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 and headquartered at Erasmusgracht 7-3 (1056BB) in Amsterdam, registered in the commercial register of the Chamber of Commerce under number: 95243763, legally represented by its jointly authorized directors, Mr. Van Laren, Bongertman, and Bolle (“Spaik”).

2. These terms were last amended on January 1, 2026, and are applicable 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 customer are expressly rejected, unless agreed otherwise in writing.

5. Invalidity of a provision does not affect the validity of other provisions. If necessary, a new provision will be established in mutual consultation that closely approximates the intent of the original provision.

Article 2. Services and Execution

1. Spaik provides the following services:

   • Employee and leadership training (from basic to advanced programs);

   • Strategic advice and guidance on organizational changes (change management);

   • Automation projects, including identifying opportunities, implementation support, and collaboration with third parties.

2. Spaik has an obligation to make best efforts and will strive to perform the agreed services to the best of its ability. Unless otherwise agreed in writing, no guarantee is given for a specific result.

3. The customer is responsible for providing correct and complete information required for the delivery of services. Delays or additional costs due to incorrect or incomplete information are at the customer’s expense and risk.

4. Upon completion of the agreed work, Spaik will present the results to the customer for acceptance, either in writing or electronically. Unless the customer objects in writing within 14 calendar days of receipt, the results are deemed to be accepted. Any objections must be clearly and substantively indicated (complaint procedure).

5. Spaik is entitled to subcontract or collaborate with third parties (subcontractors) to execute the agreement, provided Spaik ensures they respect the same confidentiality and security obligations.

6. If Spaik offers services through external suppliers or tools, the conditions of those third parties apply as well. Spaik is not liable for deficiencies of these third parties, unless it involves intent or gross negligence on the part of Spaik.

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 agreed otherwise in writing.

2. If payment is not made (in full) within the specified period, the customer is immediately in default, and statutory commercial interest is owed over the outstanding amount without further notice of default.

3. All (extra)judicial collection costs that Spaik incurs due to late payment are at the customer’s expense.

4. In case of (partially) disputed invoices, the customer must timely pay the undisputed part.

5. If an assignment is expanded or modified at the customer’s request, any resulting additional work and costs may be charged separately.

6. The customer is not entitled to suspend or offset any amount with its own claim against Spaik, unless Spaik has consented to this in advance and in writing.

Article 4. Privacy and Data Processing

1. Spaik acts in accordance with the General Data Protection Regulation (GDPR) and will process and secure personal data with care.

2. The customer is the data controller, Spaik is the processor in the sense of the GDPR. The customer remains responsible at all times for the lawfulness of the data processing that is carried out via Spaik.

3. Spaik will only process personal data based on written instructions from the customer and will take appropriate technical and organizational measures to secure the data against loss, unauthorized access, or other forms of unlawful processing.

4. Spaik is entitled to involve sub-processors for the performance of processing activities, provided these sub-processors are bound to equivalent security and confidentiality obligations.

5. In case of a data breach, Spaik will notify the customer immediately, but no later than within 24 hours after discovery and provide assistance where necessary with notifications to the Data Protection Authority and/or those involved.

6. Confidential information and personal data are used exclusively for the execution of the agreement and are not shared with third parties without consent, unless required by law or regulations.

7. If necessary, parties shall conclude a separate data processing agreement (DPA) or attach an annex to these terms in which the specific terms of data processing, sub-processors and retention periods are documented. Without a processor agreement, Spaik is not obligated to process personal data.

Article 5. Confidentiality

1. Both parties are obligated to maintain confidentiality of all confidential information obtained in connection with the agreement. This obligation remains effective for three years after the termination of the agreement.

2. If one or both parties wish confidentiality to be further formalized, they can conclude a separate Non-Disclosure Agreement (NDA) where the exact scope and conditions of confidentiality are recorded. This serves as a supplement, not a replacement, to the confidentiality provisions in these terms. In case of conflict, the NDA prevails.

3. The confidentiality obligations expire if the information in question becomes public knowledge without any breach of confidentiality by one of the parties or must be disclosed by law or regulation or a binding ruling from a competent authority.

Article 6. Intellectual Property Rights

1. All intellectual property rights on reports, analyses, models, software, AI components, and other work developed or delivered by Spaik belong to Spaik, unless agreed otherwise in writing.

2. The customer acquires solely a non-exclusive, non-transferable right of use for the purposes as agreed in writing. Without written permission from Spaik, the customer is not allowed to provide the delivered results by Spaik to third parties or exploit them commercially.

3. The right of use ends automatically upon termination of the agreement, unless agreed otherwise in writing.

4. If new (AI) models or intellectual property are jointly developed in separate projects, parties will record specific agreements in a separate clause or agreement.

Article 7. Penalty Clause

In case of violation of article 5 (confidentiality) and/or article 6 (intellectual property rights), the offending party forfeits a directly payable penalty of €10,000 per violation, increased by €1,000 for each day the violation continues, without prejudice to Spaik's right to full compensation.

Article 8. Complaints Procedure

Complaints about the services and/or invoices must be communicated in writing to Spaik within thirty days after the performance of the work (in any case) within fourteen days of receipt of the invoice. After expiration of this period, Spaik can assume that the services and invoices have been accepted, and any claim against Spaik regarding deficiencies expires. Complaints submitted to Spaik are 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 can adjust the charged fee, amend the rejected services and/or invoices at no cost, or not perform the service against proportionate reimbursement of the already paid honorarium.

Article 9. Force Majeure

1. The parties understand force majeure in the sense of article 6:75 BW as: failures in internet or telecommunications infrastructure, (D)DoS attacks, cyberattacks, government measures, pandemics, natural disasters, strikes or other labor conflicts at 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, specifying the nature and expected duration of the force majeure situation.

3. If the force majeure situation continues for more than two months, Spaik is entitled to charge costs and fees for work and obligations carried out or incurred up to that point to the customer, and each party is entitled to terminate the agreement without any obligation to damages.

4. In case of Spaik's force majeure, the customer's payment obligations remain for services already provided or amounts due before termination.

5. Spaik's force majeure does not entitle the customer to suspend payment obligations for already due invoices.

Article 10. Liability

1. The customer declares to be aware of the limitations and risks associated with the use of artificial intelligence, including possible inaccuracies, copyright issues, and other legal or ethical implications, and accepts that Spaik is not liable for these.

2. Should the customer observe a deficiency in Spaik’s performance of the agreement, the customer must report it in writing as soon as possible, but no later than 14 calendar days after discovery, and offer Spaik a reasonable timeframe to meet its obligations.

3. Spaik's liability is limited to the amount paid out in each case under Spaik’s professional liability insurance, plus the deductible. If no payout occurs for any reason, the liability is limited to the amount of invoices Spaik sent to the customer in the 3 months preceding the damage event, with a maximum of €25,000 per incident.

4. Spaik is not liable for indirect damages, including but not limited to lost profit, business interruption, data loss, or third-party claims.

5. Spaik is not liable for damages arising from:

   • Defective or incorrect information provided by the customer;

   • The use of tools, technologies, or systems provided by third parties.

6. The customer indemnifies Spaik against third-party claims related to the execution of the agreement.

7. The limitations of liability in this article do not apply in cases of intent or gross negligence by Spaik.

Article 11. Termination and Cancellation

1. Both parties may terminate the agreement in writing, observing a notice period of one month, unless agreed otherwise in writing or unless the nature of the agreement requires a different notice period.

2. In the event of cancellation of a training, workshop, or project by the customer within 14 calendar days before commencement, the customer is required to pay 50% of the agreed amount; in the case of cancellation within 7 calendar days, 100% is due. No-shows fall under the same arrangement.

3. Spaik can terminate the agreement with immediate effect if:

   • The customer is declared bankrupt;

   • The customer applies for or obtains suspension of payments;

   • A substantial part of the customer's assets is seized;

   • There is a change of control or ownership with the customer;

   • There is gross negligence or deliberately misleading information provided by the customer;

   • The customer fails to cooperate in such a way that further execution of the agreement becomes impossible;

   • The customer acts in violation of applicable laws and regulations or engages in fraud, deception, or other behaviors that may damage Spaik's reputation or integrity.

4. In case of termination, customer's payment obligations for services already provided and costs incurred continue to exist. Advance payments are not refunded.

Article 12. Amendment of Terms

1. Spaik is entitled to change or supplement these terms. Changes are announced no later than 30 days before they take effect via usual communication channels (e.g., email or publication on the website).

2. If the customer does not agree with the proposed changes, the customer has the right to terminate the contract in writing within 14 days of the announcement, unless the changes are solely a legal requirement.

3. If the customer fails to respond, the customer is deemed to have agreed to the changes.

Article 13. Applicable Law and Dispute Resolution

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