GENERAL TERMS AND CONDITIONS OF 2DIGITS BV

Article 1 – General

2DIGITS B.V., established in Utrecht, Chamber of Commerce number 84703083, is

referred to in these general terms and conditions as Contractor. The counterparty

of Contractor is referred to as Client. The parties together are Contractor and

Client. The agreement means: the agreement for the provision of services

between the parties.

Article 2 – Definitions

In these Terms and Conditions, the following terms are designated with an initial

capital letter, both in singular and plural. These terms shall mean:

Services: The services to be provided by Contractor to Client pursuant to the

Agreement, including, if applicable, results of services;

IP Rights: All intellectual property rights and related rights, such as but not

limited to copyrights, trademark rights, patent rights, design rights, trade name

rights, rights to domain names, databases and neighboring rights, as well as

rights to know-how and one-line performances;

Client: The natural or legal person who has entered into or will enter into an

Agreement with Contractor;

Personal Data: Any information relating to an identified or identifiable natural

person, as referred to in Article 4(1) of the General Data Protection Regulation

(GDPR).

Article 3 – Applicability

These terms and conditions apply to all quotations, offers, activities, agreements

and deliveries of services or goods by or on behalf of Contractor. Deviations from

these terms and conditions are only possible in writing and with mutual consent.

The agreement contains only best-efforts obligations for Contractor, unless

expressly agreed otherwise in writing. If Client refers to its own general terms and

conditions or declares other conditions applicable when accepting a quotation or

entering into an agreement, their applicability is expressly rejected.

Article 4 – Offers and quotations

Offers of Contractor are valid for a maximum of 1 month, unless stated otherwise.

Quotations are indicative and do not entitle Client to compensation or dissolution

in the event of exceeding a term, unless agreed otherwise in writing. Offers do not

automatically apply to follow-up assignments.

Article 5 – Prices and price changes

Unless stated otherwise, prices are exclusive of VAT and levies. Contractor may

change prices if unforeseen cost increases occur. In the case of services, unless a

fixed price has been agreed, Contractor’s regular hourly rate applies. If a target

price is issued, this may be exceeded by up to 10%. In the event of a higher excess,

Contractor must inform Client in a timely manner.

Article 6 – Price indexation

Contractor is entitled to adjust the agreed rates annually as of January 1 based on

inflation or cost developments. This adjustment will be communicated as soon as

possible. Contractor is also entitled to implement the cost increase at a later date

if this is desirable from an administrative perspective.

Article 7 – Provision of information by Client

Client shall provide all necessary information, data and documents in a timely

manner. Client guarantees the accuracy and completeness of this information.

Any damage resulting from incomplete or incorrect information shall be borne by

Client.

Article 8 – Execution and engagement of third parties

Contractor shall perform the assignment to the best of its ability and may engage

third parties in doing so. Activities commence after written approval and, if

agreed, after payment of an advance. It is Client’s responsibility to ensure that

Contractor can start in a timely manner.

Article 9 – Duration and amendment of the agreement

The agreement is entered into for an indefinite period unless agreed otherwise in

writing. An agreed term is never fatal. Amendments to the agreement shall be

made in writing in consultation. Contractor shall inform Client of the

consequences for price or planning.

Article 10 – Force majeure

There is no attributable failure in the performance of the agreement if there is

force majeure. Contractor is not liable for failures due to force majeure. Force

majeure includes, among other things: interruptions in the supply of electricity,

strikes, riots, government measures, fire, natural disasters, floods, failures of

suppliers of the Parties, failures of third parties engaged by the Parties,

disruptions in internet connectivity, hardware failures, disruptions in

(telecommunications) networks and other unforeseen circumstances. Obligations

are suspended for the duration of the force majeure. If this lasts longer than 30

days, the parties may dissolve the agreement in writing. In the event of force

majeure, Contractor is not obliged to pay any compensation.

Article 11 – Payment

Invoices must be paid within 14 days, without suspension or set-off. If timely

payment is not made, Client is in default by operation of law. Contractor may

suspend activities and charge collection costs, interest and compensation. In the

event of bankruptcy or suspension of payment, all claims become immediately

due and payable.

Article 12 – Data processing

If Contractor processes personal data on behalf of Client in the performance of the

agreement, the parties shall enter into a written processing agreement prior to

the processing that complies with Article 28 GDPR. This processing agreement

regulates at least the nature and purpose of the processing, the categories of

personal data and data subjects involved, the security measures, any engagement

of sub-processors, the duration of the processing and the rights of data subjects.

Insofar as and as long as no processing agreement has been concluded,

Contractor shall not process personal data for Client other than strictly necessary

for the initial contact and the execution of preparatory activities.

Article 13 – Termination and cancellation

Client may terminate the agreement subject to a notice period of 1 month,

commencing on the first day of the following calendar month. Contractor may

terminate with a notice period of 14 days. Obligations which by their nature

continue shall remain in force after termination.

Article 14 – Transfer and exit

Contractor is not obliged to transfer data, documentation or systems upon

termination, unless agreed otherwise in writing. Support in the transfer shall take

place at the hourly rate. Client is itself responsible for timely backups and

preparations for termination.

Article 15 – Liability of Contractor

1. Contractor is not liable for damage, unless there is intent or deliberate

recklessness.

2. Contractor is never liable for indirect damage, consequential damage, loss

of profit, loss of data, business interruption or reputational damage.

3. Liability is limited to the amount of the relevant assignment, with a

maximum of €25,000 per year.

4. Claims must be reported in writing within 14 days after discovery.

5. Client indemnifies Contractor against all claims of third parties.

Article 16 – Liability of Client

Client is fully responsible for the use of the delivered services, incorrect provision

of information and deployment in critical processes. Client shall take appropriate

measures and take out adequate insurance.

Article 17 – Indemnification

Client indemnifies Contractor against all claims of third parties, such as in the field

of intellectual property, privacy, data loss or damage resulting from the use of the

delivered services.

Article 18 – Intellectual property

Contractor remains the owner of all intellectual property rights to the generic

components of the software developed within the framework of the agreement,

such as underlying frameworks, libraries, development methods and reusable

modules. Client only receives the right of use described in these terms and

conditions.

Contractor grants Client an exclusive, non-transferable and non-sublicensable

right to use the works delivered within the framework of the agreement, solely for

Client’s own business purpose.

In deviation from the above, for those parts of the software that have

demonstrably been developed specifically and exclusively for Client (“Custom

Code”), the intellectual property rights thereto shall accrue to Client after full

payment of all related invoices. Contractor transfers these rights to Client in

advance, subject to the suspensive condition that Client has paid in full.

Insofar as open-source components or third-party software are included in the

Custom Code, or parts that Contractor has previously developed independently of

the assignment, Client does not acquire ownership rights thereto but a right of

use in accordance with the applicable (third-party) license terms.

Article 19 – Confidentiality

Both parties are obliged to maintain the confidentiality of confidential information.

This obligation applies during the term of the agreement and up to three years

thereafter. Penalty in case of violation: €25,000 per violation plus €5,000 per day

for as long as the violation continues.

Article 20 – Non-solicitation of personnel

Client may not employ or directly or indirectly engage personnel of Contractor

during the collaboration and up to one year thereafter, unless agreed otherwise in

writing.

Article 21 – AI, open source and external components

Contractor is entitled to use AI tools, open-source software, frameworks and

third-party APIs. Contractor is not liable for damage or defects arising from these

components, unless there is intent or deliberate recklessness.

Article 22 – Software development: specific provisions

22.1 Working method in sprints

Contractor works on the basis of an iterative development process with sprints.

Each sprint is concluded with a (partial) delivery subject to acceptance by Client. If

no objections are raised within 7 days after delivery, the work is deemed to have

been approved.

22.2 Maintenance, SLA and management

Maintenance, updates, support or management are not part of the agreement,

unless laid down in writing in a separate SLA.

22.3 Security and business-critical use

Contractor applies security measures in accordance with the state of the art, but

does not guarantee complete protection. When deploying the software in

business-critical environments, Client itself is responsible for monitoring, risk

analysis, emergency procedures and data security.

Article 23 – Applicable law and disputes

The parties shall endeavor to resolve disputes first through consultation or

mediation. Dutch law applies exclusively to this agreement. Disputes shall be

submitted to the competent court in the district where Contractor is established.

Contractor excludes liability for damage arising from dispute procedures, unless

there is intent or deliberate recklessness.

These terms and conditions apply as of 20 January 2026.