employee, provided the replacement has equivalent competencies.

2. The agreement, quotation and/or order confirmation shall state explicitly, for each employee of the TSG entity deployed, whether the arrangement concerns:

a. services in which the TSG entity, as employer, retains management and supervision of the employee, even if the employee actually performs work at or for the client (hereinafter: variant A); or

b. the making available of the employee to the client within the meaning of article 1(1)(c) of the Placement of Personnel by Intermediaries Act (Waadi), whereby the employee works under the management and supervision of the client (hereinafter: variant B).

In the absence of an explicit indication in the agreement, quotation and/or order confirmation, variant A is deemed to apply.

3. Under variant A, the TSG entity at all times remains the employer exercising management and supervision over the employee. The client may only give instructions regarding the result to be achieved by the employee, the specifications of the assignment and the quality of the work delivered. The client shall not give instructions regarding the employee's day-to-day working method, working hours or prioritisation of work; these powers remain vested in the TSG entity. The fact that the client checks the delivered work for quality and/or conformity with the agreed specifications does not affect the foregoing and does not in itself result in the arrangement being qualified as the making available of personnel.

4. Under variant B, the following applies:

a. the client shall provide the TSG entity with all information necessary to assess whether the TSG employee's remuneration meets the requirements of the hirer's remuneration (inlenersbeloning);

b. the TSG entity is not responsible for the employee's results;

c. the client shall inform the TSG entity as soon as possible of any problems with the TSG employee;

d. for this form of making personnel available, the TSG entity complies with the registration obligation under article 7a of the Placement of Personnel by Intermediaries Act (registration in the trade register as an undertaking that makes workers available) and holds, where applicable, certification in accordance with NEN 4400-1 (SNA certification mark);

e. as hirer, the client may, alongside the TSG entity, be jointly and severally liable for the payroll tax and VAT associated with the making available of personnel, and may also be jointly responsible for the correct application of the hirer's remuneration (inlenersbeloning).

5. Under variant B, in derogation of the provisions of article 10.3, the TSG entity is only liable for direct damage intentionally caused by the employee, up to a maximum of € 100,000.00.

6. The qualification of the legal relationship between the TSG entity, the client and the employee as variant A or variant B is not determined solely by the designation the parties have given it in the agreement, quotation or order confirmation, but by the manner in which the parties actually perform the agreement. Insofar as actual performance deviates from the contractual designation, actual performance shall determine the qualification.

4 C. ADDITIONALLY APPLICABLE TO SOFTWARE DEVELOPMENT

Applicable to software development (which also includes UX/UI design, web applications, embedded software, search engine optimisation (SEO), and Google Ads (SEA))

4.1 Article 21 Scope of services/assignment

The scope of the services shall be described as precisely as possible in an agreement or order confirmation.

4.2 Article 22 Software development and related services

If the agreement is (also) aimed at the TSG entity developing a website for the client, the following applies:

1. The client undertakes to provide the TSG entity, upon request, with all data the TSG entity needs to build the agreed website, and warrants the accuracy and completeness thereof.

2. Material (texts, photographs, graphic material) supplied by the client to the TSG entity is the property of the client. The client may not, without a licence, use material to which third parties hold intellectual property rights.

3. The TSG entity is not liable for third-party claims for infringement of intellectual property rights. The client is itself responsible for the content (such as text) on its website. The client indemnifies the TSG entity against third-party claims, on any ground whatsoever.

4. Unless the work does not lend itself to this, the TSG entity is at all times entitled to have its name stated on or removed from the work, and the client is not permitted, without prior consent, to publish or reproduce the work without stating the TSG entity's name.

5. Unless otherwise agreed, working drawings, illustrations, prototypes, designs, design sketches, films and other materials or (electronic) files created by the TSG entity in the context of the assignment remain the property of the TSG entity, regardless of whether these have been provided to the client or to third parties.

6. After completion of the assignment, neither the client nor the TSG entity has any obligation towards the other to retain the materials and data used.

7. Additional services such as maintaining a website, applying for a domain name, providing web hosting, SEO or SEA only form part of the arrangements made between the parties if this is explicitly included in the agreement or order confirmation.

8. The TSG entities do not in any way warrant that SEO or SEA services provided will lead to increased revenue or increased brand recognition for the client, since such results also depend on efforts to be made by the client following delivery.

5 D. ADDITIONALLY APPLICABLE TO SOFTWARE AS A SERVICE (SaaS), INCLUDING CONTENT MANAGEMENT SYSTEMS

5.1 Article 23 Content Management System

If the agreement concluded between the parties includes the use of a SaaS service, including a CMS (Content Management System), the following also applies:

1. The client is granted the non-exclusive right to use the CMS, subject to the conditions set out in the quotation, agreement or order confirmation, all within the limits of article 8 of these General Terms and Conditions.

2. The licence fee also includes the right to updates to the CMS and the modules implemented.

3. The client is only granted the right of use for the duration of the licence period; all intellectual property rights remain vested in the TSG entity.

4. The TSG entity reserves the right to modify the underlying software and is not obliged to maintain versions, functionalities and/or modules.

5. The TSG entity may, from time to time, where possible outside standard office hours and/or during weekends, take the service out of operation for maintenance and updates. It will notify the client of this in advance.

6. Unless otherwise agreed, the client shall itself set up that service for its own use (setting up, configuring, converting data, etc.).

7. The TSG entity does not warrant that the SaaS service will function without interruption. It will use its best efforts to remedy any errors in the software used within a reasonable period, provided the client reports any error in detail by e-mail.

8. The client's use of the CMS is entirely at the client's own expense and risk.

5.2 Article 24 Right of use and usage restrictions software

1. The TSG entity makes the agreed software available to the client for use, on the basis of a user licence (within the limits of article 8 of these General Terms and Conditions), for the duration of the agreement. The right to use the software is non-exclusive, non-transferable, may not be pledged and may not be sublicensed.

2. The TSG entity's obligation to make the software available, and the client's right of use, extend only to the so-called object code of the software. The client's right of use does not extend to the source code of the software. The source code of the software and the technical documentation created during its development shall not be made available to the client, even if the client is willing to pay financial compensation for it. Source code is only provided to the client against payment where custom software is involved.

3. If the parties have agreed that the software may only be used in combination with certain equipment, the client is entitled, in the event of a malfunction of that equipment, to use the software on other equipment with the same specifications for the duration of the malfunction.

4. The TSG entity may require that the client not start using the software until the client has obtained, from the TSG entity, from a party acting on the TSG entity's behalf, or from the software's producer, one or more codes required for use.

5. The client may only use the software within, and for the benefit of, its own business or organisation, and only to the extent necessary for the intended use. The client shall not use the software for the benefit of third parties.

6. The client is never permitted to sell, rent out, transfer or grant limited rights to the software, the associated codes for use and the media on which the software is or will be recorded, or to make it available to a third party in any manner, for any purpose or under any title whatsoever. Nor shall the client grant a third party access to the software – whether remotely (online) or otherwise – or have the software hosted by a third party, even if that third party uses the software solely for the benefit of the client.

7. Unless otherwise agreed, the TSG entity is not obliged to maintain the software and/or provide support to users and/or administrators of the software. If, in derogation of the foregoing, the TSG entity is asked to provide maintenance and/or support in respect of the software, the TSG entity may require the client to enter into a separate written agreement for that purpose.

E. ADDITIONALLY APPLICABLE TO THE DEVELOPMENT OF MACHINES, PRODUCTS, TOOLS AND/OR SOFTWARE

If the design and/or development of machines, products and/or software forms part of the arrangements made between the parties, the following applies:

5.3 Article 25 Requirements specification and delivery

1. The requirements that the item to be designed or developed must meet shall be set out in advance, as precisely as possible, in a requirements specification (programma van eisen).

2. If the requirements specification is amended at the client's request (whether or not following advice given by the TSG entity to that effect), any additional costs shall be charged to the Client.

3. The item to be designed/developed is deemed delivered if:

a. the client has approved the work;

b. the work is taken into use by the client;

c. the TSG entity has notified the client in writing or electronically that the work has been completed, and the client has subsequently failed to state in writing or electronically, within 14 days, that the work has not been approved;

d. the client does not approve the work on the basis of minor defects that do not prevent the work from being taken into use, and the TSG entity resolves the defects within 30 days.

4. If the client does not approve the work, this shall be done by providing a detailed written or electronic statement of the reasons.

5. Unless a different term has been agreed, the TSG entity warrants the soundness of the delivered performance for a period of three months after delivery. Any failures in performance on the part of the TSG entity that come to light during the warranty period will be remedied by the TSG entity. The warranty does not cover defects caused by:

a. normal wear and tear;

b. improper use;

c. maintenance not carried out, or carried out incorrectly;

d. installation, assembly, modifications or repairs carried out by the client itself or by a third party engaged by the client (this also includes defects resulting from software modifications not made by the TSG entity).

5.4 Article 26 Agile development

1. Article 25, paragraphs 1 and 2, do not apply if the parties opt for Agile development. In that case, the parties accept: (i) that the work will not, at the outset, be performed on the basis of complete or fully elaborated specifications; and (ii) that specifications, whether or not agreed at the outset of the work, may be adjusted by mutual agreement during performance of the agreement, in accordance with the project approach applicable to the development method concerned.

2. Before commencing performance of the agreement, the parties shall form one or more teams, consisting of representatives of both the Client and the TSG entity. The team shall ensure that communication lines remain short and direct, and that regular consultation takes place. The parties shall provide the capacity (FTEs) of team members, as agreed by each of them, in the roles and with the knowledge, experience and decision-making authority required for the performance of the agreement. The parties accept that the agreed capacity is the minimum required for the success of the project. The parties shall use reasonable efforts to keep key personnel, once deployed, available for as long as reasonably possible until the end of the project, unless circumstances arise that are beyond the control of the party concerned. During performance of the agreement, the parties shall jointly, by mutual agreement, make decisions regarding the specifications applicable to the next phase of the project and/or the next sub-development. The Client accepts the risk that the software and/or website will not necessarily meet all specifications. The Client shall ensure the permanent, active involvement and cooperation – supported by the Client's organisation – of relevant end users, including in relation to testing and in relation to (further) decision-making. The Client shall ensure that progress decisions to be taken by it during performance of the agreement are made promptly. In the absence of timely and clear progress decisions on the part of the client, in accordance with the project approach applicable to the development method concerned, the TSG entity is entitled – though not obliged – to take the decisions it deems appropriate.

3. If the parties agree on one or more testing moments, testing shall be carried out solely on the basis of objective, measurable criteria agreed in advance (such as conformity with development standards). Errors or other defects shall only be remedied if the responsible team decides to do so, and shall be carried out within a subsequent iteration. If an additional iteration proves necessary for this purpose, the costs thereof shall be borne by the client. Following the final development phase, the TSG entity is not obliged to carry out remedial work in respect of errors or other defects, unless expressly agreed otherwise in writing.

F. ADDITIONALLY APPLICABLE TO OTHER SERVICES

5.5 Article 27 Service Level Agreement (SLA)

1. Any arrangements regarding a service level (Service Level Agreement) shall only be agreed expressly in writing. The client shall at all times promptly inform the TSG entity of all circumstances that affect or may affect the service level and its availability.

2. If arrangements regarding a service level have been made, the availability of the software, hardware, systems and related services supplied shall always be measured in such a way that outages announced in advance by the TSG entity for preventive, corrective or adaptive maintenance or other forms of service, as well as circumstances beyond the TSG entity's control, are disregarded. Save for evidence to the contrary provided by the client, the availability measured by the TSG entity shall constitute full proof.

5.6 Article 28 Back-up

1. If the services provided to the client under the agreement include making back-ups of the client's data, the TSG entity shall, in accordance with the periods agreed in writing, or, failing that, once a week, make a full back-up of the client's data in its possession. In the absence of arrangements regarding the retention period, the TSG entity shall retain the back-up for the period customary at the TSG entity. The TSG entity shall retain the back-up with due care, as would be expected of a prudent custodian.

2. The client itself remains responsible for compliance with all statutory record-keeping and retention obligations applicable to it.

5.7 Article 29 Domain name and IP addresses

If it has been agreed that the TSG entity will assist the client in obtaining a domain name and/or IP address, the provisions of this article shall also apply.

1. Application for, allocation of and any use of a domain name and/or IP address depend on, and are subject to, the applicable rules and procedures of the relevant registration authorities, including the Stichting Internet Domeinregistratie Nederland (the Dutch foundation for internet domain registration). The relevant authority decides on the allocation of a domain name and/or IP address.

2. If the TSG entity registers a domain name in its own name on behalf of the Client, the Contractor shall cooperate with the Client's requests to transfer, assign or cancel that domain name.

3. The client shall comply with the rules imposed by registration authorities for the application for, allocation of or use of a domain name. Failure to comply with these rules may result in the registration authority rendering the domain name inaccessible or unusable, or requiring the TSG entity to do so.

4. In the event of dissolution of the Agreement due to the client's default, the TSG entity is entitled to cancel all domain names registered in the client's name, subject to a notice period of two months.

5.8 Article 30 Support services

1. If the TSG entity's services under the agreement also include support to users and/or administrators of the software, the TSG entity will provide advice online, by telephone or by e-mail on the use and functioning of the software referred to in the agreement.

2. The client shall describe support requests as fully and in as much detail as possible, so as to enable the TSG entity to respond adequately. The TSG entity may impose requirements regarding the manner of reporting, qualifications, and the number of persons eligible for support. The TSG entity will handle properly substantiated requests for support within a reasonable period, in accordance with its customary procedures. The TSG entity does not warrant the accuracy, completeness or timeliness of responses or support provided. Support is provided on working days during the TSG entity's standard opening hours.

3. If the TSG entity's services under the agreement also include the provision of so-called 'standby services', the TSG entity will keep one or more staff members available during the days and at the times stated in the agreement. In that event, the client is entitled, in urgent cases, to call on the support of the staff members kept available if there are serious malfunctions, errors or other serious defects in the functioning of the software. The TSG entity does not warrant that these will be resolved in time.

Eindhoven, Aug 2026

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