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LEGAL & COMPLIANCE

General Terms and Conditions of SOKOLAI B.V.

Effective Date: 13 March 2026

Article 1 - Definitions

  1. SOKOLAI B.V., located in Hilversum, The Netherlands, registered with the Dutch Chamber of Commerce (KvK) number 96716835, is referred to in these general terms and conditions as the service provider.
  2. The counterparty of the service provider is referred to in these general terms and conditions as the client.
  3. The service provider and the client are collectively referred to as the parties.
  4. The agreement refers to the agreement for the provision of services between the parties.

Article 2 - Applicability of general terms and conditions

  1. These conditions apply to all quotations, offers, activities, agreements, and deliveries of services or goods by or on behalf of the service provider.
  2. Deviation from these conditions is only possible if expressly agreed upon in writing by the parties.

Article 3 - Payment

  1. Invoices must be paid within 30 days after the invoice date, unless the parties have made other written arrangements or a different payment term is stated on the invoice.
  2. Payments shall be made without any reliance on suspension or set-off by transferring the amount due to the bank account number specified by the service provider.
  3. If the client does not pay an invoice within the agreed term, they are legally in default, without requiring any notice of default. From that moment on, the service provider is entitled to suspend its obligations until the client has fulfilled their payment obligations.
  4. If the client remains in default, the service provider will proceed with collection. The costs related to that collection will be borne by the client.
  5. When the client is in default, they owe the service provider statutory (commercial) interest, extrajudicial collection costs, and any other damages in addition to the principal sum. The collection costs are calculated in accordance with the Dutch Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
  6. In the event of the client's liquidation, bankruptcy, attachment, or suspension of payment, the service provider's claims against the client become immediately due and payable.
  7. If the client refuses to cooperate with the service provider's execution of the assignment, they are still obliged to pay the agreed price to the service provider.

Article 4 - Offers and quotations

  1. The service provider's offers are valid for a maximum of 1 month, unless a different acceptance term is stated in the offer. If the offer is not accepted within the stated term, the offer expires.
  2. Delivery times in quotations are indicative and do not entitle the client to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
  3. Offers and quotations do not automatically apply to repeat orders. The parties must expressly agree to this in writing.

Article 5 - Prices

  1. The prices mentioned on offers, quotations, and invoices of the service provider are exclusive of VAT and any other government levies, unless expressly stated otherwise.
  2. The prices of goods are based on the cost prices known at that time. Increases in these, which could not have been foreseen by the service provider at the time of making the offer or concluding the agreement, may give rise to price increases.
  3. With regard to the service provision, the parties may agree on a fixed price when concluding the agreement.
  4. If no fixed price has been agreed upon, the rate relating to the service provision can be determined based on the actual hours spent. The rate is calculated according to the customary hourly rates of the service provider, applicable for the period in which they perform the work, unless a deviating hourly rate has been agreed upon.
  5. If no rate based on the actual hours spent has been agreed upon, a target price will be agreed upon for the service provision, whereby the service provider is entitled to deviate from this by up to 10%. If the target price will turn out to be more than 10% higher, the service provider must inform the client in a timely manner why a higher price is justified. In that case, the client has the right to cancel a part of the assignment that exceeds the target price increased by 10%.

Article 6 - Price indexing

  1. The prices and hourly rates agreed upon at the time of entering into the agreement are based on the price level applied at that time. The service provider has the right to adjust the fees to be charged to the client annually as of January 1st.
  2. Adjusted prices, rates, and hourly rates will be communicated to the client as soon as possible.

Article 7 - Provision of information by the client

  1. The client shall make all information relevant to the execution of the assignment available to the service provider.
  2. The client is obliged to make all data and documents that the service provider believes are necessary for the correct execution of the assignment available in a timely manner, in the desired form, and in the desired manner.
  3. The client guarantees the accuracy, completeness, and reliability of the data and documents made available to the service provider, even if these originate from third parties, insofar as the nature of the assignment does not dictate otherwise.
  4. The client indemnifies the service provider against any damage in whatever form arising from failure to comply with what is stated in the first paragraph of this article.
  5. If and insofar as the client requests this, the service provider shall return the relevant documents.
  6. If the client fails to provide the data and documents required by the service provider, or fails to do so in a timely or proper manner, and the execution of the assignment is delayed as a result, any resulting extra costs and fees will be borne by the client.

Article 8 - Withdrawal of assignment

  1. The client is free to terminate the assignment to the service provider at any given time.
  2. When the client withdraws the assignment, the client is obliged to pay the due fee for the work performed and the expenses incurred by the service provider.

Article 9 - Execution of the agreement

  1. The service provider executes the agreement to the best of their knowledge and ability and in accordance with the requirements of good workmanship.
  2. The service provider has the right to have work performed by third parties.
  3. The execution takes place in mutual consultation and after written agreement and payment of any agreed advance.
  4. It is the responsibility of the client that the service provider can start the assignment on time.

Article 10 - Contract duration of the assignment

  1. The agreement between the client and the service provider is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
  2. If the parties have agreed on a term for the completion of certain activities within the duration of the agreement, this is never a strict deadline. If this term is exceeded, the client must give the service provider notice of default in writing.

Article 11 - Modification of the agreement

  1. If, during the execution of the agreement, it appears that it is necessary for a proper execution of the assignment to modify or supplement the work to be performed, the parties shall adjust the agreement accordingly in a timely manner and in mutual consultation.
  2. If the parties agree that the agreement will be modified or supplemented, the time of completion of the execution may be affected as a result. The service provider shall inform the client of this as soon as possible.
  3. If the modification of or addition to the agreement has financial and/or qualitative consequences, the service provider shall inform the client of this in writing as soon as possible.
  4. If the parties have agreed on a fixed fee, the service provider will indicate to what extent the modification or addition to the agreement will result in this fee being exceeded.

Article 12 - Force majeure

  1. In addition to the provisions of Article 6:75 of the Dutch Civil Code (BW), a shortcoming of the service provider in the fulfillment of any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the service provider's will, as a result of which the fulfillment of its obligations towards the client is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be required of the service provider. These circumstances also include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions, and work stoppages.
  2. If a situation as referred to above arises as a result of which the service provider cannot meet its obligations towards the client, those obligations will be suspended for as long as the service provider cannot meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.
  3. In the case referred to in the second paragraph of this article, the service provider is not obliged to pay any compensation for damages, even if the service provider enjoys any advantage as a result of the force majeure situation.

Article 13 - Set-off

  1. The client waives their right to offset a debt to the service provider against a claim on the service provider.

Article 14 - Suspension

  1. The client waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 15 - Transfer of rights

  1. Rights of a party from this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with property law effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code (BW).

Article 16 - Forfeiture of the claim

  1. Any right to compensation for damage caused by the service provider expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code (BW).

Article 17 - Nature of the agreement

  1. The parties have entered into an agreement of a service-providing nature.

Article 18 - Insurance

  1. The client is obliged to adequately insure and keep insured delivered items that are necessary for the execution of the underlying agreement, as well as items of the service provider that are present at the client's premises and items delivered subject to retention of title, against, among other things, fire, explosion, and water damage, as well as theft.
  2. The client shall provide the policy of these insurances for inspection upon first request.

Article 19 - Liability for damage

  1. The service provider is not liable for damage arising from this agreement, unless the service provider has caused the damage intentionally or through gross negligence.
  2. If the service provider owes compensation to the client, the compensation will not exceed the fee.
  3. Any liability for damage arising from or related to the execution of an agreement is always limited to the amount paid out in the relevant case by the concluded (professional) liability insurance(s). This amount is increased by the amount of the deductible according to the relevant policy.
  4. The limitation of liability also applies if the service provider is held liable for damage that directly or indirectly arises from the improper functioning of equipment, software, data files, registers, or other items used by the service provider in the execution of the assignment.
  5. The liability of the service provider for damage that is the result of intent or deliberate recklessness on the part of the service provider, their managers, or subordinates is not excluded.

Article 20 - Liability of the client

  1. In the event that an assignment is granted by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that assignment.
  2. If an assignment is granted directly or indirectly by a natural person on behalf of a legal entity, this natural person can also be the client privately. For this, it is required that this natural person can be considered as the (co-)policymaker of the legal entity.
  3. In the event of non-payment by the legal entity, the natural person is therefore personally liable for the payment of the invoice, regardless of whether it, whether or not at the request of the client, is addressed to a legal entity or to the client as a natural person, or both.

Article 21 - Indemnification

  1. The client indemnifies the service provider against all claims from third parties that relate to the goods and/or services delivered by the service provider.

Article 22 - Duty to complain

  1. The client is obliged to report complaints about the work performed directly to the service provider in writing. The complaint contains a description of the shortcoming that is as detailed as possible, so that the service provider is able to respond adequately.
  2. A complaint can in any case not lead to the service provider being obliged to perform other activities than those agreed upon.

Article 23 - Retention of title, right of suspension, and right of retention

  1. The items present at the client's premises and delivered items and parts remain the property of the service provider until the client has paid the entire agreed price. Until that time, the service provider can invoke its retention of title and take back the items.
  2. If the agreed advance payment amounts are not paid or not paid on time, the service provider has the right to suspend the work until the agreed part is still paid. In that case, there is a creditor's default. A delayed delivery cannot be held against the service provider in that case.
  3. The service provider is not authorized to pledge or in any other way encumber the items falling under its retention of title.
  4. If items have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has a right of retention. The item will then not be delivered until the client has paid in full and in accordance with the agreement.
  5. In the event of liquidation, insolvency, or suspension of payment of the client, the obligations of the client are immediately due and payable.

Article 24 - Intellectual property

  1. Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent right, trademark right, design right, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc.
  2. The aforementioned absolute intellectual rights may not be copied, shown to third parties, and/or made available or used in any other way without written permission from the service provider.
  3. The client is obliged to maintain confidentiality regarding the confidential information made available to them by the service provider.
  4. Confidential information includes in any case that to which this article relates, as well as the company data.
  5. The client is obliged to impose a written duty of confidentiality on their personnel and/or third parties involved in the execution of this agreement, with the same scope as this provision.

Article 25 - Confidentiality

  1. The client keeps the information (in whatever form) received from the service provider and all other information concerning the service provider that they know or should reasonably suspect to be secret or confidential, or information of which they can expect that its dissemination can cause damage to the service provider, secret and takes all necessary measures to ensure that the client also keeps said information secret.
  2. The duty of confidentiality referred to in the first paragraph of this article does not apply to information:
    1. that was already public at the time the client received this information or has subsequently become public without a violation of a duty of confidentiality resting on them.
    2. of which the client can prove that this information was already in their possession at the time of provision by the service provider.
    3. that the client has received from a third party, whereby this third party was entitled to provide this information to the client.
    4. that is made public by the client on the basis of a legal duty.
  3. The duty of confidentiality described in this article applies for the duration of this agreement and for a period of three years after its termination.

Article 26 - Penalty for breach of confidentiality obligation

  1. If the client breaches the article of these general terms and conditions concerning confidentiality, the client forfeits an immediately payable penalty of €5,000 for each breach, payable to the service provider, and an additional amount of €500 for each day the breach continues. This applies regardless of whether the breach is attributable to the client. Moreover, no prior notice of default or legal proceedings is required for the forfeiture of this penalty. There also does not need to be any form of damage.
  2. The forfeiture of the penalty referred to in the first paragraph of this article does not prejudice the other rights of the service provider, including their right to claim damages in addition to the penalty.

Article 27 - Non-solicitation of personnel

  1. The client shall not employ employees of the service provider (or of companies that the service provider has engaged to execute this agreement and that are or have been involved in its execution). Furthermore, the client shall not let them work for themselves in any other way, directly or indirectly.
  2. The prohibition in paragraph 1 applies for the term of the agreement and for six months after its termination. There is one exception to this prohibition: the parties may make other arrangements in good business consultation. These arrangements apply insofar as they have been recorded in writing.

Article 28 - Amendment of general terms and conditions

  1. The service provider may amend or supplement these general terms and conditions at any time.
  2. Amendments of minor importance can be made at any time.
  3. The service provider will discuss major substantive changes with the client as far in advance as possible.

Article 29 - Applicable law and competent court

  1. Dutch law exclusively applies to every agreement between the parties.
  2. The Dutch court in the district where the service provider is established/practices/holds an office has exclusive jurisdiction to hear any disputes between the parties, unless the law strictly prescribes otherwise.