General Terms and Conditions of Humancollective bv

I General, terms and definitions

1. By “Humancollective” is always meant “Human Collective BV” registered with the Chamber of Commerce under number 69370923.
2. All services provided by Humancollective are provided in the capacity of an independent contractor.
3. These General Terms and Conditions shall apply to any offer, order or agreement relating to advice to be given, services to be rendered or training to be provided by Humancollective.
4. Our terms and conditions are binding unless expressly agreed otherwise.
5. Any amendment to these Terms and Conditions service to be agreed upon in writing.
6. Client means the person or entity that has given an assignment to Humancollective.

II Basis offers

1. Quotes from Humancollective are based on the information provided by the client.
2. Client warrants that – to the best of his knowledge – he has provided all information essential to the design and execution of the assignment.
3. The work described in our quotation and related costs (incl. any changes therein confirmed in writing (by email) to each other) are part of our agreement. This agreement is an assignment contract as governed by Book 7, Title 7, Section 1 of the Civil Code.
4. Our quotation is non-binding and is valid for three months from the date. By signing and returning (or confirming by email) to Humancollective our quotation (possibly amended by agreement) by Client, our agreement is established.

III Implementation of assignment

1. The assignment will be carried out to the best of our knowledge, ability and according to the requirements of good workmanship.
2. Client is obliged to provide the information required for the execution of the assignment and requested by Humancollective in an adequate and timely manner. This expressly includes response to scheduling proposals and issued option dates.
3. As part of quality assurance and support, we reserve the right to have employees of our firm serve as trainee on assignments at no cost to the Client.
4. Humancollective is permitted, after consultation with the Client, to make use of third parties in the performance of the assignment given.

IV Interim modification and termination

1. If a change desired by the Client to a provided advice or service order results in an increase in the investment of time by Humancollective, Humancollective shall be entitled, after consultation with the Client, to charge this additional investment at the rates included in this order.
2. In case of cancellation or rescheduling of reserved half-day sessions (relating to assessment studies, workshops and trainings, among others) within two weeks before the start, 100% of the cost of the cancelled half-day sessions will be charged. Cancellation within four before the start will incur a 50% charge.
3. Obligations entered into by Humancollective with respect to third parties, or costs otherwise incurred on behalf of an amended or cancelled order, shall be borne entirely by Client.
4. If a party fails to fulfill any essential obligation under the agreement, the other party will send written notice of such failure and provide a reasonable period of time to fulfill the obligation. If the defaulting party still fails to fulfill its obligation within the specified period, the other party may terminate the contract and recover its damages from the defaulting party.
5. All cancellations and shifts must be made in writing (by email).

V Intellectual property and confidentiality

1. Humancollective and third parties engaged by it in the performance of the assignment shall keep all confidential information of the Client confidential and shall never allow third parties to inspect (advisory) reports issued to the Client.
2. Client has the full and unrestricted disposal of what is supplied by Humancollective within the framework of the assignment. However, Humancollective retains all rights to which it is entitled under the Copyright Act, expressly including the right to reproduce.
3. Under no circumstances may the Client make materials from Humancollective available to third parties.
4. In the work of Humancollective in which its consultants come into contact with personal data through the Client, being not anonymized and traceable to a specific person, Humancollective can never be held liable for any damage arising from loss or from any form of unlawful processing thereof.
5. Responsibility for data processed using a service provided by Humancollective lies solely with the Client. The Client warrants to Humancollective 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 shall indemnify Humancollective against any legal claim by third parties, on any account, in connection with this given or the exercise of this agreement.

VI Force majeure

1. Force majeure with respect to the agreement means all that is understood about it in law and jurisprudence.
2. Humancollective is not bound by its obligations under the agreement if fulfillment has become impossible due to force majeure. In the event of force majeure, Humancollective will notify the Client immediately.

VII Liability

1. The results of implementation and use of the advice, services or training provided depend on many factors beyond Humancollective’s control. Therefore, Humancollective cannot give any guarantees regarding the results of the assignment it performs. Humancollective therefore enters into an obligation of effort.
2. Humancollective is liable for direct damages that are the direct result of serious and culpable errors made by it in the performance of the assignment. A serious error is an omission, mistake or omission that could have been plainly avoided under normal circumstances, with normal professional knowledge and experience, with the observance of normal attentiveness and normal practice of a profession.
3. Natural persons associated with Humancollective or third parties engaged by Humancollective are not subject to any liability related to the assignment. Any regulation or claim of any kind related to the assignment and its execution will be filed or asserted only against the legal entity with which the assignment was agreed upon.
4. Business, consequential and indirect damages are always excluded, barring intent or gross negligence on the part of Humancollective.
5. Humancollective’s liability is limited to a maximum of two times the amount charged by Humancollective for the assignment.

VIII Price and payment

1. Unless otherwise stated, the prices as included in the offer are exclusive of sales tax and other levies imposed by the government.
2. The travel and accommodation costs mentioned in the quotation include an overnight stay if the travel distance from Amsterdam to the (training) location exceeds 75 km.
3. Payment must be made within fourteen days of the invoice date, without any discount or set-off. The existence of claims or complaints shall not relieve Client from its payment obligation.
4. Complaints against payment must be made in writing within 8 days of receipt of invoice.
5. Rates may be adjusted annually.
6. If the term of payment is exceeded, Client shall compensate Humancollective for the statutory interest.
7. All collection costs, both judicial and extrajudicial (which shall be at least €125) shall be borne by the Client.

IX Applicable law and disputes

1. If and to the extent that any provision of these General Terms and Conditions is null and void or destroyed, the remaining provisions will remain in full force and effect.
2. All disputes will be submitted to the competent court in Amsterdam.
3. Dutch law shall apply.

Filed with the Chamber of Commerce under number 69370923