GENERAL TERMS AND CONDITIONS ADPACT

Last updated: 30 December 2025

ARTICLE 1. DEFINITIONS

In these general terms and conditions, the following terms shall have the meanings set out below, unless expressly stated otherwise:

Client: the contracting party of Adpact.

Agreement: the agreement for the provision of services.

ARTICLE 2. GENERAL

2.1. These terms and conditions apply to every offer, quotation and agreement between Adpact and a client to which Adpact has declared these terms applicable, insofar as the parties have not expressly and in writing deviated from these terms.

2.2. These terms and conditions also apply to all agreements with Adpact for the execution of which third parties must be involved.

2.3. Any deviations from these general terms and conditions are only valid if expressly agreed upon in writing.

2.4. The applicability of any purchasing or other conditions of the client is expressly rejected.

2.5. If one or more provisions in these general terms and conditions are null and void or annulled, the remaining provisions shall remain fully applicable. Adpact and the client will then consult in order to agree on new provisions to replace the null or annulled provisions, taking into account as much as possible the purpose and intent of the original provision.

ARTICLE 3. OFFERS AND QUOTATIONS

3.1. All offers are without obligation, unless a term for acceptance is stated in the offer.

3.2. Quotations made by Adpact are without obligation and are valid for 30 days, unless stated otherwise. Adpact is only bound by quotations if acceptance thereof is confirmed in writing by the client within 30 days, unless stated otherwise.

3.3. Prices stated in offers and quotations are exclusive of VAT and other government levies, unless stated otherwise.

3.4. If acceptance deviates from the offer included in the quotation on minor points, Adpact is not bound by it. The agreement shall then not be concluded in accordance with this deviating acceptance, unless Adpact indicates otherwise.

3.5. A composite price quotation does not oblige Adpact to perform part of the assignment for a corresponding part of the quoted price.

3.6. Offers or quotations do not automatically apply to future assignments.

ARTICLE 4. PERFORMANCE OF THE AGREEMENT

4.1. Adpact shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good professional practice, based on the state of knowledge at that time.

4.2. If and insofar as proper performance of the agreement requires it, Adpact is entitled to have certain activities performed by third parties.

4.3. The client shall ensure that all data which Adpact indicates are necessary or which the client reasonably should understand are necessary for the performance of the agreement are provided to Adpact in a timely manner.

4.4. Adpact is not liable for damage of any nature resulting from reliance on incorrect or incomplete information provided by the client, unless such incorrectness or incompleteness should have been apparent to Adpact.

4.5. If it is agreed that the agreement will be performed in phases, Adpact may suspend the performance of parts belonging to a subsequent phase until the client has approved the results of the preceding phase in writing.

4.6. If work is carried out by Adpact or third parties engaged by Adpact at the client’s location or a location designated by the client, the client shall ensure, free of charge, the facilities reasonably required by those employees.

4.7. The client indemnifies Adpact against any claims by third parties who suffer damage in connection with the performance of the agreement, insofar as such damage is attributable to the client.

ARTICLE 5. AMENDMENT OF THE AGREEMENT

5.1. If during execution of the agreement it appears necessary to amend or supplement the work to be performed for proper execution, the parties shall timely adjust the agreement in mutual consultation.

5.2. If the parties agree to amend or supplement the agreement, the completion date may be affected. Adpact shall inform the client as soon as possible.

5.3. If the amendment or supplement has financial or qualitative consequences, Adpact shall inform the client in advance.

5.4. If a fixed fee has been agreed, Adpact shall indicate to what extent the amendment or supplement results in an exceeding of this fee.

5.5. Contrary to paragraph 3, Adpact shall not be entitled to charge additional costs if the amendment or supplement results from circumstances attributable to Adpact.

ARTICLE 6. DURATION AND EXECUTION PERIOD

6.1. The agreement between Adpact and the client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.

6.2. If a term has been agreed for completion of certain activities, this shall never be considered a strict deadline. In the event of exceeding the term, the client must give Adpact written notice of default.

ARTICLE 7. FEES

7.1. The parties may agree on a fixed fee when concluding the agreement.

7.2. If no fixed fee is agreed, the fee shall be determined based on hours actually spent, calculated according to Adpact’s customary hourly rates applicable during the period in which the work is performed.

7.3. Fees and cost estimates are exclusive of VAT.

7.4. For assignments with a duration exceeding three months, costs will be invoiced periodically.

7.5. If a fixed fee or hourly rate is agreed, Adpact remains entitled to increase this fee or rate.

7.6. Adpact may also increase the fee if during execution it becomes apparent that the originally agreed or expected amount of work was insufficiently estimated, not attributable to Adpact, and it cannot reasonably be expected to perform the work for the original fee. Adpact shall inform the client in advance of the intended increase, stating the scope and effective date.

ARTICLE 8. PAYMENT AND DEFAULT

8.1. Payment must be made within 30 days after invoice date, in the manner and currency indicated by Adpact, unless agreed otherwise in writing.

8.2. If the client fails to pay on time, the client is legally in default. The client then owes interest of 1% per month on the outstanding amount, calculated per day from the due date, unless the statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code is higher, in which case the higher rate applies.

8.3. The client is also liable for full compensation of all extrajudicial and judicial collection costs incurred by Adpact. Extrajudicial costs are determined in accordance with the Dutch Collection Costs Act (WIK), with a minimum of EUR 150.

8.4. Payments made by the client shall first be applied to costs, then to interest, and finally to the principal and accrued interest.

ARTICLE 9. RETENTION OF TITLE

9.1. All items delivered by Adpact, including designs, drafts, scripts, CMS, software and digital files, remain the property of Adpact until the client has fulfilled all obligations under all agreements concluded with Adpact.

9.2. The client is not authorized to pledge or otherwise encumber items subject to retention of title.

9.3. If third parties seize or claim rights over items delivered under retention of title, the client must inform Adpact immediately.

9.4. The client undertakes to insure and keep insured the delivered items against fire, explosion, water damage and theft, and to provide the insurance policy for inspection upon request.

9.5. Items delivered under retention of title may only be resold in the normal course of business and may never be used as a means of payment.

9.6. In the event Adpact wishes to exercise its ownership rights, the client grants Adpact or designated third parties unconditional and irrevocable permission to enter all locations where Adpact’s property is located and reclaim such items.

ARTICLE 10. SUSPENSION AND TERMINATION

10.1. Adpact is entitled to suspend performance or terminate the agreement if the client fails to fulfil obligations, if circumstances arise giving reason to fear non performance, or if required security is not provided.

10.2. Adpact may also terminate the agreement if circumstances arise making performance impossible or unreasonable.

10.3. Upon termination, all claims of Adpact become immediately due and payable.

10.4. Adpact always retains the right to claim damages.

ARTICLE 11. RETURN OF PROVIDED ITEMS

11.1. If Adpact has made items available to the client, the client must return them within 14 days in original condition, complete and free of defects.

11.2. If the client remains in default after notice, Adpact may recover resulting damage and replacement costs from the client.

ARTICLE 12. INDEMNITIES

12.1. The client indemnifies Adpact against claims by third parties relating to intellectual property rights on materials or data provided by the client.

12.2. The client guarantees that provided data carriers, electronic files or software are free from viruses and defects.

ARTICLE 13. TRANSFER OF RISK

13.1. The risk of loss or damage transfers to the client at the moment the items are legally or factually delivered and brought under the control of the client or a designated third party.

ARTICLE 14. FORCE MAJEURE

14.1. Parties are not obliged to fulfil obligations if prevented by force majeure.

14.2. Force majeure includes all external causes beyond Adpact’s control, including strikes within Adpact’s company.

14.3. Adpact may invoke force majeure even if the circumstance arises after obligations were due.

14.4. Obligations may be suspended during force majeure. If it lasts longer than two months, either party may terminate the agreement without liability.

14.5. If Adpact has partially fulfilled obligations, it may invoice the fulfilled part separately.

ARTICLE 15. CONFIDENTIALITY

15.1. Both parties shall maintain confidentiality of all confidential information obtained in connection with the agreement.

15.2. If disclosure is required by law or court order, Adpact is not liable for damages and the client may not terminate the agreement.

ARTICLE 16. INTELLECTUAL PROPERTY

16.1. Adpact retains all rights under Dutch copyright law.

16.2. All documents provided by Adpact are for client use only and may not be reproduced or disclosed without prior consent.

16.3. Adpact may use acquired knowledge for other purposes provided no confidential information is disclosed.

ARTICLE 17. SAMPLES

17.1. Samples provided serve as indication only unless explicitly agreed otherwise.

ARTICLE 18. DISPUTES

18.1. The court in the place of establishment of Adpact has exclusive jurisdiction, unless the law provides otherwise.

18.2. Parties shall attempt to resolve disputes amicably before initiating legal proceedings.

ARTICLE 19. GOVERNING LAW

19.1. Dutch law applies to all agreements between Adpact and the client.

19.2. The Vienna Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

ARTICLE 20. AMENDMENTS AND PUBLICATION

20.1. The latest published version of these terms always applies.

20.2. Adpact reserves the right to index these terms annually based on the Dutch Consumer Price Index (CPI). An increase of up to 5% per year is considered reasonable and does not constitute grounds for termination.