General terms and conditions

Mediacooks B.V.
File No. K.v.K. 66272068, hereinafter referred to as 'Supplier'.

GENERAL PROVISIONS

1. Applicability

1.1 These General Terms and Conditions apply to all (oral or written) offers, quotations and agreements, in the broadest sense of the word, offered by Supplier to or concluded with Customer.

1.2 Customer accepts these General Terms and Conditions to the exclusion of any general terms and conditions used by it, unless Supplier and Customer have expressly agreed otherwise in writing in advance. If the parties have agreed in writing that other conditions apply, these conditions shall apply only to the specific order for which they have been agreed.

2. Formation of agreement

2.1 All our quotations (oral or written) are without obligation, unless a period for acceptance or validity has been agreed in advance in writing. Nevertheless, Supplier has the right to revoke an offer within five working days after it reaches Customer.

2.2 An agreement is established and the work is scheduled at the moment when an offer is accepted by Customer by written agreement or, if there is no offer, Customer gives an order to Supplier and the latter accepts that order.

2.3 If, after an agreement has been concluded, Customer cancels the order in whole or in part, Supplier shall be entitled to charge Customer in full for all costs incurred or to be incurred by it in connection with that order. After payment of the cancellation costs by the Client, the Supplier shall hand over to the Client all that has been developed in connection with that order during the period preceding the cancellation, all this with due observance of the other provisions of these terms and conditions.

3. Prices

3.1 Prices and rates are inclusive of the activities described in the offer, quotation or agreement by Supplier. All prices and rates are exclusive of turnover tax (VAT) and other levies imposed by the government and do not include compensation for packaging, import, transport, travel and accommodation expenses, office costs, (technical) documentation, use of audio and/or visual material of third parties, purchase of hardware, software of third parties, training of Customer, installation, implementation and the like, which are charged separately to the Customer.

Client, unless otherwise specified in the offer, quotation or agreement.

3.2 If Customer requests changes and/or additions to the specifications of the work to be performed by Supplier, it shall notify Supplier accordingly. Supplier shall subsequently provide Customer with a quotation for any additional work to be performed as a result of the changes and/or adjustments. Supplier shall only perform additional work

performed after it has received a written order from Customer for this purpose. Supplier shall invoice Customer for such additional work.

3.3 Supplier shall at all times be entitled to adjust its prices and rates by written notice to Customer. These new prices and rates shall apply to all subsequent offers, quotations and agreements between Supplier and Customer.

4. Payment

4.1 All invoices shall be paid by Customer in accordance with the payment terms stated on the invoice. In the absence of specific conditions, Client shall pay at the latest within thirty days from the invoice date, hereinafter "the payment term".

4.2 If the term of payment is exceeded, Client shall be in default by operation of law and Client shall be charged default interest of 1.5% per month (one and one-half percent) on the outstanding amount, calculated over the period that the

Client is in default, all without further notice of default or judicial intervention being required.

4.3 If the Customer fails to pay the claim after notice of default, the claim may be passed on to a third party, in which case the Customer shall, in addition to the amount then due, be obliged to pay in full all the Supplier's (extra-)judicial costs involved in collection, without prejudice to all the Supplier's other rights.

4.4 If any term of payment is exceeded, the Supplier shall be entitled to suspend its obligations under the agreement and any other current agreements until payment has been made in full, without prejudice to the Supplier's right to compensation and without being liable to the Customer for any damages.

4.5 Client waives any right to set off any claim.

Customer can therefore never evade an obligation to pay Supplier by invoking set-off. Every payment shall first be deemed to be in settlement of the longest outstanding claim, even if the Customer states that the payment relates to a later claim.

4.6 Supplier reserves the right to return any items, materials, equipment and the like made available to Supplier by Customer only after all payments due by Customer have been made in full.

4.7 If the work is performed on a costing basis, Supplier shall invoice Customer on a monthly basis. The provisions of Articles 4.1 to 4.6 shall apply mutatis mutandis.

5. Delivery

5.1 Delivery periods stated by the Supplier shall be established to the best of its knowledge and belief on the basis of the information known to the Supplier at the time the agreement was entered into and shall be observed as much as possible. The parties shall inform each other as soon as possible as soon as any circumstance becomes apparent that may affect the (timely) performance of the work and/or the delivery dates.

5.2 Supplier shall manufacture and deliver the work in accordance with the functional and technical specifications agreed upon between the parties.

5.3 If Supplier, at Customer's request, makes certain changes and/or additions to the specifications of the work to be performed by Supplier, Supplier may suspend the delivery date of the work after consultation with Customer to the extent necessary to implement the changes or additions in question.

5.4 The mere exceeding of a delivery term shall not constitute default on the part of the Supplier and shall not entitle the Customer to rescind the Agreement, except in the case of intent or gross negligence on the part of the Supplier. The parties shall then consult as soon as possible in order to set a new delivery term.

5.5 The risk of total or partial loss or damage of items that are the subject of an agreement shall pass to the Customer as soon as they have left the Supplier's office and/or warehouse.

6. Retention of title

6.1 The Supplier retains title to the goods delivered in respect of all claims which it has or may acquire against the Customer by virtue of (failure to perform an obligation under) an agreement.

6.2 The Customer shall not be entitled to encumber and/or transfer to third parties the goods subject to the Supplier's retention of title. Nor may the Customer exercise any licenses and/or rights of use granted by the Supplier with respect to those goods.

7. Cooperation of Client

7.1 The Customer shall at all times make available to the Supplier in good time all data, information, documentation, materials, third-party software, assets and/or other supplies required for proper performance of the Agreement as defined by the parties in writing (hereinafter: supplies). Furthermore, Customer shall notify Supplier of its decisions in good time, review documents received in good time and provide all other necessary cooperation in order to enable Supplier to meet the delivery date. Customer guarantees Supplier that it is entitled to dispose of the supplies made available to Supplier and indemnifies Supplier against all claims in this respect.

7.2 If the supplies described in Article 7.1 have not been made available to Supplier, or have not been made available in time or in accordance with the arrangements made, if the necessary cooperation is not provided or if Customer does not fulfil its obligations in any other way, Supplier shall be entitled to suspend the performance of the agreement and the delivery date without being liable to pay any compensation to Customer. Furthermore, the Supplier may charge any costs incurred and additional work to be performed as a result in accordance with its usual rates.

7.3 If employees of Supplier and/or third parties are required to perform work at Customer's company or at another location designated by Customer for the performance of an agreement, Customer shall provide free of charge the facilities reasonably required by those employees, such as but not limited to a working space with telecommunication facilities.

8. Third party cooperation

8.1 If Supplier, at Customer's request and with Customer's consent, subcontracts all or part of the supply of certain goods, the performance of certain services and/or work to one or more third parties, Supplier may, at Customer's request, act as Customer's legal representative.

8.2 Agreements to be concluded by Supplier on behalf of Customer with third party(ies) in accordance with the provisions of article 8.1 shall be deemed to be concluded directly between Customer and such third party(ies). Such agreements shall be subject to the terms and conditions of delivery of such third party or parties, if any. Supplier does not accept any liability in this respect.

9. Intellectual property rights

9.1 Supplier grants to Customer only the non-exclusive right to use the delivered goods in perpetuity for the intended purpose as described in writing in the offer, quotation or agreement and in principle all (intellectual) property rights to the goods delivered by Supplier to Customer, including but not limited to software, concepts, design, documentation, quotations, information or data recorded thereon as well as the preparatory material thereof, shall remain reserved to Supplier, with the exception of the supplies provided by Supplier, unless expressly agreed otherwise in writing.

Without Supplier's prior written consent, Customer shall not be entitled to use the delivered goods in any other way and/or to make available, transfer and/or license the rights and/or powers granted to it in whole or in part to third parties.

If the parties have agreed in writing that certain (intellectual) property rights will be transferred by the Supplier to the Customer, for which the Supplier may charge the Customer a surcharge, the transfer shall take place on the resolutive condition that the Customer has not fulfilled its payment obligations at the latest within the agreed payment term, extended by a reasonable period of time after a written reminder by the Supplier. If the Customer thereafter still meets its payment obligations, the transfer of intellectual property rights to the Customer shall take place again and shall be deemed to have taken place on the date on which the transfer would originally have taken place.

To the extent that intellectual property rights are transferred, Customer does not acquire exclusive rights to elementary parts of the items developed by Supplier, which, after all, are not subject to intellectual property rights.

9.2 The Supplier is entitled to mention its logo and name on the delivered items, on the credits thereof and/or in the source code of the software.

9.3 Supplier reserves the right to use all or part of the items developed for Customer for promotional, acquisition and/or demonstration purposes.

10. Secrecy

10.1 The parties are obliged, either during the term of an agreement or thereafter, to keep confidential any confidential information that comes to their knowledge and not to disclose it in any way to third parties and/or give it to use and to use it only for the purpose for which it was made available to them.

Third parties include all persons working in the parties' organization who do not necessarily need to be informed of the information.

10.2 Confidential information within the meaning of these terms and conditions should be understood to mean: (i)all information provided in writing, orally or otherwise directly or indirectly and designated as such and/or which the other party knows or should reasonably understand to be confidential;

any product, marketing, customer and/or other business information designated as such and/or which the other party knows or should reasonably understand to be confidential, regardless of how it is provided;
all documentation, data, drawings, benchmark test(s) (data), specifications, object codes, source codes, production methods, technologies and/or other information related to software developed or to be developed by one party and designated as such and/or which the other party knows or should reasonably understand to be confidential, regardless of how provided; (iv) any copy in any form of the foregoing.
The Parties' obligations do not apply with respect to Confidential Information that the Receiving Party can demonstrate that (i) it is of common knowledge and/or publicly available or (ii) it was already known to it and not subject to any confidentiality obligation before it was provided to it by the other Party.
The parties will not employ and/or otherwise engage (former) employees of the other party and/or its affiliates in its business and/or its affiliates during the term of the agreement until one year thereafter.

11. Liability

11.1 The parties accept legal obligations to pay damages only if and to the extent shown by the provisions of this Article.

11.2 The total liability of the parties for attributable failure in the performance of an agreement is limited to compensation for direct damage to the amount of the price stipulated for that agreement excluding VAT with a maximum of € 5,000 (five thousand euros). If the agreement is mainly a continuing performance agreement with a duration of more than one year, the stipulated price is set at the total of the fees excluding VAT stipulated for one year with a maximum of € 5,000 (five thousand euros).

Direct damages of the Client within the meaning of these terms and conditions shall mean exclusively:

the reasonable costs that Client has had to incur to make the performance of

Supplier to comply with the agreement;

the costs incurred by Customer for keeping its legacy system(s) and related facilities operational for an extended period of time due to Supplier's failure to deliver on a delivery date binding on it, less any cost savings resulting from the delayed delivery;
reasonable costs incurred in determining the cause and extent of the damage, for

insofar as the determination relates to direct damage within the meaning of these terms and conditions; (iv) reasonable costs incurred to prevent or limit damage, insofar as Customer has properly represented Supplier's interest.

Liability of the parties for indirect damages, including but not limited to consequential damages, lost profits, missed savings, damages due to business stagnation, missed contracts and/or damage to the image of the other party is excluded.

11.3 The total liability of the parties for damage due to death or bodily injury or for material damage to property shall be limited to €10,000 (ten thousand euros) per event, whereby a series of related events shall count as one event, on the understanding that the liability of the parties for property damage due to fire and/or explosion shall be limited to €5,000 (five thousand euros).

11.5 Outside of the cases mentioned in Articles 11.2 and 11.3, the parties shall not be liable for any damages whatsoever, regardless of the ground on which an action for damages would be based. However, the maximum amounts mentioned in Articles 11.2 and 11.3 shall lapse if and to the extent that the damage is the result of intent or gross negligence on the part of the party liable for compensation.

The liability of the parties for attributable failure in the performance of an agreement shall arise only if one party gives the other party immediate and proper notice of default in writing, setting a reasonable time to remedy the failure, and the other party continues to fail imputably in the performance of its obligations even after that time. The notice of default must contain as detailed a description as possible of the failure, so that the other party is able to respond adequately.
The condition for the creation of any right to compensation shall always be that one party reports the damage to the other party in writing as soon as possible after its occurrence. Any right to damages shall lapse 90 days after the delivery date, or, if the agreement has been terminated prematurely, 90 days after the date of termination of the agreement.
The Supplier accepts no liability for any loss due to items delivered by or on behalf of the Supplier being used in a manner other than as agreed between the parties.
Any advice provided by Supplier shall be given to the best of its knowledge. Advice given shall not relieve the Customer from the obligation to carry out his own investigation into the suitability of the goods to be supplied and/or services to be performed for the intended purpose.
Supplier accepts no liability for the loss of content and/or data in whole or in part.
Customer shall indemnify Supplier against all claims of third parties for product liability as a result of a defect in a product or system supplied by Customer to a third party that consisted in part of equipment, software or other materials supplied by Supplier, except if and to the extent Customer proves that the damage was caused by such equipment, software or other materials.

12. Force majeure

12.1 In the event of force majeure, i.e. a shortcoming, which cannot be attributed to one of the parties and which is not due to its fault and which is also not for its account by virtue of the law, legal acts or in society, this party will notify the other party in writing, stating the cause, the nature, the expected duration of the force majeure and the provisions of the agreement which cannot be fulfilled as a result. The performance of the relevant provisions shall be suspended during the force majeure.

12.2 If the force majeure situation has continued up to two months after the date of the aforementioned notification, the parties shall try to reach an agreement on amending the provision(s) of the agreement suspended due to force majeure. Failing such agreement within one month, either party may terminate this agreement without being liable to pay any damages to the other party. However, the Supplier retains the right to payment for goods already delivered, work performed and/or services rendered.

13. Interim dissolution

13.1 If, after written summons by the other party, either party fails to comply with any essential obligation arising from an agreement and/or these Conditions, the other party shall be entitled, without further notice of default or judicial intervention, to terminate the relevant agreement with immediate effect and without being liable to compensate the other party for any damage, by means of a registered letter, without prejudice to the right of the terminating party to exercise other rights accruing to it under the law, such as the right to compensation, and without prejudice to the Supplier's right to payment for goods already delivered, activities performed and/or services provided.

13.2 Each of the parties is also entitled to terminate an agreement with immediate effect, without any notice of default or judicial intervention being required, and without being liable to compensate the other party for any damage, if the other party applies for (temporary) suspension of payment or is granted (temporary) suspension of payment, the other party files for bankruptcy or is declared bankrupt, the other party ceases its business, a considerable part of the other party's capital is seized, the other party's legal entity is dissolved or the control over or the decisive voice within the other party's legal entity is vested in a third party, without prejudice to the terminating party's right to exercise its statutory rights, such as the right to damages, and without prejudice to the Supplier's right to payment for goods already delivered, work performed and/or services rendered.

14. Other provisions

14.1 Additions and amendments to an agreement between the parties and/or these General Terms and Conditions applicable to it shall only be valid if agreed in writing between the parties and signed by both parties. If the parties have agreed to certain additions and/or amendments in writing, they shall apply only to the specific assignment for which they have been agreed.

14.2 The invalidity of any provision of these General Terms and Conditions shall not affect the validity of the remaining provisions. In the event of a void or voidable provision the Supplier shall

and Client mutually agree on a new provision to replace the provision in question, taking into account to the extent possible the purpose and intent of the invalid, voided or voidable provision.

14.3 An agreement between the parties, these General Conditions applicable thereto and the performance thereof shall be governed by Dutch law.

14.4 Any disputes arising from or related to an agreement between the parties shall, to the extent that they cannot be resolved amicably, be submitted to the competent court in Amsterdam to the exclusion of any other court. Nevertheless, Supplier shall be entitled to submit a dispute for settlement to the competent court in Customer's place of residence.

14.5 Titles above articles are provided for the convenience of the reader. No rights may be derived from them.

14.6 The parties are obliged to notify the other party of any change of address in writing without delay.

14.7 The Dutch text of these General Terms and Conditions shall prevail over translations thereof, sworn or otherwise.

SPECIAL PROVISIONS RELATING TO SOFTWARE DEVELOPMENT

The provisions set forth in this section shall apply, in addition to the General Provisions of these General Terms and Conditions, if Supplier develops software on behalf of Customer.

15. Delivery, installation and acceptance

15.1 Supplier shall develop the software and deliver it to Customer on a type and format of information carrier to be agreed upon and in accordance with the functional and/or technical specifications to be defined in writing by the parties. Supplier shall develop the software with care on the basis of the data to be provided by Customer, for the accuracy, completeness and consistency of which Customer vouches.

15.2 The Supplier may take technical measures to protect software provided by it.

If Supplier has secured the software by means of technical protection, Customer is not permitted to remove and/or circumvent this security. If the security measures result in Customer not being able to make a backup copy of the software, Supplier shall provide Customer with a backup copy of the software at Customer's request.

15.3 If the parties have agreed an acceptance test in writing, the Customer may examine whether the software meets the specifications referred to in Article 15.1 during a period of ten working days after delivery of the software, hereinafter 'the test period'.

The acceptance test will take place in a pre-agreed environment and in accordance with an agreed procedure.

Acceptance of the software may only be withheld on the grounds that the software does not comply with the specifications, unless it concerns subordinate defects in the software, being defects that do not reasonably prevent operational and/or productive commissioning of the software, without prejudice to the Supplier's obligation to repair these subordinate defects free of charge.

15.4 If, during the test period, it appears that the software does not meet the specifications referred to in article 15.1, Customer shall notify Supplier in writing no later than on the last day of the test period, stating the specifications which the software does not meet, hereinafter referred to as 'the defects', in which case the test period shall be interrupted. Supplier shall then repair the defects stated in the aforementioned notification as soon as possible and redeliver the software to Customer, at no cost to Customer. At the time of redelivery of the software, the test period of 10 working days shall commence again.

Should Customer subsequently unexpectedly encounter new defects in the software as a result of non-compliance with the specifications, i.e. defects that were not already present in the previous test period and of which Customer could therefore not have informed Supplier during the previous test period, the procedure described above shall be repeated.

15.5 Client shall be deemed to have accepted the software:

If the parties have not agreed to an acceptance test: upon delivery of the software; or
if the parties have agreed on an acceptance test: after the end of that test period; or (iii) if the parties have agreed on an acceptance test and Customer has sent Supplier a notification as referred to in Article 15.4 during the test period:

after Supplier has repaired the defects specified in the notification;or (iv) upon commissioning of the software by Customer.

15.6 If the software is delivered and tested in stages and/or parts, the non-acceptance of one stage and/or part shall not affect any acceptance of another stage and/or other part.

16. Warranty

16.1 For a period of one month after delivery or, if an acceptance test has been agreed, one month after the end of the test period, Supplier shall repair any defects in the software resulting from failure to meet specifications free of charge, if and to the extent that it has been notified in writing of such defects by Customer within that period. Supplier does not guarantee that the software will operate without interruption and/or defects and/or that all defects can be repaired.

16.2 Client is responsible for correct and judicious use and/or application of the software as well as for control and security procedures and adequate system management.

16.3 The Supplier may charge its usual commercial rates and the costs of repair during the above-mentioned warranty period if the defects in the software were caused by user errors and/or injudicious use of the software and/or by other causes not attributable to the Supplier.

16.4 The warranty obligation shall lapse if the Customer has made or caused to be made any changes in the software without the prior written consent of the Supplier. Recovery of mutilated or lost data is not covered by the warranty obligation.

16.5 Repair of the defects shall take place at a location to be determined by Supplier. The Supplier shall be entitled, at its discretion, to provide either permanent or temporary solutions or, as the case may be, temporary solutions.

program workarounds and/or problem-avoiding restrictions in the software.

16.6 After the expiration of the warranty period referred to in this article, the Supplier shall not be obliged to repair any defects in the software, unless the parties have agreed on a maintenance or service level agreement for this purpose.

17. Right to use

17.1 Without prejudice to the provisions of Article 11 of these General Terms and Conditions, Supplier grants Customer the non-exclusive right to use the software, which right of use includes exclusively the right to load and run the software.

17.2 The source codes of the software and the source codes generated in the development of the software

(technical) documentation shall not be made available to Customer. If Customer requires (technical) documentation, it should request a separate quotation from Supplier for this.

17.3 Customer shall immediately return all copies of the software in its possession to Supplier if the right to use the software as described above is terminated. If the parties have agreed that upon termination of the right of use Customer shall destroy the copies in question, Customer shall confirm such destruction to Supplier in writing without delay.

18. Maintenance/hosting/service level

18.1 At Customer's request, the parties may enter into a maintenance, hosting and/or service level agreement by mutual agreement, which agreement shall be subject to Supplier's usual terms and conditions.

18.2 The Supplier shall attempt to repair defects in the software to the best of its ability within the period specified in the relevant agreement. Repair of the defects shall take place at a location to be determined by Supplier. The Supplier is entitled, at its discretion, to make permanent or temporary solutions and/or program bypasses and/or problem-avoiding restrictions in the software. Supplier does not guarantee that the software will work without interruption and/or defects and/or that all defects can be repaired.

18.3 Client is responsible for correct and judicious use and/or application of the software as well as for control and security procedures and adequate system management.

18.4 A separate quotation must be requested for repair of mutilated and/or lost data, as well as for repair of defects resulting from changes made to the software by or on behalf of the Customer without the prior written consent of the Supplier. Furthermore, Supplier may charge its usual commercial rates and the costs of repair if the defects in the software are caused by user errors and/or injudicious use of the software and/or by other causes not attributable to Supplier.