General terms and conditions of BVCM People B.V.

Filed with the Chamber of Commerce dated November 5, 2019.

Definitions

BVCMPeople: Bureau voor Credit Management People B.V. in Amsterdam Credit Professional: Any natural person (employee) who will perform the Assignment described in the agreement on behalf of BVCM People.
Secondment: An agreement whereby an employee of or on behalf of BVCM People is made available by it, within the framework of its business operations, to the Principal in order to perform work under the Principal's supervision and management pursuant to an assignment given by the Principal to BVCM People.
Assignment: The written agreement between BVCM People and Principal in which BVCM People undertakes to perform certain tasks on behalf of Principal.
Principal: The natural or legal person for whom BVCM People makes efforts within the framework of the Assignment.
Recruitment and Selection: an agreement whereby BVCM People, for the purpose of employment (or a comparable form of employment) for the Principal, selects one or more candidates and introduces these(n) to the Principal, orally or in writing.

1. General
1.1 These general terms and conditions are applicable to all legal relationships, including offers, quotations and agreements entered into between BVCM and Client.

2. Applicability
2.1. These General Terms and Conditions apply to and form part of all proposals, offers, agreements and legal relationships between BVCM People and Client and all agreements and/or disputes arising therefrom.
2.2. Deviations from these General Terms and Conditions are only valid if expressly agreed in writing by the management of BVCM People. Such deviations only apply to the case in question and no rights can be derived from them.
No rights can be derived from them with regard to legal relationships entered into at a later date.
2.3. The applicability of any other General Terms and Conditions that may be used or referred to by the Client is hereby expressly rejected.

3. Non-binding offers and conclusion of assignments
3.1. All quotations and cost estimates of BVCM People are entirely without obligation, unless the contrary is explicitly stated in an individually addressed written quotation.
3.2. An Assignment between BVCM People and Principal is established in the following manner and at the following times:

• either, if no order confirmation is sent, at the moment when Client has given an order to BVCM People orally or in writing;
• or, if an order confirmation is sent, when BVCM People has sent the order confirmation to Client and BVCM People has received the order confirmation signed for approval;
• or, if an order confirmation is sent, at the moment when BVCM People has sent the order confirmation to Client (but Client has not returned the order confirmation signed for approval to BVCM People, while Client has meanwhile actually deployed the candidate or employee of BVCM People
  candidate or employee). Each of the parties is nevertheless free to prove that the contract was concluded in a different manner and/or at a different time.

4. Costs
4.1. With regard to the assignments carried out by BVCM People under the agreement, the Client will owe BVCM People a fee in accordance with the provisions in the agreement. The prices and/or fees stated in the agreement are exclusive of sales tax (VAT).
4.2. The compensation for Secondment due by Client to BVCM People is based on the agreed scope of work, whereby Client is obliged, barring leave and/or sick days, to hire BVCM People's employee for 40 hours per week (5 days of 8 hours per day), unless the parties agree otherwise in writing. Hours not worked
will be invoiced and must be paid by Client. The (hourly) rate will be increased annually on January 1 with the Consumer Price Index (CPI) according to CBS.
4.3. The hourly rate will be determined by BVCM People and partly determined on the basis of the assignment obtained from the Principal.
4.4. The hourly rates apply to normal working days of 8 hours, during normal office hours and excluding any breaks, with a maximum of 40 hours per week. Work beyond this shall be considered overtime. Overtime may only be performed at the instruction of the Client. Permission from BVCM People is required if the overtime exceeds one hour per day and/or more than 4 hours per week.
4.5. The following surcharges apply to overtime:

• 150%: more than 40 hours per week
• 200%: Saturday, Sunday and public holidays

4.6. The prices/rates mentioned in the agreement are exclusive of travel and accommodation expenses. Mileage, will be declared at Euro 0.34 per kilometer commuting. In addition to an allowance for the kilometers to be driven, an allowance for travel time and/or accommodation expenses may also be agreed, if necessary.
4.7. BVCM People will cause a weekly timesheet to be kept by the Credit Professional of BVCM People during the course of the agreement, which will serve as the basis for calculating the remuneration for the work performed by the Credit Professional of BVCM People.
4.8. In the case of Recruitment and Selection, BVCM People works on a 'no cure no pay' basis, whereby fees are only due in the event of successful fulfilment, which is understood to mean the deployment of the candidate put forward by BVCM People in the client's business operations.
4.9. The fee for Recruitment and Selection due from Client to BVCM People shall be a percentage of the gross annual salary on a full-time basis of the selected candidate upon employment, based on full-time employment. The gross annual salary also includes vacation pay and 13th month. This fee is increased with VAT. The client is required to provide the information necessary to determine the fee and start date of the candidate selected by BVCM People as soon as possible, but within 14 days after a request by BVCM People. If the client fails to provide timely, insufficient or incorrect data, BVCM People is entitled to estimate the amount of the gross annual salary and the start date and to invoice in accordance with that estimate.
4.10. Successful fulfillment of the Recruitment & Selection assignment, as referred to above, is also understood to mean the case that a candidate introduced by BVCM People to the client, within 12 months of that introduction, enters into employment or otherwise works, whether through third parties or otherwise, at the client or at an affiliated company. The fee is also due if the candidate introduced by BVCM People is known to the client, through a job application or otherwise, to a greater or lesser extent.

5. Payment
5.1. Unless otherwise agreed in writing, the Client is at all times required to pay BVCM People's invoices no later than 14 days after the invoice date, in the currency indicated in the invoice, unless otherwise agreed in writing. The payment date is the date of bank transfer to BVCM People.
5.2. Client shall sign the weekly statement for approval on the first working day and no later than the third day after the end of each working week. The Principal is obliged to ensure that the correct number of hours, overtime, travel hours, kilometers driven and expenses incurred are entered on these weekly statements. By signing the weekly statements, the work performed on behalf of the assignment is approved and accepted. The Credit Professional sends the signed weekly statement to BVCM People. Towards the Principal who does not comply with his obligations under this article and therefore does not cooperate in the creation of proof binding for the parties involved with regard to the hours worked and the expenses incurred by the seconded employee and also in the event of a difference between the timesheet submitted to BVCM People and the copy retained by the Principal, the timesheet submitted to BVCM People for settlement, which will be included in the invoice, will be deemed full proof, unless
proof to the contrary by the Principal that the said difference is not attributable to him/her. In case of objections, the Client is obliged to submit a written objection no later than the third day after the end of each working week.
5.3. BVCM People will send Client an invoice specifying the fee of BVCM People's Credit Professional at the end of each week and at the end/after termination of the agreement.
5.4. After the expiry of the payment term stipulated in the first paragraph of this Article 5.1, the Client shall be in default without notice of default being required. The Principal shall then owe BVCM People interest of 1.5% per month on the outstanding amount.
5.5. Both the reasonable judicial and extrajudicial costs incurred with regard to the collection and recovery of payments not received in a timely manner from the Client by BVCM People are for the Client's account. The compensation in respect of extrajudicial collection costs is set at a minimum of 15% of the principal amount due. In case
Contractor is put in the right, Contractor is also eligible for reimbursement of judicial costs.
5.6. Payments made by the Principal will primarily serve to pay the interest owed as referred to in paragraph 4 of this Article 5 and, further, the judicial and extrajudicial costs referred to in paragraph 5 of this Article 5 and will thereafter be deducted from the oldest outstanding claim.

6. Secondment
6.1. The Principal will provide BVCM People with accurate information regarding the position, working hours, working time, activities, workplaces and working conditions relating to the Credit Professional as well as regarding the intended duration of the assignment. BVCM People will relate this information provided by the Principal to the qualities, capacities and availability of the staff eligible for secondment. On this basis BVCM People will determine to the best of its ability which Credit Professional will be proposed pursuant to the assignment. Within the framework indicated here, BVCM People is completely free in the choice of the Credit Professional proposed pursuant to the Assignment.
6.2. Vacations, absences due to retraining courses or refresher courses and other days off of the Credit Professional, other than on the holidays mentioned below, will take place after consultation with Principal, taking into account the progress of the Assignment.
6.3. Public holidays are understood to mean New Year's Day, Easter Monday, King's Day, Ascension Day, Whit Monday, Christmas Day and Boxing Day. No payment is due for the period during which no work is performed by BVCM People on behalf of the Client due to absence, including illness or days off of the Credit Professional.
6.4. The Client will give the Credit Professional the opportunity to take extraordinary leave in all reasonableness as BVCM People is legally obliged to do as an employer towards its employee and/or to comply with the obligations imposed by
BVCM People required, without the Credit Professional being under any obligation to compensate these hours with the Principal.

7. Recruiting clause and other obligations Client
7.1. During the term of the agreement as well as for one year after termination thereof, the Client will not in any way, hire Credit Professionals/ Employees of BVCM People or of companies used by BVCM People for the execution of this agreement and who are (have been) involved in the execution of the agreement, or have them work for them in any other way, directly or indirectly, or enter into any other type of business relationship with them, directly or indirectly, unless with the express written permission of BVCM People.
7.2. The parties acknowledge that all information which becomes known to them in the context of the execution of the agreement is of a confidential nature, if it may reasonably be assumed that the Credit Professional is aware of its confidential nature, unless such information is of common knowledge.
7.3. The parties declare that they will make every effort to take measures to ensure complete confidentiality with respect to all confidential information of which the parties, their staff members or third parties working for them become aware. Each Credit Professional involved shall sign a confidentiality declaration upon request.
7.4. Client is not permitted to transfer his rights and/or obligations under the agreement or these terms and conditions to a third party without the prior written consent of BVCM People. Furthermore, the Principal is not permitted to employ the seconded person abroad and/or make him available to a third party, unless with the prior written permission of BVCM People.

8. Agreement
8.1. The contract will be entered into for a definite period of time. An agreement entered into for a definite period will terminate by operation of law by the expiry of the agreed duration of the agreement. Any agreement entered into by BVCM People is an obligation of best efforts.
8.2. Extension of this agreement is possible by mutual agreement, on the understanding that such extension must be agreed upon in writing between the parties.
8.3. The provisions of Article 8.2 shall apply mutatis mutandis to subsequent extensions.
8.4. If the possibility of premature termination has been agreed upon, termination must be in writing without notice.
8.5. A party shall only be entitled to dissolve the agreement if the other party, after a proper notice of default which is as detailed as possible and in which a period of two weeks is given to remedy the failure, imputably fails to comply with an essential obligation under the agreement.
8.6. An agreement entered into for an indefinite period can only be terminated in writing with due observance of a notice period of one calendar month.
8.7. The agreement shall terminate by operation of law if: A. BVCM People can no longer make the Credit Professional available to the Client
A. BVCM People can no longer make the Credit Professional available to Principal as a result of circumstances beyond the control of BVCM People, for example as a result of government measures, in the broadest sense of the word, or because the employment relationship between BVCM People and the Credit Professional has ended;
B. Client: applies for or obtains a suspension of payment; applies for or is declared bankrupt; submits a request for debt restructuring under the Dutch Natural Persons Debt Rescheduling Act; ceases its business; is placed under guardianship or administration or otherwise; becomes legally incapable or dies.

9. Substitution (secondment).
9.1. BVCM People shall endeavor to ensure that the Credit Professional's competence as much as possible meets the agreed job class and as much as possible meets the reasonable requirements, in connection with the Assignment to be performed as described in the agreement.
9.2. BVCM People reserves the right to replace the Credit Professional throughout the term of the agreement, for part or all of the hours specified in the agreement, with one or more other Credit Professionals.
9.3. If the Credit Professional shall be unable to perform the agreed work for 14 or more consecutive days due to illness the parties shall mutually agree on the consequences thereof for this agreement.
9.4. During the assignment the Credit Professional shall be given the opportunity to take the vacations to which he/she is entitled. In the event a vacation period of more than two consecutive weeks is required, this will be notified at least one month prior. BVCM People will, in the event of a vacation period exceeding two consecutive weeks
BVCM People will make every effort to place a replacement Credit Professional from BVCM People if the Client so desires.
9.5. Without prejudice to the provisions of Article 9.4, if the incident described there occurs, BVCM People will make every effort to second an equivalent replacement for the Credit Professional to the Principal.
9.6. In case of replacement BVCM People will take care of this as soon as possible after prior consultation with the Principal. This consultation will also determine when the replacement will commence work. BVCM People will endeavour to have the work continue in such a way that this has as little effect as possible on the progress.
9.7. BVCM People will strive to ensure that the replacement meets the same qualifications as the original Credit Professional as much as possible. If a familiarisation period is necessary, the number of days not charged by BVCM People will be determined in advance in consultation in each case.

10. Obligations and liability
10.1. BVCM People is not liable for any damage caused during, by or in connection with this agreement, except if and insofar as the damage suffered was caused by intent or gross negligence of BVCM People B.V. or its own Credit Professionals or other employees.
10.2. The Principal is obligated to furnish and maintain the premises, tools and equipment with which the Credit Professional provided by BVCM People B.V. performs the work in such a manner, as well as to take such measures and provide such instructions for the performance of the work as are reasonably necessary to prevent the Credit Professional provided to it by BVCM People from suffering damage in the performance of his work for the Principal. The Client is fully liable for the damage suffered by the Credit Professional or otherwise employee of BVCM People as a result of any failure with respect to the obligation mentioned in the previous sentence.
10.3. BVCM People is never liable for compensation of immaterial damage, indirect damage or consequential damage, including loss of profit, company damage, (additional) costs, indirect or direct damage of third parties or any other damage whatsoever. Insofar as BVCM People may be liable for any other damage, BVCM People's liability for
damage of Client which is caused by not timely, not fully or not properly carrying out the assignment, is limited to a maximum of the amount of the fee charged by BVCM People to Client for carrying out the activities in which the cause of the damage is located, on the understanding that only the fee relating to the last six months in which these activities were carried out will be taken into consideration. Any compensation owed by BVCM People to Client will, however, never exceed the amount for which BVCM People's liability is covered by insurance where applicable, at least the amount of €25,000. The above is an exception in the event of intent or equivalent gross negligence on the part of BVCM People. BVCM People in this and the following provisions of this article also includes its employees as well as any third parties it engages in the performance of the assignment.
10.4. BVCM People stipulates all statutory and contractual defences which it can invoke to defend its own liability towards Client, also on behalf of its subordinates and non-subordinates for whose conduct it is liable under the law.
10.5. If Client fails to fulfill its obligations, it will be liable for any damages incurred as a result. Client indemnifies BVCM People for all claims that may arise from this obligation.
10.6. BVCM People excludes any liability for any exchange rate differences or currency loss.
10.7. BVCM People is never obliged to indicate the ways in which information has been or will be obtained by BVCM PEOPLE.

11. Intellectual property
11.1. The software, documentation and other information produced and/or compiled by the Credit Professional of BVCM People for the purpose of the Assignment are the exclusive property of Client. However, BVCM People or its Employee cannot be restricted in the use of the experience, knowledge and ideas gained.
11.2. The Principal indemnifies BVCM People against all claims of third parties regarding infringement of any patent right, violation of any copyright, or similar infringements regarding the software, documentation and other type of information made available by the Principal to the Employee of BVCM People.

12. Indemnification
12.1. The Credit Professionals or other employees of BVCM People and/or third parties engaged by BVCM People for the performance of the agreement may invoke vis-à-vis the Principal all defenses to be derived from the agreement as if they themselves were parties to that agreement.
12.2. The Client shall indemnify BVCM People its Credit Professionals or other employees and the third parties referred to in Article 12.1 from all claims against BVCM People by others than the Client itself, during, through or in connection with the performance by BVCM People of the agreement, insofar as such claims are more or different than those to which the Client itself is entitled against BVCM People.
12.3. The Client indemnifies BVCM People for any liability (including costs including the actual costs of legal assistance) of any damages and losses resulting directly or indirectly from the Credit Professionals or other employee inflicting on the Client or third parties or from obligations that these employees have entered into with or have arisen for them vis-à-vis the Client or third parties, whether or not with the consent of the Client or third parties.
12.4. In particular Principal indemnifies BVCM People for damage of surviving relatives due to loss of income, to the extent that this damage is the result of injuries of employees of BVCM People and/or other persons involved in the performance of a contract, incurred during the performance of that contract to the extent that death is the result thereof.

13. Social and fiscal obligations
13.1. BVCM People will prove at Client's request by means of an accountant's certificate that with respect to the work performed by BVCM People for Client the payroll taxes and social premiums have been correctly withheld, declared and paid.
13.2. Insofar as the said accountant's statement shows that BVCM People is in default of the legally required remittances, Client is entitled to make its payments to BVCM People up to the amount of the missing remittances in the name of BVCM People directly to the Industrial Insurance Board and/or the Tax Authorities.
13.3. If the Bedrijfsvereniging and/or the Belastingdienst submits a claim against Client regarding payroll tax, social security contributions and/or turnover tax which according to the Bedrijfsvereniging and/or the Belastingdienst should allegedly have been paid by BVCM People, BVCM People will pay this claim for Client, upon submission of proper documentary evidence by Client, or have a bank guarantee issued for the claimed amount payable in the name of Client to the Bedrijfsvereniging and/or Belastingdienst after an irrevocable court decision that the claim is based on a shortcoming of BVCM People, after which BVCM People will be irrevocably authorized by Client to consult and defend this claim entirely at its own discretion and at its own expense. The Principal cedes all its rights (restitution, interest, compensation) against the Industrial Association and/or Tax Authority on account of this claim to BVCM People and will provide the accountant or lawyer engaged by BVCM People with all information required by them in this respect.

14. Good principal
14.1. The Principal will act with the same care towards the Credit Professional in the performance of supervision or management as well as with respect to the performance of the work as it is bound to do towards its own employees.
14.2 The Client undertakes to do all that this Agreement obliges it to do. In addition, the Client shall ensure that the circumstances under which BVCM People undertakes to perform the Secondment are not materially altered. The Client acknowledges that BVCM People's performance of this agreement depends on the Client's timely and correct performance of its obligations and in particular depends on the Client's prompt and efficient decision-making and approval. Delay on the part of the Client shall be at the Client's expense and may entail the release of BVCM People, in turn, from any obligation or time limit, or the payment of additional compensation or increased expenses by the Client.

15. References
Unless and to the extent otherwise expressly agreed in writing, BVCM People B.V. is free to use the Client's name as a reference for current or future clients.

16. Code of Ethics.
In order to prevent unlawful discrimination, in particular regarding religion, philosophy of life, political persuasion, gender, race or any other ground whatsoever, non-relevant requirements, when providing the information regarding the work to be assigned, cannot be made by the Principal nor be taken into consideration by BVCM People.

17. Confidentiality
Client and Credit Professional undertake not to disclose, either during this agreement or after its termination, in any way, shape or form, to any person whatsoever, details of Contractors or Clients concerning or related to the project which have become known during or as a result of the performance of the project and about which secrecy was imposed at the start of the employment and/or of which the secret or confidential nature is known or ought to be known.

18. Due date
Client is required, if he is or remains of the opinion that BVCM People has not carried out the assignment on time, fully or properly, to immediately notify BVCM People of this in writing and to enforce the claims based on this in court within one year after the date of the above-mentioned notification, or within one year after this notification should have been given, failing which all his rights and claims in this respect will lapse upon expiry of the above-mentioned period.

19. Applicable law, competent court
19.1. These General Terms and Conditions and the Assignment to which these General Terms and Conditions apply, as well as all other legal relationships between the parties, shall be governed by Dutch law.
19.2. Disputes arising from or relating to the Assignment to which these General Terms and Conditions apply and disputes relating to these General Terms and Conditions shall be exclusively settled by the competent court in Amsterdam, unless rules of mandatory law dictate otherwise.

20. Amendments and location of the conditions
These General Terms and Conditions have been filed at the office of the Chamber of Commerce in Amsterdam. The most recently filed version or the version valid at the time of the conclusion of the Assignment shall always apply.