Privacy
policy.

1 Scope of application

1.1 These general terms and conditions apply to all agreements, assignments, and offers for which Lapwing Consultancy BV hereinafter referred to as Lapwing, is the supplying party, unless expressly agreed otherwise in writing between the parties.

1.2 Deviations from these general terms and conditions are only applicable if they have been put in writing and if expressly it has been agreed in writing that they apply to the agreement in question.

1.3 Any (general) terms and conditions of the other party are only applicable insofar as they are expressly stated in writing by Lapwing and have been accepted.

2 Conclusion of the agreement

2.1 An agreement is concluded between the parties by means of an offer from one party and the written acceptance thereof by the other party, or by Lapwing's written confirmation of a verbal agreement between the parties.

2.2 All offers, including quotations, from Lapwing are non-binding and valid for 30 days after the date, unless in the offer expressly stated otherwise in writing. If the offer is not accepted within the specified period, it will be cancelled. after which Lapwing is entitled to repeat the offer, whether or not in an amended form.

2.3 The agreement or the written confirmation by Lapwing is deemed to reflect the content of the concluded agreement completely and correctly.

3 Mutual obligations

3.1 Lapwing's obligations never go beyond as confirmed by it in writing in the agreement.

3.2 Any additional agreements and/or commitments made by Lapwing after the conclusion of the agreement are only binding if and for to the extent that they have been confirmed in writing by Lapwing.

3.3 The other party shall always make available to Lapwing in a timely manner all information necessary for the proper execution of the agreement. useful or necessary and Lapwing will cooperate fully in order to properly discharge its obligations under the Agreement to be conducted.

3.4 The Other Party guarantees the accuracy, completeness and reliability of the information provided by it, even if it is third parties.

3.5 The other party undertakes, if applicable, to take all necessary preventive (safety) measures in order to

prevent Lapwing from suffering damage in the performance of the agreement.

3.6 If the performance of the agreement is delayed because the other party fails to comply with its obligations under this article, then the damage as a result of this will be borne by the other party and Lapwing is entitled to pay the additional work/price.

3.7 The other party is not entitled to transfer its rights and obligations under the agreement without prior

written permission from Lapwing.

4 Execution

4.1 In the execution of the agreement, Lapwing will take into account the reasonable wishes of the other party as much as possible is conducive to the proper execution of the agreement.

4.2 Lapwing has the right to have certain activities performed for third parties in the execution of the agreement, unless expressly agreed in writing that this will not be the case.

4.3 When entering into the agreement, Lapwing assumes an obligation to perform to the best of its ability and therefore undertakes to terminate the agreement in accordance with the

best judgment and ability and as a diligent professional.

4.4 Work will be definitively scheduled for execution after receipt of a written order with the order number and Name of contact person. If an assignment is canceled within 24 hours before the start of work, a minimum fee of the applicable day rate.

5 Fee/rate and payment

5.1 When concluding the agreement, the parties may agree on an hourly rate or a fixed fee. It

agreed rate or fee is exclusive of VAT and other levies imposed by the government.

5.3 Payment of invoices from Lapwing must take place within 14 days of the invoice date at a time to be designated by Lapwing account number, failing which the other party is in default by operation of law, without further notice of default being required.

5.4 If the other party is in default, all claims of Lapwing against the other party shall be without prejudice to the other party immediately and due and payable, even if the payment period has not yet expired. In addition, in that case, Lapwing has the right to suspend the provision of services, without being liable for any damage resulting therefrom.

5.5 If the other party is in default, Lapwing is entitled to pay the other party the statutory interest per month without further notice part of a month being counted as a full month, as well as extrajudicial costs in accordance with the for an amount of 15% of the outstanding claim with a minimum of EUR 100,-.

5.6 Without exception, the other party is fully liable for all judicial and extrajudicial costs, even if and to the extent that they exceed any order for costs, that Lapwing has to incur in connection with the recovery of the sums due to it under this article, including the costs of legal aid.

5.7 Payments by the other party shall be successively deducted from the costs referred to in Article 5.5, the costs referred to in Article 5.4 and the principal amount, regardless of whether the other party has designated a different order.

5.8 Any objection to the amount of an invoice from Lapwing must be sent in writing to Lapwing within 14 days of its dispatch to be made known in a reasoned manner. If no objection or the reasons for such objection are given within the prescribed period, the other party is deemed to agree to the amount of the invoice. Objection does not suspend the payment obligations of the other party, unless Lapwing has informed the other party in writing that he considers the objection to be fully justified.

6 Modification of the agreement and additional work

6.1 Unless otherwise agreed, the parties may agree in the interim that the approach and scope of the agreement and/or the obligations arising from this will be extended and/or amended. If the costs involved are not specified in the agreements have been made in writing, the rate or fee of Article 5 of these General Terms and Conditions shall also be separately applicable to this work.

6.2 The other party accepts that by a change in the activities (as referred to in the previous paragraph) the agreed or expected time of completion of the work may be affected. Lapwing is therefore not obliged to pay compensation for any damage as a result.

6.3 If, in the opinion of Lapwing, a change in the performance of the agreement is necessary in order to properly fulfil the obligations against the other party, Lapwing is entitled to apply it unilaterally, unless reasonableness and fairness preclude this stand.

7 Force Majeure

7.1 Lapwing is not obliged to comply with its obligations if it is prevented from doing so by force majeure as referred to in Article 75 of Book 6 of the Civil Code.

7.2 Force majeure shall in any case exist if, as a result of any circumstance, foreseen or unforeseen, it is not (or no longer) Lapwing may be required to (further) comply with its obligations. This is the case, among other things, in the event of illness of deployed personnel, transport difficulties, total or partial default on the part of subcontractors, restrictive government measures of which any other circumstance beyond Lapwing's control, but which does not enable it to fulfil its obligations under the Agreement.

7.3 In the event of force majeure, the other party will be notified in writing as soon as possible, if necessary under submission of any supporting documents.

8 Early termination

8.1 Unless otherwise agreed in writing, early termination of the agreement is only possible by Lapwing and with subject to the provisions of Article 8.2, subject to a notice period of two weeks. Notice of termination must be in writing and will not be lead to liability for any damage suffered by the other party as a result of the termination.

8.2 If Lapwing makes use of third parties engaged by Lapwing in the execution of the agreement and these third parties terminate the agreement with Lapwing in the interim, Lapwing has the right to terminate the agreement with the other party without notice period must be observed and without being liable for any damage resulting therefrom.

8.3 Each of the parties has the right to terminate the agreement in whole or in part with immediate effect, without that a notice period must be observed, without the need for a notice of default or judicial intervention and without that the terminating party will be liable to pay damages:

- in the event that the other party seriously fails to comply with any obligation arising from the agreement and this failure has not been remedied by the former party within four weeks of written notification thereof;

- in the event that the other party invokes force majeure and the force majeure period has lasted longer than three months, or as soon as it is common ground that this period will last longer than three months;

- in the event that the other party has applied for suspension of payments, the other party has been declared bankrupt, in a state of has been declared liquidated or an administrator has been appointed over all or part of its assets;

- if the other party fails to comply properly or in a timely manner with an obligation arising from the agreement, despite to have been given the opportunity to do so and, despite having been given formal notice to do so.

8.4 Exceeding an agreed deadline does not entitle the other party to terminate the agreement prematurely,

or refuse to accept or pay for services, unless he has given Lapwing a reasonable period of time in writing for the delivery and Lapwing fails to comply with its obligations within that period either.

9 Liability

9.1 Lapwing is only liable to the other party for a shortcoming in the execution of the agreement, if and to the extent that this shortcoming consists in the failure to observe the care and expertise that could have been exercised in the execution of the familiar. However, Lapwing is at all times entitled to undo the damage suffered by the other party as far as possible.

9.2 Lapwing shall not be liable for:

- damage incurred by the other party or third parties, which is the result of the provision of incorrect or incomplete data or information by or on behalf of the other party to Lapwing;

- damage incurred by the other party or third parties, which is the result of an act or omission of the other party agents (including employees of the other party), even if they are employed by a company affiliated with Lapwing.

organization;

- Commercial, indirect or consequential damage incurred by the other party or third parties.

9.3 The total liability of Lapwing due to attributable shortcoming(s) in performance of the agreement is limited at all times compensation for the direct damage and up to a maximum of the amount of the damage invoiced to the other party up to the time of the error.

Assignment amount. In the case of assignments with a duration of more than one year, the remuneration is limited to a maximum of once the annual fee.

9.4 Lapwing's liability due to attributable shortcomings in the performance of the agreement only arises if the immediately and properly in writing to Lapwing, setting a reasonable period of time for the discharge of the and Lapwing continues to imputably fail to comply with its obligations even after that period.

9.5 The other party indemnifies Lapwing against any liability as a result of claims by third parties, as well as for damage caused by the caused by acts or omissions of third parties involved in the execution of the agreement.

9.6 Apart from the liability referred to in Article 9, Lapwing is not liable for any compensation towards the

the other party and/or third parties, regardless of the ground on which an action would be based.

10 Confidentiality and due diligence

10.1 Each of the parties is obliged to maintain the confidentiality of all information that comes to its knowledge within the framework of the agreement the confidential nature of which is known, or of which the other party reasonably disseminates the confidentiality of the could have understood.

10.2 Each of the parties shall, in the use of the information that has come to its knowledge in the context of the Agreement, due diligence.

11 Intellectual property

11.1 All rights in relation to products of the mind, which Lapwing develops or uses under the Agreement, including advice, working methods, (model) contracts, systems, system designs and computer programs, are the responsibility of Lapwing for insofar as they do not already belong to third parties.

11.2 Except with the express prior written consent of Lapwing, the other party is not permitted to use the aforementioned products of the mind or their fixation on data carriers, whether or not together with or through the use of third parties. use, reproduce, disclose or exploit.

11.3 The other party indemnifies Lapwing against claims by third parties in respect of any infringement of third party property rights.

12 Applicable law and disputes

12.1 All agreements with Lapwing are governed by Dutch law.

12.2 All disputes that may arise between Lapwing and the other party as a result of an agreement or as a result of agreements that may result therefrom will be adjudicated by the competent court in Dordrecht, unless Lapwing chooses to refer the dispute to another court.

12.3 All reasonable judicial and extrajudicial costs incurred as a result of non-compliance by the other party

obligations arising from the agreement shall be borne by the other party.

13 Final provisions

13.1 Lapwing is authorised to amend these general terms and conditions. The most recently filed version of the general rules shall always apply.

conditions.

13.2 In the event that one or more provisions of these general terms and conditions are found to be null and void or are annulled, the remaining provisions of these general terms and conditions shall remain

provisions are fully effective. The void or voided provision(s) will then be replaced by a legally valid provision, which

comes as close as possible to the void or voided provision(s) in terms of content, purport and effect.