GENERAL (DELIVERY AND USAGE) TERMS AND CONDITIONS

The Sales Studios B.V. - "Reptune"

Version 1.3 - June 30, 2025

Section I General provisions

Article 1 Definitions

Article 2 Applicability and ranking

1. These terms and conditions ("Terms") apply to any Quotation, Agreement and acts (legal or otherwise) building upon them.
2. Ranking in case of conflict:

1. Engagement letter, SLA and/or processor agreement;
2. These Terms;
3. Other written agreements.

1. Deviations from the Terms may only be made in writing.
2. Purchasing or other terms and conditions of Customer are expressly rejected.

Article 3 Establishment of the Agreement

1. An Offer is without obligation unless it specifies a period of validity.
2. The Agreement is established when (i) Customer accepts the Quotation in writing or electronically or (ii) Customer actually uses the Platform.
3. Customer guarantees the accuracy and completeness of the data it has provided.

Article 4 Right of use and accounts

1. Supplier grants Customer a non-exclusive, non-transferable, non-sublicensable right to use the Platform internally for as long as the Agreement continues.
2. One Login Account is created for each User; sharing of accounts is prohibited.
3. Customer activates and deactivates Login Accounts upon personnel changes and is liable for all actions under its accounts.
4. Customer shall not rent, sell, reverse engineer, make available to third parties or disclose the Platform.
5. Supplier may suspend access or accounts if (a) Customer materially violates the Agreement or (b) urgent security circumstances require it; Supplier shall inform Customer in advance and grant - if reasonably possible - a recovery period of five (5) Business Days.

Article 5 Availability and maintenance

1. Supplier shall make every effort to achieve 98% annual availability.
2. For uptime calculation are excluded:

1. pre-announced maintenance (max. 8 hours per month);
2. force majeure (Article 16).

1. If availability falls below 95% in a calendar year, Customer will receive, upon request, a service credit of five percent (5%) of the annual fee; this is the exclusive remedy.
2. Supplier may roll out new versions and features; material adverse changes shall be notified at least thirty (30) days in advance.

Article 6 Obligations of Customer

1. Customer shall use the Platform in compliance with all applicable laws and regulations, including the AVG.
2. Customer guarantees that files uploaded by it are free of viruses and malware and indemnifies Supplier against all damages resulting from violation.

Article 7 Compensation and payment

1. Rates are in euros and do not include VAT and other taxes.
2. Invoices will be sent electronically; payment within fourteen (14) days of invoice date.
3. Upon default, Customer shall owe statutory commercial interest and reasonable collection costs; Supplier may suspend access.
4. Supplier may adjust rates annually on January 1 in accordance with the CPI (CBS). In case of negative CPI, rates will remain unchanged.
5. Discounts or promotions apply only once unless otherwise agreed in writing.

Article 8 Intellectual property

1. All IP rights to the Platform, the Services and the Content belong exclusively to Supplier or its licensors.
2. To the extent necessary for hosting and providing the Services, Customer grants Supplier a non-exclusive license to the Customer Content, limited to the term and scope of the Agreement.
3. Customer retains all other rights to its Customer Content.

Article 9 Data portability and deletion

1. Within thirty (30) days of termination of the Agreement, Customer may request export of Customer Content in a common file format free of charge.
2. After the end of the period mentioned in paragraph 1, Supplier is entitled to irreversibly delete all Customer Content.

Article 10 Confidentiality and privacy

1. The parties shall keep confidential information strictly confidential and use it only for the performance of the Agreement.
2. If Supplier processes personal data on behalf of Customer, the Parties shall enter into a processor agreement in accordance with Article 28 AVG.
3. Supplier applies appropriate technical and organizational security measures and provides an independent assurance report (e.g. ISO 27001) upon request.

Article 11 Audit right

1. Customer may conduct a security or privacy audit through an independent certified auditor no more than once per contract year, at its own expense.
2. Supplier may reject a proposed auditor and propose a reasonable alternative.
3. Findings remain confidential; only deficiencies are reported.

Article 12 Liability and indemnification

1. Supplier shall not be liable for indirect or consequential damages, including lost profits, loss of data, reputation damage or business interruption.
2. Supplier's total liability is limited to the amount paid out by its corporate liability insurance for the relevant claim.
3. If the insurer does not make a payment, Supplier shall not be liable for that claim.
4. Customer indemnifies Supplier against third party claims related to Customer Content or use of the Platform in violation of these Terms and Conditions.

Article 13 Duration and termination

1. The Agreement shall run for the initial term specified in the Quotation, failing which twelve (12) months, and shall be tacitly renewed thereafter for periods of twelve (12) months each.
2. Termination by the end of the current term shall be in writing with three (3) months notice.
3. Dissolution with immediate effect shall be possible if the other party (a) goes bankrupt or applies for a moratorium, or (b) after notice of default with thirty (30) days recovery period, materially fails.
4. Confidentiality, IP rights, limitations of liability and choice of forum will remain in effect after termination.

Article 14 Transfer

Customer may assign rights or obligations only with the prior written consent of Supplier. Supplier may assign or pledge its claims for payment at any time.

Article 15 Applicable law, disputes & mediation

1. The Agreement is exclusively governed by Dutch law.
2. Disputes shall first be submitted to ICT-mediation according to the regulations of the Stichting Geschillenoplossing Automatisering (SGOA). If mediation fails to produce a solution within thirty (30) days, the Court of Zeeland-West-Brabant, location Breda, shall have exclusive jurisdiction.

Section II Force majeure

Article 16 Force majeure

1. Neither Party shall be required to perform any obligations if prevented from doing so by force majeure (including telecom failures, cyber attacks, pandemics, power failures, government measures, strikes).
2. If force majeure lasts longer than sixty (60) days, each Party may terminate the Agreement in writing without liability for damages.

Section III AI-specific provisions

Article 17 Transparency

Supplier shall document operation and purpose of AI functionalities and notify major model changes at least thirty (30) days in advance.

Article 18 Data Use

Supplier processes Customer Content solely for performance of the Agreement and - after anonymization or aggregation - for improvement of AI models, unless Customer objects in writing.

Article 19 IP rights and license to AI output

Customer receives a non-transferable internal right to use AI output; Supplier may reuse anonymized statistical patterns for generic improvement.

Article 20 Bias, review and liability

1. Client recognizes the probabilistic nature of AI output and performs human verification before business-critical decisions.
2. Customer shall promptly report in writing any suspected bias or discrimination; Supplier shall investigate and take mitigating action as necessary.
3. Supplier shall not under any circumstances be liable for damages arising from AI output, whether or not Customer has reviewed such output; the limitation of liability in Article 12 shall continue to apply in full.

Section IV Closure

Article 21 Modification of Terms and Conditions

Supplier may amend these Terms and Conditions. Amendments shall take effect thirty (30) days after notice, unless Customer cancels in writing within that period. Continued use shall constitute acceptance.

Article 22 Salvationist provision

If any provision is invalid, the other provisions shall remain in full force and effect; the Parties shall replace the invalid provision with a provision of similar intent.