General Terms and Conditions Spaik B.V.

Article 1. Applicability

1. The user of these General Terms and Conditions (“Terms”) is Spaik B.V., located at Erasmusgracht 7-3 (1056BB) in Amsterdam, registered in the trade register of the Chamber of Commerce under number: 95243763, duly represented by its jointly authorized directors, Mr. Van Laren, Bongertman, and Bolle (“Spaik”).
2. These Terms were last amended on January 1, 2026 and apply to all offers, assignments, and agreements where Spaik B.V. provides services to business customers (B2B).
3. Deviations from and additions to these Terms are only valid if agreed upon in writing. Oral agreements are only valid if confirmed in writing.
4. Any general or purchasing conditions of the client are explicitly rejected unless otherwise agreed upon in writing.
5. Invalidity of a provision does not affect the validity of the remaining provisions. If necessary, a new provision will be established by mutual consultation that approximates the intent of the original provision as closely as possible.

Article 2. Services and Execution

1. Spaik provides, among other things, the following services:
   • Training for staff and leaders (from basic to advanced programs);
   • Strategic advice and support during organizational changes (change management);
   • Automation projects, including opportunity identification, implementation guidance, and collaboration with third parties.
2. Spaik has a best efforts obligation and will endeavor to provide the agreed services to the best of its ability. Unless otherwise agreed in writing, no guarantee is given for a specific result.
3. The client is responsible for providing accurate and complete information necessary for executing the services. Delays or additional costs resulting from inaccurate or incomplete information are at the client's expense and risk.
4. Upon completion of the agreed work, Spaik will offer the results to the client in writing or electronically for acceptance. If the client does not object in writing within 14 calendar days of receipt, the results are deemed accepted. Any objections must be clearly stated and substantiated (complaint procedure).
5. Spaik is entitled to subcontract or collaborate with third parties (subcontractors) for the execution of the agreement, provided that Spaik ensures they respect the same confidentiality and security obligations.
6. If Spaik offers services through external suppliers or tools, the terms of those third parties also apply. Spaik is not liable for shortcomings of these third parties, unless there is intent or gross negligence on the part of Spaik itself.
7. In case of conflict, the following order of precedence applies (from high to low):
   1. The assignment agreement;
   2. These Terms of SPAIK;
   3. The terms of third parties applicable to external suppliers or tools engaged by SPAIK.

Article 3. Payment

1. Invoices must be paid within 14 days of the invoice date, unless otherwise agreed in writing.
2. In case of late or incomplete payment, the client is immediately in default without further notice and liable for statutory commercial interest on the outstanding amount.
3. All judicial and extrajudicial collection costs incurred by Spaik due to late payment are charged to the client.
4. In the event of partially disputed invoices, the client must pay the undisputed part in time.
5. If an assignment is expanded or modified at the client's request, resulting additional work and costs may be charged separately.
6. The client is not entitled to suspend or offset amounts against a claim on Spaik, unless Spaik has given prior written consent.

Article 4. Privacy and Data Processing

1. Spaik acts in accordance with the General Data Protection Regulation (GDPR) and will carefully process and secure personal data.
2. The client is the data controller; Spaik is the processor within the meaning of the GDPR. The client remains responsible at all times for the lawfulness of the processing of personal data carried out through Spaik.
3. Spaik will only process personal data based on written instructions from the client and will take appropriate technical and organizational measures to protect the data against loss, unauthorized access, or other forms of unlawful processing.
4. Spaik is entitled to engage subprocessors for processing activities, provided these subprocessors are bound by equivalent security and confidentiality obligations.
5. In the event of a data breach, Spaik informs the client immediately but no later than within 24 hours of discovery and provides support where necessary for notifications to the Data Protection Authority and/or data subjects.
6. Confidential information and personal data are used exclusively for the execution of the agreement and not shared with third parties without consent, unless required by law or regulation.
7. If necessary, the parties will enter into a separate data processing agreement (DPA) or include an appendix to these Terms specifying the specific conditions for data processing, subprocessors, and retention periods. Without a data processing agreement, Spaik is not obliged to process personal data.

Article 5. Confidentiality

1. Both parties commit to confidentiality of all confidential information obtained in the context of the agreement. This obligation remains in effect for three years after termination of the agreement.
2. If one or both parties wish to further formalize confidentiality, they may enter into a separate Non-Disclosure Agreement (NDA) specifying the exact scope and conditions of confidentiality. This serves as a supplement to, not a replacement of, the confidentiality provisions in these Terms. In case of conflict, the NDA prevails.
3. Confidentiality obligations lapse when the information has become publicly known without this being attributable to a breach by either party, or must be disclosed pursuant to law or regulation or a binding decision of a competent authority.

Article 6. Intellectual Property Rights

1. All intellectual property rights to reports, analyses, models, software, AI components, and other work developed or delivered by Spaik belong to Spaik, unless otherwise agreed in writing.
2. The client acquires only a non-exclusive and non-transferable right to use for the purposes as agreed in writing. Without Spaik's written consent, the client is not permitted to provide the results delivered by Spaik to third parties or to commercially exploit them.
3. The right of use ends automatically upon termination of the agreement, unless otherwise agreed in writing.
4. If new (AI) models or intellectual property are jointly developed in separate projects, the parties will record specific agreements in a separate clause or agreement.

Article 7. Penalty Clause

Violation of Article 5 (confidentiality) and/or Article 6 (IP rights): the violating party forfeits an immediately payable penalty of €10,000 per violation, plus €1,000 for each day the violation continues, without prejudice to Spaik's right to full compensation.

Article 8. Complaint Procedure

Complaints about the Services and/or invoices must be communicated to Spaik in writing within thirty days after the work has been performed and in any case within fourteen days after receipt of the invoice. After this period, Spaik may assume that the Services and invoices have been accepted and any claim lapses. Complaints submitted to Spaik will be answered within fourteen days from the date of receipt. Spaik has at least four weeks to resolve the complaint. If the complaint is justified, Spaik may adjust the charged rate, correct the rejected services and/or invoices free of charge, or not perform the Service against proportional restitution of the fee already paid.

Article 9. Force Majeure

1. Force majeure within the meaning of Article 6:75 of the Dutch Civil Code includes at minimum: disruptions in internet or telecommunications infrastructure, (D)DoS attacks, cyber attacks, government measures, pandemics, natural disasters, strikes or other labor disputes with third parties, and other circumstances beyond the reasonable control of the parties.
2. The party invoking force majeure shall immediately notify the other party in writing, stating the nature and expected duration of the force majeure situation.
3. If the force majeure situation lasts longer than two months, Spaik is entitled to charge costs and fees for work and obligations performed or incurred up to that point, and either party may dissolve the agreement without obligation to pay damages.
4. In case of force majeure on Spaik's side, the client's payment obligations remain in effect insofar as they relate to services already delivered or amounts due before dissolution.
5. Force majeure on Spaik's side does not entitle the client to suspend payment obligations for already due invoices.

Article 10. Liability

1. The client acknowledges the limitations and risks of the use of artificial intelligence, including potential inaccuracies, copyright issues, and other legal or ethical implications, and accepts that Spaik bears no liability for these.
2. If the client discovers a shortcoming in the execution of the agreement by Spaik, the client shall report this as soon as possible but no later than within 14 calendar days of discovery in writing, and shall provide Spaik with a reasonable period to still fulfill its obligations.
3. Spaik's liability is limited to the amount paid out in the relevant case by Spaik's professional liability insurance, plus the deductible. If for any reason no payment is made, liability is limited to the amount of invoices sent by Spaik to the client in the 3 months preceding the damaging event, with a maximum of €25,000 per event.
4. Spaik is not liable for indirect damage, including but not limited to lost profits, business stagnation, loss of data, or claims from third parties.
5. Spaik is not liable for damage resulting from: deficient or incorrect information provided by the client; the use of tools, technologies, or systems provided by third parties.
6. The client indemnifies Spaik against claims from third parties related to the execution of the agreement.
7. The liability limitations in this article do not apply in case of intent or gross negligence on the part of Spaik.

Article 11. Termination and Cancellation

1. Either party may terminate the agreement in writing with one month's notice, unless otherwise agreed in writing or unless the nature of the agreement requires a different notice period.
2. Cancellation of a training, workshop, or project by the client within 14 calendar days before commencement obliges the client to pay 50% of the agreed amount; cancellation within 7 calendar days means 100% is due. No-shows fall under the same arrangement.
3. Spaik may terminate the agreement with immediate effect if:
   • the client is declared bankrupt;
   • the client applies for or obtains suspension of payment;
   • a substantial part of the client's assets is seized;
   • a change of control or ownership occurs at the client;
   • there is gross negligence or intentionally misleading information provision by the client;
   • the client fails to cooperate to such an extent that further execution of the agreement becomes impossible;
   • the client acts in violation of applicable laws and regulations or becomes involved in fraud, deception, or other conduct that may damage the reputation or integrity of Spaik.
4. In the event of termination, the client's payment obligations for services already delivered and costs incurred remain in effect. Prepaid amounts are not refunded.

Article 12. Amendment of Terms

1. Spaik is entitled to amend or supplement these Terms. Changes will be announced to the client no later than 30 days before taking effect through the usual communication channels (e.g., email or publication on the website).
2. If the client does not agree with the proposed changes, the client has the right to terminate the agreement in writing within 14 days of the announcement, unless the changes merely follow a legal requirement.
3. If the client fails to respond, the client is deemed to have agreed to the changes.

Article 13. Governing Law and Dispute Resolution

All agreements are governed by Dutch law. Any disputes shall be submitted to the competent court in Amsterdam.