General Terms and Conditions Validators B.V.

From: Validators B.V., Johan van Hasseltweg 39c, 1021 KN in Amsterdam; hereinafter referred to as: the contractor.

1. Definitions

In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise: Client: the (potential) client. Contractor: Market research and/or selection agency. Agreement: the agreement to provide services.

2. General

2.1. These terms and conditions apply to every offer and/or quotation and/or agreement between the contractor and a (potential) client regarding the execution of communication research in the broadest sense of the word, to which the contractor has declared these terms and conditions applicable, insofar as these terms and conditions are not explicitly deviated from by the parties in writing.

2.2. The present conditions also apply to all agreements with Contractor, for the execution of which third parties must be involved.

2.3. Any deviations from these general terms and conditions shall only be valid if expressly agreed in writing and shall only apply to the Agreement to which they are explicitly declared applicable.

2.4. The applicability of any general, purchase or other conditions of the client is expressly rejected, unless the applicability of such conditions is agreed upon in writing between the parties in addition to the applicability of these conditions.

2.5. If one or more of the provisions of these general terms and conditions are invalid or may be annulled, the other provisions of these general terms and conditions shall remain fully applicable. The contractor and the client will agree on a new provision to replace the void or voided provision, which will take the purpose and intent of the original provision into account as much as possible.

2.6. The Code of Conduct for Research and Statistics and the International ICC/ESOMAR Code of Conduct shall be observed in every assignment.

2.7. All forms of communication shall always take place in writing by e-mail. Communications by other means will be confirmed by email.

3. Briefing documents and information

3.1. Contractor shall be sufficiently aware of the objectives of the Client with the Agreement.

3.2. Proposals and offers of the contractor are based on the information provided by the customer. The Client guarantees, to the best of its ability, to provide all essential information for the setting up and implementation of the Agreement. The customer also guarantees that he is entitled to use all the information provided to the contractor, including address details and data sets, for the purposes of the agreement.

3.3. Both parties are obliged to keep confidential all confidential information they have obtained within the framework of their agreement from each other or from another source. Information is deemed to be confidential if the other party has indicated this or if this follows from the nature of the information. This confidentiality obligation shall also apply if Octrooibureau Novopatent has received information from the Client, but no agreement is concluded.

4. Proposals and tenders

4.1. All proposals and quotations are without obligation, unless a period for acceptance is specified in the offer.

4.2. The prices in the proposals and quotations mentioned are exclusive of VAT and other government levies, as well as any costs to be incurred within the scope of the agreement, including shipping and administrative costs, unless otherwise indicated.

4.3. If the acceptance deviates (on minor points) from the offer included in the quotation, the Supplier is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the Supplier indicates otherwise.

4.4. A composite quotation shall not oblige the Contractor to perform part of the Agreement at a corresponding part of the quoted price.

4.5. The contractor’s proposals and tenders shall be free of obligation; they shall be valid for 30 days, unless indicated otherwise. The contractor shall only be bound by the proposals and tenders if the acceptance thereof is confirmed by the other party in writing within 30 days, unless indicated otherwise.

4.6. The rates and costs offered cannot be increased by the contractor after the offer, unless the execution of the order cannot be started within 4 months after the offer/quotation has been made due to the client’s fault, or if the contractor has reserved the right to increase them.

4.7. The agreement is concluded when the client has agreed in writing to the proposal or offer, or when the execution of the agreement has been started with the knowledge of the client.

5. Execution of the Order

5.1. Contractor will perform the Agreement to the best of his knowledge and ability and in accordance with the requirements of good craftsmanship. All this on the basis of the then known state of the art. The contractor cannot be held liable for unforeseen harmful consequences that have arisen as a result of the advice.

5.2. If and in so far as required for the proper execution of the agreement, the contractor has the right to have certain activities carried out by third parties.

5.3. The Client shall ensure that all data indicated by the Supplier as being necessary, or which the Client should reasonably understand to be necessary for the execution of the Agreement, shall be provided in good time to the Supplier. If the data necessary for the execution of the agreement are not provided to the contractor in due time, the contractor has the right to suspend the execution of the agreement and / or to charge the client for the additional costs resulting from the delay according to the usual rates.

5.4. The contractor is not liable for damage of any kind, due to the fact that the contractor has relied on incorrect and/or incomplete information provided by the client, unless such incorrectness or incompleteness should have been known to the contractor.

5.5. If the contractor or third parties engaged by the contractor carry out work within the scope of the assignment at the client’s premises or at a location designated by the client, the client shall provide the facilities reasonably required by those employees free of charge.

5.6. The Client indemnifies the Supplier for any claims from third parties who suffer damages in connection with the execution of the agreement and which are attributable to the Client.

5.7. The client has the right to give feedback on the questionnaire at least once, after which the final version of the questionnaire will be shared with the client.

5.8. The client has the right to provide feedback on the report at least twice. Questions or remarks that arise from the report and do not fall within the framework of the proposal will be worked out on the basis of PM costs, if the client agrees.

6. Amendment of the agreement

6.1. If, during the performance of the agreement, it becomes apparent that the work to be carried out needs to be changed or supplemented in order to ensure its proper performance, the parties will amend the agreement accordingly in good time and in mutual consultation. The contractor is not permitted to make changes to the set-up of a study without the client’s consent.

6.2. If the parties agree that the Agreement will be amended or supplemented, this may affect the time at which performance is completed. Contractor will inform Client of this as soon as possible.

6.3. If the amendment of or addition to the agreement will have financial and/or qualitative consequences, the contractor will inform the client accordingly in advance.

6.4. Contrary to 6.3, the Contractor will not be able to charge additional costs if the change or supplement is the result of circumstances that can be attributed to the Contractor.

6.5. Agreed delivery times are not binding in the event of a delay due to unforeseen circumstances connected with interim changes to the agreement or other circumstances which both the contractor and the client should have taken into account when the order was placed. If the contractor foresees a delay, the client will be informed.

6.6. If the client wishes to change the time schedule, the contractor shall cooperate if consultation takes place in a timely manner. If the client deviates from the planned fieldwork dates, the contractor may charge the client for the costs arising from the change in the agreed time schedule desired by the client. Unless otherwise agreed, the client shall announce any deviations from the agreed time schedule at least 10 working days before the planned commencement of the fieldwork. If this period is not observed, the contractor may recover the full costs of the fieldwork from the client.

7. (Interim) cancellation/suspension or dissolution of the agreement

7.1. If the agreement is not performed in accordance with the underlying proposal/quotation as a result of a cause attributable to the contractor, the customer shall declare the contractor to be in default in writing. The Client shall give the Contractor the opportunity to perform the agreement properly as yet, with due observance of a 7-day period. The Client is not obliged to give the Contractor the opportunity to do so if this cannot reasonably be required of the Client. Additional costs incurred by the contractor after notice of default has been given will not be eligible for reimbursement. Only if the agreement has not been properly executed after notice of default has been issued, will the client be entitled to cancel the order.

7.2. In the event of cancellation, the Client must inform the relevant contact person of Validators in writing as well as verbally of the cancellation. The date of cancellation is defined as the moment on which the relevant contact person of Validators has confirmed the cancellation in writing.

7.3. If the contractor has been unable to perform the agreement in accordance with the proposal/offer due to a cause which is attributable to the customer, the contractor shall give the customer notice of default in writing, observing a period of 7 days. The contracted party will offer to carry out the agreement in accordance with the proposal, unless this cannot reasonably be required of the contracted party. The additional costs incurred by the contractor in this connection shall be borne by the client. If the Client does not accept the offer, the Client shall be obliged to compensate the Contractor for the loss suffered as a result of the non-performance of the Agreement.

7.4. Contractor shall be entitled to dissolve the agreement without notice of default or to suspend performance of the agreement, if Client does not fulfil his obligations towards Contractor, or does not fulfil them on time or properly.

7.5. Any cost advantages that have been calculated on future orders within the contract lapse if a contract is cancelled according to 7.3. Example: if you have been charged a total discount of 5% for two different assignments, then if you cancel one of these assignments within the agreement you will pay the cancellation fee below and the 5% discount on the costs for the other project will lapse. The total cancellation costs are the sum of the costs incurred, work carried out and a percentage of the planned work. The following shall apply:

– Costs incurred: All costs incurred for the project will be charged.

– Work performed: All work carried out in the period prior to the cancellation date will be charged. These costs are calculated on the basis of the number of hours worked on the project.

8. Contract duration; term of execution

8.1. The agreement between the contractor and a customer is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties explicitly agree otherwise in writing.

8.2. If a deadline has been agreed within the term of the agreement for the completion of certain work, this shall never be a firm deadline. If the term for completion is exceeded, the client must therefore give the contractor written notice of default.

9. Payment

9.1. Payment must be made within 30 days of the invoice date unless otherwise indicated, in a manner to be indicated by the contractor in the currency in which the invoice was made. Objections to the amount of the invoices do not suspend the payment obligation.

9.2. If client fails to make payment within the period of 30 days, then client shall be in default by operation of law. In that case, client shall owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. The interest on the amount due and payable shall be calculated from the moment that client is in default until the moment of payment of the amount in full.

9.3. In the event of the liquidation, bankruptcy, seizure or suspension of payment of the customer, the contractor’s claims against the customer will be immediately due and payable.

9.4. The rates stated in the Agreement include travel and accommodation expenses, unless otherwise agreed. Any costs which the contractor may charge to the principal must be specified in outline form by the contractor on request.

9.5. Costs which the contractor may charge to the principal shall, on request, be specified by the contractor in outline form.

10. Collection costs

10.1. If the client is in default or breach of contract in the (timely) fulfilment of his obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the client. In any case, the client shall owe collection costs in the event of a monetary claim. The collection costs are calculated in accordance with the collection rate recommended by the Netherlands Bar Association in collection cases, with a minimum amount of € 500.

10.2. If the Supplier has incurred higher costs, which were reasonably necessary, they will also qualify for reimbursement. Any reasonable judicial and execution costs incurred will also be borne by the client.

11. Complaints

11.1. Complaints about the work performed must be reported in writing to the contractor by the client within 8 days of discovery, but no later than within 14 days of completion of the work in question. The notice of default must contain as detailed as possible a description of the shortcoming, so that the contractor is able to respond adequately.

11.2. If a complaint is well-founded, the Supplier will still perform the work as agreed, unless this has meanwhile become demonstrably pointless for the Client. The latter must be demonstrated in writing by the client and must be shown to be reasonable.

11.3. If it is no longer possible or worthwhile to carry out the agreed work, the Supplier will only be liable within the limits laid down in Article 16.

12. Termination

12.1. Both parties may terminate the agreement in writing at any time.

12.2. If the agreement is terminated prematurely by the client, the contractor shall be entitled to compensation for the resulting loss of capacity utilisation, which must be reasonably expected, unless the termination is based on facts and circumstances that can be attributed to the contractor. In addition, the client will then be obliged to pay the invoices for the work performed up to that point. The provisional results of the work carried out up to that point will therefore be made available to the client with reservation.

12.3. If the agreement is terminated prematurely by the contractor, the contractor will, in consultation with the client, arrange for the transfer of work still to be carried out to third parties, unless the termination is based on facts and circumstances that are attributable to the client.

12.4. If the transfer of the work results in additional costs for the contractor, they will be charged to the client.

13. Suspension and dissolution

13.1. Contractor is authorised to suspend the fulfilment of its obligations or to dissolve the agreement, if:

– Client does not or not fully comply with the obligations under the agreement.

– After the agreement has been concluded, circumstances come to the knowledge of the contractor which give him good reason to fear that the client will not fulfil his obligations. In the event that there are good grounds for fearing that the Client will only partially or improperly fulfil its obligations, suspension will only be permitted in so far as the shortcoming justifies such action.

– Client was requested to provide security for the fulfilment of his obligations under the agreement when it was concluded and that this security is not provided or insufficient.

13.2. Furthermore, the contractor is authorised to dissolve the agreement or have it dissolved if circumstances arise of such a nature that fulfilment of the agreement cannot possibly be required or can no longer be required in accordance with standards of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement cannot reasonably be expected.

13.3. If the agreement is dissolved, the contractor’s claims against the customer are immediately due and payable. If the contractor suspends fulfilment of his obligations, he shall retain his claims under the law and the agreement.

13.4. Contractor always retains the right to claim damages.

14. Confidentiality

14.1. All information provided by the Client to the Contractor within the context of the Agreement shall be treated as confidential and the Contractor shall be obliged to keep this information secret from third parties who are not involved in the performance of the Agreement. Even if the client does not assign the agreement to the contractor, this confidentiality obligation remains in force when the client has supplied information. Information is considered confidential if the other party has indicated this, or if this follows from the nature of the information, but at least the information that is exchanged between the client and the contractor as part of the research.

14.2. Principal is obliged to guarantee the privacy interests of respondents. Client is only entitled to use the results obtained from research for statistical or comparative purposes, provided that those results cannot be traced back to individual respondents. Principal and the individual respondents will nevertheless be free to make agreements deviating from this provision, in joint consultation.

14.3. Penalty clause if confidentiality is breached: The Contractor shall owe an immediately payable penalty of five (5) times the agreed fee for the Assignment, without prejudice to the Contractor’s right to claim damages.

14.4. If, pursuant to a statutory provision or a judicial decision, the Supplier is required to disclose confidential information to third parties designated by law or the competent court and the Supplier cannot invoke a legal right to refuse to give evidence or such a right acknowledged or permitted by the competent court, the Supplier will not be required to pay compensation or indemnification and the Other Party will not be entitled to dissolve the agreement on the grounds of any damage resulting from this.

15. Return of items made available

15.1. If the contractor has made goods available to the customer during the execution of the agreement, the customer is obliged to return the delivered goods within 14 days in their original state, free of defects and in their entirety. If the Client fails to fulfil this obligation, all costs arising from this shall be borne by the Client.

15.2. If, for any reason whatsoever, the Client remains in default of the obligation referred to in Article 15.1 after receiving a reminder to do so, the Contractor will be entitled to recover the resulting damage and costs, including replacement costs, from the Client.

16. Liability

16.1. Should the Supplier be liable, then this liability will be limited to the provisions of this clause.

16.2. The results of application and use of studies performed and advice given by the contractor are dependent on many factors beyond the contractor’s control. Although the assignment will be carried out by the Contractor to the best of its knowledge and ability and in accordance with the requirements of good workmanship, the Contractor can therefore not give any guarantees as to the results of the studies performed and advice provided by the Contractor. If the contractor is liable for direct loss, such liability shall be limited to the amount of the fee received by the contractor for the work under the agreement, limited to that part of the assignment to which the liability relates. Liability shall at all times be limited to a maximum of the amount of the payment to be made by the contractor’s insurer.

16.3. Direct damage is exclusively understood as

– The reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;

– any reasonable costs incurred to have the contractor’s defective performance conform to the agreement, unless such costs cannot be attributed to the contractor;

– Reasonable costs incurred to prevent or limit damage, insofar as client demonstrates that these costs have resulted in limiting direct damage as referred to in these general terms and conditions.

16.4. The Contractor shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.

16.5. The limitations of liability for direct loss included in these conditions do not apply if the loss is due to intent or gross negligence on the part of the contractor or his subordinates.

16.6. In no event shall the contractor’s liability exceed the amount eligible for payment under its business liability insurance policy.

16.7. Any claims by the client in the sense referred to in this article must be submitted within one year of the discovery of the damage, failing which the client will have exhausted its rights.

17. Storage period

Validators maintains a retention period of at least 5 years for all research materials, including collected data. Validators does this for the purpose of verifiability and replicability of studies. All materials for the study provided by the client are stored on Validators’ secure server.

18. Indemnities

18.1. The Client indemnifies the Supplier for claims by third parties concerning intellectual property rights on materials or data provided by the Client which are used in the performance of the Agreement.

18.2. If the Client provides the Contractor with information carriers, electronic files or software etc., the Contractor guarantees that these information carriers, electronic files or software are free of viruses and defects.

19. Transfer of risk

19.1. The risk of loss of or damage to the goods that are the subject of the agreement shall pass to the client at the time at which they are legally and/or actually delivered to the client and thus come under the control of the client or a third party designated by the client.

20. Force majeure

20.1. The parties are not obliged to comply with any obligation if they are prevented from doing so as a result of a circumstance that cannot be attributed to fault, and which is not for their account pursuant to the law, a juristic act or generally accepted practice.

20.2. In these general terms and conditions, force majeure is understood, in addition to the legal definition and interpretation of the term, to include all external causes, foreseen or unforeseen, over which the contractor cannot exercise any control, but which prevent the contractor from meeting his obligations. Strikes in the company of the contractor are included.

20.3. The Contractor shall also be entitled to invoke force majeure if the circumstance preventing (further) performance arises after the Contractor should have fulfilled his obligations.

20.4. The parties may suspend their obligations under the agreement during the period of force majeure. If this period lasts longer than two months, either party shall be entitled to dissolve the agreement without any obligation to pay the other party damages.

20.5. Insofar as the Supplier has already partially fulfilled his obligations arising from the Agreement at the time when the force majeure occurs, or will be able to fulfil them, and insofar as independent value can be attributed to the part already fulfilled or still to be fulfilled, the Supplier will be entitled to submit a separate invoice for the part already fulfilled or still to be fulfilled respectively. The client will be obliged to pay this invoice as if it were a separate agreement.

21. Ownership and copyrights

21.1. Without prejudice to the other provisions of these General Terms and Conditions, the Contractor reserves the rights and powers vested in it pursuant to the Dutch Copyright Act.

All documents provided by the Supplier such as reports, recommendations, agreements, drafts, sketches, drawings, software, etc. are intended solely for the Client’s use and may not be reproduced, made public or disclosed to third parties by the Client without the Supplier’s prior consent, unless the contrary ensues from the nature of the documents provided.

21.3 The Contractor reserves the right to use the knowledge acquired during the performance of the work for other purposes, to the extent that no confidential information is brought to the attention of third parties in the process.

21.4. All rights (including copyright) to the following (research) materials shall remain vested in/transferred to Client: a. questionnaires, instructions, specifications, data files and other information provided by Client; b. the results of the market research in the form of reports, recommendations, guidelines, etc., on condition that Client has fully paid the amounts owed to Contractor in respect of the assignment.

21.5. All rights, including copyright, in the following research material are and will remain vested in the Contractor:

a. research proposals, quotations or cost statements, etc;

b. all research material developed by Contractor, such as questionnaires, research designs, research techniques, measuring instruments and software;

c. if the agreement concerns multi-client research, also materials about the outcome of the research, such as reports, advice, mock-ups or guidelines. In this context, multi-client research means all research activities, both qualitative and quantitative, carried out in the context of research, insofar as the data of and/or for more than one Client are available.

21.6. The Client is not authorised to pledge (any part of) the goods referred to in 20.5 or encumber them in any other way. Main Contractor is not permitted to bring (any part of) the items mentioned in 20.5 to the attention of third parties without the permission of the Supplier. Principal is permitted to reproduce the material referred to in article 21.5 sub c. for internal use.

21.7. If third parties levy attachment on the goods delivered under 20.5 or wish to establish or enforce rights to them, the Client is obliged to inform the Supplier of this as soon as may reasonably be expected.

21.8. Goods delivered by the Contractor which are subject to retention of title pursuant to the provisions of Section 20.5 of this Article may only be used in the normal course of business.

21.9. In the event that the Contractor wishes to exercise its property rights as set out in this Article, the Client hereby grants the Contractor or any third parties designated by the Contractor its unconditional and irrevocable permission to enter all those places where the Contractor’s property is located and to recover those items.

22. Non-acquisition of staff

22.1 During the term of the agreement and for one year following its termination, the client will not in any way, except after proper consultation on the matter with the contractor, employ or otherwise, directly or indirectly, have employees of the contractor or of companies engaged by the contractor for the execution of this agreement who are or have been involved in the execution of the agreement.

23. Disputes

23.1. The court in the place of establishment of the Supplier is exclusively authorised to take cognisance of disputes, unless the subdistrict court is authorised. Nevertheless, the contractor has the right to submit the dispute to the court which has jurisdiction according to the law.

23.2. Parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.

24. Applicable law

24.1. All agreements between the contractor and the client are governed by Dutch law.

25. Modification and location of conditions

25.1 These terms and conditions have been filed with the Chamber of Commerce in Amsterdam. The most recently filed version or the version which applied at the time of the conclusion of the agreement shall always apply.

Latest amendment date: 15 June 2021.