GENERAL TERMS AND CONDITIONS OF CAS QUALITY CONTROL B.V.

CAS Quality Control B.V., Markt 17, 4875 CB Etten-Leur, the Netherlands – Chamber of Commerce 64111598 – VAT NL855526877B01

These General Terms and Conditions supersede all previous versions of the general terms and conditions of CAS Quality Control B.V. This English text is a translation of the Dutch original; in the event of any discrepancy between the two versions, the Dutch text prevails.

ARTICLE 1 DEFINITIONS

In these general terms and conditions, the following definitions apply:

General Terms and Conditions: these general terms and conditions.

Coordinators: employees of the Client who are designated for communication with CAS and who will, where applicable, attend training in that context.

Services: all work to be performed and services to be provided by CAS, including the supply and making available of Software, online and cloud-based services, document processing, scanning, OCR, document management, implementation, configuration, maintenance, support, hosting, advice, consultancy, project supervision and other related activities.

Defect: the substantial failure of the Software to function in accordance with the specifications agreed in writing or the user documentation provided by CAS.

Use: the use of the Software in accordance with the Agreement.

Users: the natural persons authorised by the Client to use the Software.

Client: any natural person or legal entity that enters into or wishes to enter into an Agreement with CAS.

Agreement: any agreement between CAS and the Client relating to the supply of Software and/or Services, including the annexes thereto.

Parties: CAS and the Client jointly, or each of them individually.

Platform: the online or cloud environment managed by CAS through which Software is made available to the Client, in whole or in part, via the internet.

Software: the software, applications, modules, data files, documentation and other digital functionalities developed or made available by CAS, whether installed locally or made available via the Platform.

Release: a modification of the Software in which Defects have been remedied and/or existing functionalities have been changed.

Version: a new edition of the Software incorporating one or more Releases and/or new functionalities.

ARTICLE 2 APPLICABILITY

a) These General Terms and Conditions apply to all offers, quotations, orders, supplies of Services and invoices by or from CAS and to all Agreements between CAS and the Client, as well as to every request by the Client for the supply of Services, irrespective of whether an Agreement has been concluded between CAS and the Client.

b) General terms and conditions or other conditions used by the Client do not apply. The Client may invoke deviating or supplementary stipulations only if and to the extent that these have been expressly accepted in writing by CAS. Such supplementary or deviating provisions do not affect the applicability of the other provisions of these General Terms and Conditions and apply solely to the agreement for which this has been expressly agreed in writing.

c) By accepting these General Terms and Conditions, the Client also agrees to the applicability of these General Terms and Conditions to all Agreements to be concluded in the future and to all follow-up and supplementary Agreements between CAS and the Client.

ARTICLE 3 AGREEMENT

a) Every Agreement is concluded only if and as soon as CAS expressly confirms the content of the Agreement in writing to the Client following receipt of an order from the Client, or, if earlier, as soon as CAS commences performance of the Services agreed with the Client.

b) Every Client warrants that it is legally authorised to enter into Agreements with CAS.

ARTICLE 4 MULTIPLE CLIENTS

Where an Agreement with CAS is concluded by two or more Clients, each Client is jointly and severally liable towards CAS for the proper and timely performance of the obligations of those Clients under that Agreement.

ARTICLE 5 SOFTWARE; RIGHT OF USE

a) For the term of the Agreement, CAS grants the Client a non-exclusive, non-transferable and non-sublicensable right to use the Software in accordance with the Agreement and these General Terms and Conditions.

b) The right of use comprises solely the use of the agreed functionalities of the Software in accordance with the user documentation and the Agreement.

c) The Software may be used solely within the Client's own organisation and solely for the Client's own business operations, unless agreed otherwise in writing.

d) Where the Software is installed locally, the Client is responsible for a suitable technical environment that meets the specifications stated by CAS.

e) Where the Software is made available via the Platform, the Client is responsible for the management of user accounts, authorisations, passwords and other access credentials.

f) Use is limited to the agreed number of Users, accounts, locations, systems or other agreed units of use.

g) The Client is not permitted to make the Software available to third parties, in whole or in part, or to lease, sell, sublicense, pledge or otherwise transfer it, unless CAS has given its prior written consent.

ARTICLE 6 RESPONSIBILITY REGARDING SPECIFICATIONS

The Client shall ensure that the equipment, software, systems, internet connections, browsers, security facilities and other facilities used by it that are necessary for the use of the Software continue to meet the specifications stated by CAS and generally accepted security standards.

ARTICLE 7 DELIVERY AND ACCEPTANCE

a) The Software is deemed to have been delivered as soon as CAS has made it available to the Client. In the case of a local installation, delivery takes place upon delivery or installation. Where the Software is made available via the Platform, delivery takes place as soon as CAS has provided the agreed access.

b) The Client is entitled to carry out an acceptance test if the Parties have agreed to this. If, at the Client's request, CAS cooperates in whole or in part in an acceptance test, the Parties may agree a separate fee for this.

c) The Software is deemed to have been accepted as soon as the Client puts it into use for operational purposes, or if the Client does not report a Defect preventing acceptance in writing and with reasons within the agreed period.

d) The periods stated by CAS are indicative and have been determined to the best of its knowledge on the basis of the information known to CAS at the time the Agreement was entered into. If any period threatens to be exceeded, the Client and CAS shall consult with each other as soon as possible with a view to a mutually satisfactory solution.

ARTICLE 8 WARRANTY

a) For a period of 4 months following delivery or, in the case of online or cloud-based services, following the commencement of the services, CAS shall use its best efforts to remedy any Defects in the Software, provided that these have been reported to CAS in writing and in detail within the aforementioned period.

b) CAS cannot guarantee that the Software will always operate without interruptions or Defects or that all Defects will be remedied. CAS shall at all times use its best efforts to that end.

c) The restoration of corrupted or lost data does not fall under the warranty obligation.

d) Remedial work shall be carried out at a location and in a manner to be determined by CAS, after consultation with the Client.

e) CAS is entitled to apply temporary solutions, program workarounds or problem-avoiding restrictions in the Software.

f) Following expiry of the warranty period referred to in this article, CAS may remedy any Defects in accordance with the agreed maintenance terms.

ARTICLE 9 EXCEPTIONS TO THE OBLIGATION TO REMEDY DEFECTS

a) Both during and after the warranty period, CAS is not obliged to remedy Defects to the extent that these result from external causes, careless acts or omissions by the Client, incorrect use of the Software, use for a purpose other than that for which the Software is intended, links or connections made by the Client to systems not approved by CAS, changes to infrastructure, accounts, authorisations or configuration, or changes to the Software made by the Client or third parties without the written consent of CAS.

b) In all such cases, CAS is prepared to remedy the Defects concerned against an additional fee, in accordance with the agreed prices and rates.

ARTICLE 10 BACK-UP

The Client undertakes towards CAS to carry out back-up procedures regularly, in accordance with standards customary in the sector, with regard to the data, files and Software held by the Client. To the extent that CAS makes back-ups in the context of online or cloud-based services, this is done in accordance with the procedures agreed in writing or customary at CAS. CAS is not obliged to restore data other than by restoring the most recent available back-up, to the extent available.

ARTICLE 11 PRICES, RATES AND PAYMENT

a) The prices and rates are set out in the quotation agreed and signed by the Parties.

b) All additional work and activities requested by the Client from CAS that are not expressly included in the Agreement and its Annexes may be charged to the Client by CAS against an additional fee.

c) The prices and rates are exclusive of VAT and other levies imposed by the government.

d) The fee for maintenance is invoiced per calendar year and must be paid in advance.

e) CAS is entitled to adjust the prices and rates annually as a result of indexation.

f) All invoices shall be paid by the Client within 30 days of the invoice date.

g) If the Client fails to pay the amounts due within the agreed period, the Client owes statutory interest on the outstanding amount without any notice of default being required. If payment is still not made after a demand, the Client shall further be liable for payment of the extrajudicial costs.

ARTICLE 12 MAINTENANCE, UPDATES AND AVAILABILITY

CAS shall perform the agreed maintenance in accordance with the following conditions:

a) CAS shall use its best efforts to perform the maintenance with due care.

b) Unless agreed otherwise, maintenance comprises the remedying of Defects, the making available or implementation of Releases or Versions and support in the use of the Software.

c) The Client, and in particular its Coordinator, shall report any Defects to the CAS helpdesk as promptly and in as much detail as possible.

d) Upon receipt of a report, CAS shall commence remedial work as soon as possible, at the professional discretion of CAS and in close consultation with the Client.

e) Remedial work carried out at the Client's location may be charged with travel and accommodation costs.

f) CAS may charge additional costs for work carried out outside working days and office hours.

g) If Defects are not caused by the Software, CAS may invoice the work.

h) In the case of local installations, CAS shall notify the Client in advance if a new Release or Version is released. In the case of online or cloud-based services, CAS is entitled to implement updates, Releases, Versions and changes centrally. CAS is not obliged to maintain, change or add functionalities specifically for the Client, unless agreed otherwise in writing.

i) CAS may take the Software or the Platform temporarily out of use, in whole or in part, for preventive, corrective or adaptive maintenance or other forms of service. Where possible, CAS shall announce this in good time and shall not allow it to last longer than necessary.

j) If CAS discontinues maintenance on an older Version or Release, it shall notify the Client thereof in good time.

k) The Client may indicate wishes for modifications to the Software. CAS is not obliged to implement such wishes unless the Parties reach written agreement thereon.

l) Support may be provided by telephone, online and via remote support. Each Party is responsible for its own equipment and connections.

m) CAS shall register reports and monitor their progress.

ARTICLE 13 COORDINATORS

a) The Client shall designate a Coordinator for communication with CAS. The Client shall also designate a deputy Coordinator.
For optimal cooperation between the Parties and a proper understanding of the technical subject matter, the Coordinators shall attend the agreed training courses. Additional education and training shall be charged separately.

b) Where maintenance takes place at the Client's location, the Coordinators shall be available as far as possible.

c) The Coordinator may only make changes to the Software after consultation with and approval by CAS.

d) The Coordinators are responsible for internal support of the Users at the Client.

ARTICLE 14 COOPERATION BY THE CLIENT

a) The Client shall at all times provide CAS in good time with all necessary and relevant data or information and shall give all cooperation required for the proper performance of the Agreement.

b) If the Client supplies data or files to CAS, these shall be supplied in copy. Original data or files remain with the Client, and the Client remains responsible for their accuracy, completeness, quality, lawfulness and use.

c) The Client is responsible for checking the results generated by the Software, including the results of OCR, automated recognition, classification, matching, calculations, indications, analyses and advice. The Client remains responsible for decisions taken on the basis thereof.

d) The services of CAS, including advisory, consultancy, implementation and support work, are performed on the basis of a best-efforts obligation, unless CAS has expressly undertaken in writing to achieve a particular result and that result has been described with sufficient definiteness.

e) If necessary data are not made available, are not made available in time or are not made available in accordance with the arrangements, or if the Client otherwise fails to comply with its obligations, CAS may suspend performance of the Agreement.

ARTICLE 15 THIRD PARTIES

a) CAS is permitted to engage third parties in the performance of its work, whereby CAS remains responsible towards the Client, unless agreed otherwise.

b) CAS is permitted to replace employees involved in the performance of an assignment.

ARTICLE 16 CONFIDENTIALITY

a) Each Party warrants that all confidential information of the other Party will be treated confidentially, including the content of the Agreement, unless disclosure is required by law.

b) In the event of a breach of this provision, the Party in breach owes the other Party an immediately payable penalty of EUR 5,000, without prejudice to the right of the other Party - if the loss suffered exceeds the amount of the total penalty - to claim full compensation for damages instead of the penalty.

ARTICLE 17 INTELLECTUAL PROPERTY RIGHTS

a) All intellectual and industrial property rights in the Software, data files, equipment or other materials developed or made available under the Agreement, such as analyses, designs, (user) documentation, reports and quotations, as well as preparatory material thereof, vest exclusively in CAS, its licensors or its suppliers.

b) The Client is not permitted to remove or alter any indications concerning intellectual and industrial property rights from the Software or other materials, including indications concerning the confidential nature and secrecy of the Software.

c) To the extent that the Software makes use of OCR, algorithmic or AI models, the rights therein and in the underlying methods, models, configurations and improvements remain vested in CAS, its licensors or its suppliers, unless agreed otherwise in writing.

ARTICLE 18 PRIVACY / PROTECTION OF PERSONAL DATA

a) The Parties shall comply with all statutory obligations applicable to them with regard to privacy and personal data, including the General Data Protection Regulation (GDPR).

b) To the extent that CAS processes personal data on behalf of the Client in the context of the Agreement, CAS acts as processor and the Client as controller. In that case, the Parties shall, to the extent required, conclude a separate data processing agreement.

c) The Client warrants that the personal data are lawfully provided to CAS and that the processing thereof in the context of the Agreement is permitted. The Client indemnifies CAS against claims by third parties or data subjects in connection with data for which the Client is responsible, unless the claim results from an attributable failure by CAS.

d) CAS shall take appropriate technical and organisational measures for the security of personal data, taking into account the state of the art, the nature of the services and the associated risks. CAS does not warrant that the security is effective under all circumstances.

e) CAS is entitled to engage sub-processors for the performance of the Agreement, including hosting, cloud and support suppliers, provided that CAS makes appropriate arrangements with these parties regarding confidentiality and data protection.

ARTICLE 19 DATA, EXIT AND TRANSFER OF RISK

a) The risk of loss of or damage to goods that are the subject of the Agreement passes to the Client at the moment they are brought under the Client's actual control.

b) Data, documents and files processed by the Client using the Software remain the Client's data. Following termination of the Agreement, CAS shall, to the extent reasonably possible and to the extent applicable, give the Client the opportunity to export such data, or shall provide assistance with their transfer or deletion against payment.

c) Following termination of the Agreement, CAS is entitled to delete data after expiry of the agreed retention period or, in the absence thereof, after a reasonable period, except to the extent that statutory obligations preclude this.

ARTICLE 20 LIMITATION OF LIABILITY

a) The total liability of CAS towards the Client for direct loss is limited to a maximum of the amount paid by the Client to CAS under the Agreement in the 12 months preceding the event causing the loss.

b) CAS is under no circumstances liable for indirect or consequential loss, including loss of profit, loss, corruption or destruction of data or documents, loss due to business interruption, loss resulting from incorrect or incomplete OCR results, automated recognition, processing, interpretation, calculations, indications, analyses or advice, third-party claims, lost revenue or savings, or other indirect or consequential loss.

c) CAS is not liable for loss resulting from disruptions, outages or shortcomings in internet connections, telecommunications facilities, cloud, hosting or other third-party services, unless the loss results from wilful intent or conscious recklessness on the part of CAS.

d) The Client indemnifies CAS against any third-party claims, including claims relating to data, documents or files supplied by the Client and to the use of results of the Software.

e) The preceding paragraphs do not apply if the loss was caused by wilful intent or conscious recklessness on the part of CAS. The Client is responsible for checking the functioning of the Software.

ARTICLE 21 FORCE MAJEURE

a) In the event of force majeure affecting either Party, the obligations shall be suspended for as long as the force majeure situation continues.

b) Force majeure on the part of CAS also includes: force majeure affecting suppliers, disruptions or outages of the internet, data network or telecommunications facilities, cloud or hosting services, cyber incidents, government measures and other circumstances beyond the reasonable control of CAS.

c) If the force majeure situation continues for more than ninety days, the Parties are entitled to terminate the Agreement by registered letter, unless it is foreseeable that the force majeure situation will be resolved within a reasonable period. Whatever has already been performed in accordance with the Agreement shall be settled pro rata.

ARTICLE 22 TERMINATION OF THE AGREEMENT

The Parties are entitled to dissolve the Agreement with immediate effect by registered letter, without prejudice to the claims for damages of the dissolving Party, if:

• the other Party, following proper written notice of default granting a reasonable period for performance, remains in attributable breach of one or more material obligations arising from the Agreement.

• the other Party is granted a suspension of payments, if bankruptcy is applied for in respect of the other Party, or if the business of the other Party is liquidated or discontinued.

ARTICLE 23 ANNEXES

In the event of any conflict between particular conditions in the agreement and these General Terms and Conditions, the provisions of the agreement prevail.

ARTICLE 24 CONVERSION AND INTERPRETATION

a) The nullity, annulment or non-binding nature of any of the provisions of these General Terms and Conditions does not affect the validity of the remaining provisions. If one or more provisions prove to be null and void, annulled or non-binding, CAS and the Client shall agree replacement provisions that are valid and that most closely approximate the content and purport of the provision(s) that proved to be null and void, annulled or non-binding.

b) The titles and headings in these General Terms and Conditions serve solely for ease of reading and cannot affect the content and meaning of the provisions of these General Terms and Conditions.

ARTICLE 25 GOVERNING LAW AND CHOICE OF FORUM

a) Dutch law applies exclusively to every relationship and every obligation between CAS and the Client, including every Agreement between CAS and the Client.

b) Disputes shall be submitted exclusively to the competent court, without prejudice to the right of CAS to submit a dispute to a court that would have jurisdiction in the absence of this provision.

ARTICLE 26 MISCELLANEOUS PROVISIONS

a) The Parties are not permitted to transfer rights and obligations under the Agreement to a third party without the prior written consent of the other Party.

b) Provisions concerning intellectual property, liability, force majeure, confidentiality, payment and dispute resolution continue to apply after the end of the Agreement.

c) The annulment or nullity of one or more of the provisions does not affect the validity of the remaining provisions.

d) Deviations and/or additions are valid only if expressly agreed in writing by authorised representatives of the Client and CAS.

e) To the extent that the Parties are confronted with matters not governed by the Agreement, they shall discuss such matters in good consultation and shall use their best efforts to reach a mutually acceptable solution.