Terms and conditions.

Article 1. Definitions

In these General Terms and Conditions, the following terms mean:

1. De Compliance Afdeling: the private limited liability company De Compliance Afdeling B.V., established at Burgermeester Oudlaan 50, (3062) Rotterdam, and registered with the Chamber of Commerce under number 90016319. De Compliance Afdeling operates in the field of compliance, including certification and compliance with laws and regulations. De Compliance Afdeling is the user of these General Terms and Conditions, which apply to all Services it offers and/or Work it performs or products it supplies for the Client.

2. Services: De Compliance Afdeling's services include, but are not limited to:

• a. certification;
• b. consultancy;
• c. fraud investigation;
• d. carrying out and implementing Data Privacy Impact Assessments (DPIAs);
• e. preparing and assessing questionnaires for processors and controllers;
• f. providing a Data Protection Officer (DPO);
• g. conducting an Internal Audit.
• h. providing the Compliance Tool.

3. Engagement: the agreement concluded between De Compliance Afdeling and the Client for providing Services and/or performing Work or supplying products in the field of compliance in the broadest sense.

4. Client: the party that has engaged De Compliance Afdeling to deliver a project or part of a project by providing Services and/or performing Work, and/or the party negotiating with De Compliance Afdeling, to whom a Quotation is addressed and/or who has concluded an Agreement with De Compliance Afdeling and/or uses or has used De Compliance Afdeling's Services.

5. Agreement: the agreement concluded between De Compliance Afdeling and the Client concerning the provision of specific Services and/or performance of Work and/or supply of products by De Compliance Afdeling to the Client.

6. Quotation: a Quotation is an estimate, specified to a greater or lesser degree, of the costs or fees associated with the Services and/or Work and/or the rates payable.

7. Work: the activities performed by De Compliance Afdeling in providing the Services, including, but not limited to, preparing reports, providing support and advice on compliance, privacy and information security, and conducting audits. De Compliance Afdeling performs this work with a team including compliance officers, privacy officers, information security officers, IT engineers and ISO auditors.

Article 2. General provisions and applicability

1. These General Terms and Conditions apply to every Quotation, Engagement and Agreement between De Compliance Afdeling and the Client and/or to all Services, Work, advice, acts and/or deliveries of products by or on behalf of De Compliance Afdeling for the Client. These General Terms and Conditions form an integral part of the relevant Quotation, Engagement or Agreement between the Client and De Compliance Afdeling. They also apply to supplementary, amended and subsequent agreements with the Client and/or additional work.

2. These General Terms and Conditions also apply to all Agreements with De Compliance Afdeling where De Compliance Afdeling engages third parties in their performance.

3. No deviation from these General Terms and Conditions is permitted. Deviations apply only if recorded in writing and signed for acceptance by both parties.

4. The applicability of the Client's General Terms and Conditions, Purchasing Conditions or other Conditions is expressly rejected.

5. If one or more provisions of these General Terms and Conditions are void or annulled, the remaining provisions remain fully effective. In that case, the parties will consult to agree replacement provisions, observing the purpose and intent of the original provision as closely as possible.

6. These General Terms and Conditions are stipulated not only for De Compliance Afdeling; all natural or legal persons engaged or involved by De Compliance Afdeling in any capacity in performing an Agreement with the Client (including third parties, employees and/or auxiliary persons engaged by De Compliance Afdeling, as well as its management and/or directors) may also invoke all provisions of these General Terms and Conditions.

8. If there is uncertainty about the interpretation of one or more provisions and/or a situation arises between the parties that is not addressed in these General Terms and Conditions, the interpretation and/or assessment of that situation must follow the spirit of their provisions.

9. If De Compliance Afdeling does not always require strict compliance with these General Terms and Conditions, this does not mean their provisions do not apply or that De Compliance Afdeling has in any way waived its right to require strict compliance in other cases.

10. De Compliance Afdeling may unilaterally amend these General Terms and Conditions at any time. Amendments will also apply to Agreements already concluded. The most recent version of these General Terms and Conditions applies.

11. De Compliance Afdeling alone is the Contractor under an Agreement with the Client, in whatever capacity, unless the parties have expressly agreed otherwise.

Article 3. Quotations, offers and formation of the Agreement

1. De Compliance Afdeling's Quotations, in any form, are non-binding. A Quotation remains open for written acceptance by the Client for 14 days.

2. De Compliance Afdeling submits an offer and/or Quotation in writing, unless urgent circumstances make this impossible.

3. The Quotation contains cost and/or price estimates, budgets and/or hourly or other rates for the described Services and/or Work. De Compliance Afdeling's Quotation contains an accurate description of the Services and/or Work offered and/or products to be supplied. The description is sufficiently detailed to enable the Client to assess De Compliance Afdeling's offer properly. Obvious mistakes or errors in the offer cannot bind De Compliance Afdeling.

4. All Services and/or Work not described in the offer or resulting from incorrect or incomplete information supplied by the Client are considered additional work or subsequent Engagements and will be invoiced separately to the Client by De Compliance Afdeling. De Compliance Afdeling is not obliged to accept requests for additional work or subsequent Engagements and may require the Client to conclude a new written Agreement first.

5. If De Compliance Afdeling's offer is based on information provided by the Client and that information proves incomplete and/or incorrect or is subsequently changed, De Compliance Afdeling may unilaterally adjust the prices, rates, pricing factors and/or delivery periods stated in the offer. The Client must accept the changed circumstances and fulfil its payment obligations.

6. If the Client's acceptance differs from the Quotation, De Compliance Afdeling is not bound by it. The Agreement is then not concluded on the basis of that differing acceptance, unless De Compliance Afdeling states otherwise in writing.

7. A composite price quotation does not oblige De Compliance Afdeling to perform part of the Engagement for a corresponding proportion of the quoted price.

8. The Client cannot derive rights from Quotations referred to in paragraph 1 of this Article unless the Client accepts within the 14-day validity period.

9. The Agreement for the Engagement is concluded when the Client accepts De Compliance Afdeling's Quotation in writing and/or through an engagement confirmation sent by De Compliance Afdeling to the Client and/or following the Client's acceptance by email. Performance of an Agreement starts only when a Quotation or written Agreement has been signed, returned and received by De Compliance Afdeling, or when De Compliance Afdeling, with or without an express request, has begun performing the Agreement in accordance with the Quotation and/or engagement confirmation.

10. De Compliance Afdeling's engagement confirmation is deemed to reflect the content and intent of the Agreement accurately and completely.

11. De Compliance Afdeling may require advance payment from the Client unless the parties have agreed otherwise in writing. De Compliance Afdeling is obliged to perform or continue performance only after receiving that advance payment. De Compliance Afdeling may also invoice the Client during performance for costs advanced by it or third parties it has engaged. De Compliance Afdeling is obliged to perform or continue performance only after it has received payment for those third parties.

12. De Compliance Afdeling may refuse an Engagement at any time without giving reasons.

13. De Compliance Afdeling's offers and/or Quotations do not automatically apply to the Client's future engagements and/or orders.

14. An accepted Engagement may be changed only with both parties' written approval. Any additional costs resulting from a change are borne entirely by the Client. De Compliance Afdeling will inform the Client of any additional costs as soon as possible. Changes may cause De Compliance Afdeling to exceed the agreed delivery or performance period.

Article 4. Client obligations

1. To enable proper and timely performance of the Engagement, the Client must provide, in good time and no later than 14 days before the Work and/or Services begin, all documents, data and/or information that De Compliance Afdeling identifies as necessary or that the Client should understand to be necessary for performing the Work or providing the Services.

2. This also applies to making available the Client's employees who will be involved in De Compliance Afdeling's work.

3. If documents, data and/or information necessary for performing the Engagement or providing the Services are not available to De Compliance Afdeling, are not available in time or are not provided as agreed, or if the Client otherwise fails to fulfil its obligations, De Compliance Afdeling may suspend performance of the Agreement and charge the resulting costs to the Client at its usual rates.

4. The Client warrants the accuracy, completeness and reliability of the documents, data and/or information provided. This also applies where they originate from third parties, unless the nature of the Agreement dictates otherwise.

5. If the Client fails to provide the documents, data and/or information reasonably requested by De Compliance Afdeling, or fails to do so in time or properly, and this delays performance of the Agreement, all resulting additional costs and/or hours and/or damage are borne entirely by the Client. De Compliance Afdeling may also dissolve the Agreement immediately, without the Client being entitled to any compensation or damages.

Article 5. Performance of the Agreement

1. De Compliance Afdeling will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good professional practice. In performing the Agreement, De Compliance Afdeling will take the Client's wishes into account as far as possible, but retains the creative and intellectual freedom to reach conclusions based on its own insights, methods and interpretations that affect the content or outcome of the Services and/or Work.

2. De Compliance Afdeling will endeavour to serve the Client's interests to the best of its knowledge and aim for an outcome useful to the Client following the Services and/or Work. However, De Compliance Afdeling cannot guarantee that the Services and/or Work will always achieve the Client's desired result and is never liable for failure to achieve that result.

3. If and insofar as proper performance of the Agreement requires it, De Compliance Afdeling may have certain Services and/or Work carried out by third parties. Where reasonably possible, De Compliance Afdeling will select these third parties after consultation with the Client and with due care. De Compliance Afdeling is not liable for third parties' shortcomings. All costs associated with engaging third parties are borne entirely by the Client.

4. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

5. If the parties have agreed that the Services and/or Work will be performed in phases, De Compliance Afdeling may suspend performance of the next phase until the Client has approved the results of the preceding phase in writing. Resulting costs and any damage are borne by the Client.

6. De Compliance Afdeling may invoice the Client separately for completed phases.

7. Any deficient provision by the Client of information, data, materials, products, software or other items that requires De Compliance Afdeling to perform more Work and/or incur more costs than it could reasonably have expected when entering into the Agreement constitutes grounds for increasing the agreed price and/or rates.

8. Any period specified by De Compliance Afdeling to the Client for performance of the Agreement is approximate and indicative only. The Client cannot terminate the Agreement because the period is exceeded. If De Compliance Afdeling cannot perform the Engagement within the period, the parties will consult on extending the term of the Agreement. The Client is not entitled to dissolution or damages because the period is exceeded.

9. If a period is agreed during the term of the Agreement for completing certain Work and/or Services, it is never a strict deadline for De Compliance Afdeling.

10. Additional costs incurred by De Compliance Afdeling because of urgency requested by the Client are borne entirely by the Client.

Article 6. Changes to the Agreement and additional work

1. The Client accepts that the Agreement's schedule may be affected if the parties agree during performance to extend or change the approach, working method or scope of the Engagement and/or the resulting Services and/or Work.

2. If the Engagement changes during performance through the Client's actions, for example because of developing insights or failure to provide documents, data or employees in time, De Compliance Afdeling will make the necessary adjustments where the quality of the service requires it. If an adjustment results in additional work, this will be charged to the Client.

3. If, after acceptance, the Engagement proves impossible to perform because of circumstances unknown to De Compliance Afdeling, De Compliance Afdeling may require that, where possible, the Engagement be amended to make performance possible. Exceeding delivery periods or failing to achieve the agreed objectives, for any reason, does not oblige De Compliance Afdeling to compensate the Client for any damage suffered by the Client or third parties.

4. If the parties agree to amend or supplement the Agreement, this may affect the completion date, which the Client accepts. De Compliance Afdeling will inform the Client of this in writing.

5. If an amendment or supplement to the Agreement has financial and/or qualitative consequences, De Compliance Afdeling will inform the Client in writing.

6. If a fixed price has been agreed, De Compliance Afdeling will specify in writing to what extent the amendment or supplement to the Agreement results in an increase above the fixed price.

7. Where De Compliance Afdeling performs work outside the content or scope of the Agreement (additional work) at the Client's request or with its prior consent, the Client will pay De Compliance Afdeling for that work at its usual applicable rates. However, De Compliance Afdeling is not obliged to comply with such a request and may always require a separate written Agreement for the work.

Article 7. Duration, time periods and end of the Agreement following completion

1. If the Engagement is entered into for a fixed term, it ends automatically on the end date.

2. The parties may terminate an Engagement for an indefinite term by giving 3 calendar months' notice. Notice must be given in writing.

3. In certain cases, De Compliance Afdeling will notify the Client that the Engagement is complete. The provisions of the Quotation on this point are binding. Receipt by the Client of a final invoice for the relevant Work and/or Services may be taken to mean that De Compliance Afdeling considers the Engagement complete. If the Client disputes this, it must notify De Compliance Afdeling within 5 working days of receiving the invoice.

4. Any delivery period specified by De Compliance Afdeling to the Client is always indicative. It is never a strict deadline, and exceeding it never entitles the Client to dissolve the Agreement and/or claim damages. De Compliance Afdeling is not liable for exceeding these periods.

Article 8. Suspension, dissolution and cancellation by the Client

1. De Compliance Afdeling may suspend performance of its obligations or dissolve the Agreement with the Client in whole or in part, without being liable for any compensation to the Client, if:

• the Client fails to fulfil its obligations under the Agreement, in whole or in part;
• circumstances coming to De Compliance Afdeling's attention after the Agreement is concluded give it good reason to fear that the Client will not fulfil its obligations;
• where there is good reason to fear that the Client will perform only partly or improperly, suspension is permitted only insofar as the failure justifies it;
• the Client was asked when entering into the Agreement to provide security for fulfilling its obligations and that security is not provided or is insufficient.
• in the event of bankruptcy, application of the statutory debt restructuring scheme, suspension of payments, cessation, liquidation or partial transfer of the Client's business, including transfer of a substantial part of its receivables, or if the Client's assets are attached and the attachment is not lifted within a reasonably short period.

2. De Compliance Afdeling may also dissolve or have the Agreement dissolved if circumstances arise that make performance impossible or mean that, according to standards of reasonableness and fairness, it can no longer be required to perform the Agreement, or if other circumstances arise such that it cannot reasonably be expected to maintain the Agreement unchanged.

3. If the Agreement is dissolved, all De Compliance Afdeling's claims against the Client become immediately due and payable. If De Compliance Afdeling suspends performance of its obligations, it retains its rights under the law and the Agreement.

4. In the event of suspension or dissolution, De Compliance Afdeling always retains the right to claim damages from the Client.

5. An Agreement with De Compliance Afdeling may not be cancelled unless the parties have agreed otherwise in writing. If cancellation is permitted and the Client cancels the Agreement between its formation and the start date for the Work or Services, the following charges apply:

• Cancellation up to 14 days before the start date: 50% of the total amount;
• Cancellation up to 7 days before the start date: 75% of the total amount;
• Cancellation less than 3 days before the start date: the full amount.

6. If the Client cancels an Agreement, the Client must reimburse De Compliance Afdeling in full for all costs already incurred in its performance and all other costs arising from cancellation, without prejudice to De Compliance Afdeling's right to claim compensation for damage resulting from the Client's cancellation.

7. De Compliance Afdeling may require additional or other security from the Client at any time and may suspend performance of the Agreement if it is not provided. If the request for security is not met to De Compliance Afdeling's satisfaction, De Compliance Afdeling may suspend or refuse performance of all Agreements with the Client without being liable for any damages and without waiving its other rights under the Agreement or the law.

Article 9. Complaints

1. Complaints about the outcome of the Services and/or Work must be submitted to De Compliance Afdeling in writing within 7 working days after completion of the Engagement.

2. Complaints about invoices must be notified to De Compliance Afdeling no later than 5 working days after receipt. Once this period expires, the Client is deemed to have accepted the invoice.

Article 10. Confidentiality

1. The parties must keep confidential all confidential information obtained from each other or from another source in connection with the Agreement. All information is considered confidential unless expressly stated otherwise in writing.

2. If a statutory provision or court ruling requires De Compliance Afdeling to disclose confidential information to third parties designated by law or the competent court, and it cannot invoke a statutory right of non-disclosure or one recognised or permitted by the competent court, De Compliance Afdeling is not liable to the Client for compensation or indemnification for breaching confidentiality, and the Client is not entitled to dissolve the Agreement on the basis of any resulting damage.

3. The mutual confidentiality obligation continues after the Agreement ends.

4. The Client and De Compliance Afdeling must impose their obligations under this Article on any third parties they engage.

Article 11. Intellectual property rights

1. All Intellectual Property Rights in products developed, created or supplied by or on behalf of De Compliance Afdeling under the Agreement and/or in the results of Work performed and/or Services provided, including, but not limited to, reports, documents, advice and the Compliance Tool, belong exclusively to De Compliance Afdeling or third parties it engages, unless the parties expressly agree otherwise in writing. Supplying products to the Client or performing Work and/or providing Services does not transfer any Intellectual Property Rights.

2. Unless the parties agree otherwise in writing, and provided the Client has fully met its payment obligations to De Compliance Afdeling, the Client obtains a non-exclusive, unlimited, transferable, perpetual and sublicensable right to use the products and/or results referred to in paragraph 1, solely for the agreed purposes and duration stated in the Agreement. Unless agreed otherwise in writing, the Client may use the products only for their intended use within its own business or organisation.

3. In exercising its right of use, the Client must strictly observe these General Terms and Conditions and any other conditions imposed by De Compliance Afdeling. Without De Compliance Afdeling's express written consent, the Client may not reproduce, publish, modify, use for other purposes or allow third parties to use the products or results referred to in paragraph 1. Different or additional use is permitted only with De Compliance Afdeling's express written consent and after the Client has paid a separately agreed fee for that additional or different use.

4. The Client warrants that it holds all intellectual property rights in the documents, information and/or data it provides. By granting the Engagement, the Client authorises De Compliance Afdeling to use those documents, information and/or data in accordance with the Engagement. The Client indemnifies De Compliance Afdeling against all third-party infringement claims relating to documents, data and/or information provided by the Client and used by De Compliance Afdeling.

5. If the Client breaches this Article, the breach and/or non-performance incurs an immediately payable penalty to De Compliance Afdeling of €25,000.00 per breach, plus €2,500.00 for each day the breach and/or non-performance continues. This penalty is not subject to set-off, suspension or reduction and does not affect De Compliance Afdeling's right also to claim full damages and/or performance.

Article 12. Prices and rates

1. If the Quotation specifies a fixed price, that is the agreed price. If it does not, the amount payable by the Client is calculated afterwards on the basis of De Compliance Afdeling's applicable hourly or other rates and provisional sums or third-party prices.

2. All prices and/or rates quoted by De Compliance Afdeling exclude VAT, other government taxes and levies, and costs such as travel costs and other expenses, unless expressly agreed otherwise.

3. Unless expressly agreed otherwise, all prices and/or rates are those stated in the Quotation and/or Agreement or otherwise specified by De Compliance Afdeling. Prices and/or rates in Quotations and Agreements are based on data and information supplied by the Client. Additions or changes to the Engagement, materials, data or information provided by the Client may result in changes to the prices in Quotations and Agreements. Price increases arising from those additions and changes are borne entirely by the Client. The Client accepts that the Engagement may change, including changes to fees, amounts payable, prices and/or rates. De Compliance Afdeling will notify the Client of the need for a price increase as soon as possible.

4. If, after issuing the Quotation and/or concluding the Agreement and during its performance, De Compliance Afdeling encounters unforeseen circumstances that increase costs or prices because of changes in laws and regulations, price changes by third parties or suppliers it engages, travel costs, expenses, wages, employer contributions and/or social security contributions and similar charges, or any other pricing factors, De Compliance Afdeling may increase the agreed price and/or rates accordingly and charge these to the Client.

5. Even if De Compliance Afdeling has agreed a fixed price and/or rates with the Client, it may increase them if, during performance, it becomes apparent that the work originally agreed or expected was underestimated when the Agreement was concluded to such an extent, through no fault attributable to De Compliance Afdeling, that it cannot reasonably be required to perform the agreed Services and/or Work at the original price and/or rates. De Compliance Afdeling will inform the Client as soon as possible. The Client must pay these additional costs.

6. Once a year, De Compliance Afdeling may adjust its prices and/or rates based on the annual change in the Consumer Price Index (CPI) published by Statistics Netherlands (CBS). Such an adjustment does not entitle the Client to terminate the Agreement.

Article 13. Invoicing and payment

1. Unless expressly agreed otherwise, De Compliance Afdeling may invoice the Client immediately upon engagement for an advance on the total Quotation amount or the total amount, fees, prices and/or rates payable under the Agreement. The Client must pay the invoice to De Compliance Afdeling in full and on time before the Services and/or Work begin.

2. De Compliance Afdeling always reserves the right to invoice the Client during performance for all hours already worked and costs or expenses incurred.

3. Payment must be made within 30 days of the invoice date or no later than 10 working days before the Services and/or Work covered by the invoice begin, to a bank account designated by De Compliance Afdeling.

4. In the event of late payment, De Compliance Afdeling reserves the right to suspend or cease performance of the Agreement with immediate effect.

5. If the Client fails to pay within the 14-day period, it is automatically in default. The Client then owes interest at 2% per month or part thereof, unless the statutory commercial interest rate under Article 6:119a of the Dutch Civil Code is higher, in which case that statutory rate applies. Interest on the amount due is calculated from the invoice due date until payment in full.

6. If the Client fails to fulfil, or is in default of fulfilling, its obligations to De Compliance Afdeling on time, all extrajudicial collection costs are borne by the Client. These costs amount to 15% of the principal sum due, subject to a minimum of €250.00. If De Compliance Afdeling incurs higher costs that were reasonably necessary, those costs are also recoverable.

7. All judicial and extrajudicial costs incurred are borne by the Client.

8. The Client may never pay invoices in instalments unless De Compliance Afdeling has agreed to this in writing. De Compliance Afdeling may also suspend and/or dissolve the Agreement. Where payment in instalments has not been agreed, failure to pay any De Compliance Afdeling invoice also makes immediately due the entire balance of that invoice, amounts for Services and/or Work already invoiced and still to be invoiced, and all other amounts the creditor may claim from the Client.

9. The Client may not suspend payments or invoke a discount, set-off or compensation.

10. If, in De Compliance Afdeling's opinion, the Client's financial position and/or payment behaviour gives reason to do so, the Client must, upon De Compliance Afdeling's first request, provide an advance and/or adequate security for its obligations to De Compliance Afdeling, by bank guarantee, pledge or otherwise. Security may be requested for both existing and future obligations; an advance may be requested only for future obligations. The amount of security and/or advance requested must be proportionate to the Client's relevant obligations.

11. If the Client fails to provide the advance or security referred to in paragraph 10 within the period set by De Compliance Afdeling, it is in default without any further notice of default being required. De Compliance Afdeling may consequently suspend performance of all its obligations or invoke dissolution of all engagements with the Client. In that case, the Client must compensate De Compliance Afdeling for its losses or damage.

12. If the Engagement is entered into with more than one Client belonging to the same group of companies, all Clients are jointly and severally liable for fulfilling the obligation under this Article, regardless of the name on the invoice.

13. In the event of the Client's liquidation, bankruptcy, attachment, suspension of payments or debt restructuring under the Dutch Natural Persons Debt Restructuring Act (WSNP), De Compliance Afdeling's claims become immediately due and payable.

Article 14. Liability, indemnification and insurance

1. De Compliance Afdeling holds professional indemnity and business liability insurance for amounts consistent with those customary in the sector.

2. De Compliance Afdeling's total liability for an attributable failure to perform the Agreement or on any other grounds is limited to the amount paid by its insurer in the relevant case. If its insurer does not pay, for any reason, compensation by De Compliance Afdeling for direct damage is limited to a maximum amount equal to the price agreed for that Agreement or its invoice value, excluding VAT. In no event, however, may De Compliance Afdeling's total liability for direct damage, on any grounds, exceed €10,000.00.

3. De Compliance Afdeling's liability is excluded for indirect damage, consequential damage, loss of profit, lost savings, reduced goodwill, business interruption, damage arising from claims by the Client's customers, damage associated with the use of third-party products, items or materials prescribed by the Client to De Compliance Afdeling, and damage associated with engaging suppliers, staff or any other third party prescribed by the Client to De Compliance Afdeling. Liability associated with corruption, destruction or loss of data or documents is also excluded. De Compliance Afdeling is not liable for improper use of materials it supplies. Nor is it liable for damage to property of the Client or third parties, including damage, impairment or loss of items.

4. The limitations of De Compliance Afdeling's liability in paragraphs 2 and 3 do not apply if and insofar as the damage results from its wilful misconduct or deliberate recklessness.

5. Unless performance is permanently impossible, De Compliance Afdeling is liable for an attributable failure only if the Client promptly gives it written notice of default, allows a reasonable period to remedy performance, and De Compliance Afdeling remains in attributable breach of its obligations after that period. The notice of default must describe the failure as fully and in as much detail as possible, enabling De Compliance Afdeling to respond adequately.

6. Claims for compensation for direct or other damage must be submitted within 1 year of discovering the damage, failing which the Client forfeits its right to compensation.

7. Where De Compliance Afdeling uses other suppliers, persons or third parties in performing the Agreement, the same limitations and exclusions of liability stated in these General Terms and Conditions apply for their benefit, and they may therefore invoke them directly. De Compliance Afdeling is not liable for damage resulting from acts or omissions of other parties with whom the Client has concluded an Agreement directly.

8. De Compliance Afdeling is not liable for shortcomings of engaged third parties on any grounds. De Compliance Afdeling may also accept third parties' limitations of liability on the Client's behalf.

9. De Compliance Afdeling is not liable for damage of any kind arising from its reliance on incorrect and/or incomplete data provided by the Client. The Client is responsible in all circumstances for the accuracy and completeness of data supplied to De Compliance Afdeling.

10. Performance of the Agreement by or on behalf of De Compliance Afdeling is solely for the Client's benefit. Third parties may never derive rights from that performance. The Client indemnifies De Compliance Afdeling against all third-party claims alleging damage, on any grounds, caused by or connected with Services and/or Work provided by De Compliance Afdeling for the Client. The Client must also reimburse De Compliance Afdeling for legal assistance costs incurred in and out of court in this connection.

11. De Compliance Afdeling issues only certificates that do not fall under formal accreditation. The Client may therefore not derive rights from them as if they did. De Compliance Afdeling is not liable for this on any grounds.

12. If the Client loses its “licence to operate” in the field of compliance and/or fails to comply with all laws and regulations despite De Compliance Afdeling's advice and/or support, De Compliance Afdeling is not liable, on any grounds, for any resulting direct or indirect damage. The Client remains responsible at all times for its own compliance with all laws and regulations.

13. The Client indemnifies De Compliance Afdeling against third-party claims concerning intellectual property rights in materials or data provided by the Client and used in performing the Agreement.

14. The Client indemnifies De Compliance Afdeling against any claims by third parties suffering damage in connection with performance of the Agreement where that damage is attributable to the Client.

15. Where possible, the Client must obtain adequate insurance against liability under this Article. The Client must provide proof of insurance upon De Compliance Afdeling's first request.

Article 15. Force majeure

1. De Compliance Afdeling is not obliged to fulfil any contractual obligation to the Client if prevented by a circumstance that is not its fault and for which it is not responsible under the law, a juridical act or generally accepted principles.

2. In addition to its meaning in law and case law, force majeure in these General Terms and Conditions means all external causes, foreseen or unforeseen, beyond De Compliance Afdeling's control that prevent it from fulfilling its contractual obligations. Force majeure includes, in any event: war, terrorism, materials not supplied by suppliers, postal delays, epidemics/pandemics, civil war, riots, civil unrest, destruction, threat of war, a state of siege, strikes, blockades, business disruption, material shortages, defective items and materials, fire, explosions, flooding, earthquakes and other natural disasters, general transport problems, export or import bans, refusal to grant import or export licences, excessive sickness absence among employees, suppliers or engaged third parties, government restrictions, breach of contract by De Compliance Afdeling's suppliers or other failures by those suppliers to meet their obligations.

3. De Compliance Afdeling may invoke force majeure if the circumstance preventing performance or further performance arises after it should have fulfilled its obligations under the Agreement.

4. De Compliance Afdeling may suspend its obligations under the Agreement for as long as the force majeure continues. If this period exceeds 2 months, either party may dissolve the Agreement without being obliged to compensate the other party for damage.

5. Insofar as De Compliance Afdeling has already partly fulfilled, or will be able partly to fulfil, its obligations under the Agreement when force majeure arises, and the completed or remaining part has independent value, it may invoice that part separately. The Client must pay this invoice as if it related to a separate Agreement.

6. In the event of force majeure, De Compliance Afdeling owes the Client no compensation, even if it obtains some benefit.

Article 16. Engaging staff directly

1. Without De Compliance Afdeling's written consent, the Client may not, outside De Compliance Afdeling, directly or indirectly, whether paid or unpaid, engage De Compliance Afdeling's staff to perform Work and/or Services for the Client itself or through the Client for a third party, under an employment contract, direct working relationship, services agreement or any other legal relationship or arrangement.

2. Staff as referred to in paragraph 1 means:

• Employees of De Compliance Afdeling;
• Self-employed professionals who are or have been involved in any way in performing the Engagement between De Compliance Afdeling and the Client.

3. If the Client breaches paragraph 1 of this Article, it owes De Compliance Afdeling an immediately payable penalty of €25,000.00 per breach and €500.00 for each day the breach continues. This penalty does not exclude De Compliance Afdeling's right to claim damages instead of the penalty and/or demand performance from the Client.

Article 17. Use for marketing purposes

Unless the parties agree otherwise, De Compliance Afdeling may display the Client's business name and/or logo and, where applicable, the name of a project on which De Compliance Afdeling has worked, on its website and use them in video, speech and writing for marketing and business development purposes.

Article 18. Applicable law and competent court

1. Dutch law applies to all advice, offers, Quotations, Engagements and/or Agreements between De Compliance Afdeling and the Client to which these General Terms and Conditions apply.

2. All disputes arising from or in connection with an Agreement between De Compliance Afdeling and the Client will be resolved exclusively by the competent court within the Rotterdam District Court, unless mandatory law confers jurisdiction on another court.

3. The parties will always consult first to seek an amicable resolution.

Article 19. Final provisions

1. De Compliance Afdeling's General Terms and Conditions are available at all times at www.decomplianceafdeling.nl/algemene-voorwaarden.

2. By accepting the Quotation in writing and/or signing the Agreement and/or confirming acceptance by email and/or accepting in any other way, the Client declares that it has received a copy of De Compliance Afdeling's General Terms and Conditions, has read and agrees to their content, and also instructs performance of the Work and/or Services specified in the Quotation in accordance with those General Terms and Conditions.

3. Insofar as personal data of the Client is processed during performance of certain Work as part of De Compliance Afdeling's services under the Agreement, that personal data will be processed fairly and carefully in accordance with the General Data Protection Regulation.

4. These General Terms and Conditions were last updated on 14 July 2026.