Customer general terms and conditions of the Big Data Chef B.V.

Version: 1 July 2025
1. Definitions
1.1. BDC: The Big Data Chef B.V., a private company with limited liability under the laws of the
Netherlands, having its corporate seat in Amsterdam, with its registered office at James
Wattstraat 100, 1097 DM, Amsterdam, registered with the Chamber of Commerce under
number 72524707.
1.2. BDC Data: any data created or generated by BDC or generated by the Customer’s use of the
Services (excluding Customer Data).
1.3. Beta Services: the provision of new Services which are under development by BDC and are
provided for testing purposes.
1.4. Charges: the charges of the Services as specified in the Order.
1.5. Clause: a clause in these GT&C.
1.6. Confidential Information: confidential information about the Customer or BDC, including: (i)
information marked as ‘confidential’ in writing, (ii) information not generally known to the
public, (iii) information not generally disclosed by the party to whom it relates and/or from who
it originates, and (iv) information whose confidential nature is reasonably known.
1.7. Consultancy Services: any consultancy Services provided by BDC.
1.8. Customer: the legal entity listed in the Order.
1.9. Customer Data: all data that the Customer (or someone on behalf of the Customer) enters in
the Services and/or data that is shared by or on behalf of the Customer with BDC.
1.10. Employee: an employee of the Customer or BDC and/or a natural person or legal entity who is
authorised to work for or under the responsibility of the Customer or BDC.
1.11. Effective Date: the starting date as listed in the Order.
1.12. Free Trial: a limited optional free trial of the Services.
1.13. GT&C: these terms and conditions related to the provision of Services by BDC and any Order.
1.14. Login Details: usernames, passwords, tokens, and other codes intended solely for the User to
access the Services.
1.15. Login Procedure: the procedure prescribed by BDC that the Customer and the User must follow
to access the Services.
1.16. Order: an (electronic) order form filled in and accepted/submitted (e.g., via email) by or on
behalf the Customer incorporating the terms of these GT&C and which identifies the Customer,
Services ordered, the Charges, Effective Date, and the Subscription Term.
1.17. Privacy Policy: the privacy policy, made separately available on the Website, which applies to
BDC’s processing of the Customer’s personal data.
1.18. SaaS Service: the online software application that collects, aggregates, structures, and reports
data from financial and operational administrative systems. The service can use both API’s and
plugins to extract data, loads this data in its data lake, structures the data in its data model and
can report this data to either a data output API, or to another software application that visualizes
the data. The Service has management features that allow the management of users and their
rights to access certain data or reports.
1.19. Services: the services to be provided by BDC as defined in the Order, such as the SaaS Service
and Consultancy Services.
1.20. Subscription Term: a period of 12 months, unless otherwise agreed upon in the relevant Order.
1.21. User: the named Employees of the Customer.
1.22. Website: BDC’s website.

2. General
2.1. The terms and conditions included in these GT&C will govern each Order between BDC and the
Customer, including the Customer’s use of the Services. If the Customer registers for a Free Trial
or Beta Services, these GT&C shall govern that Free Trial and Beta Services as well.
2.2. All offers or quotations regarding the Services are non-binding and revocable.
2.3. The Customer may place Orders for Services. Each Order is subject to BDC’s acceptance. BDC
may accept or reject an Order at its sole discretion. The Order comes into effect on the date on
which BDC sends the Customer a confirmation of the Order and will be subject to these GT&C.
2.4. Stipulations that deviate from these terms and conditions will be binding only if they have been
agreed in writing and will apply only to the case in question.
2.5. BDC expressly rejects the applicability of the Customer’s general terms and conditions.
2.6. The terms ‘in writing’ or ‘written’ also mean by email. If a word or phrase is defined, its other
grammatical forms have a corresponding meaning. If a word or phrase is followed by a word of
phrase in the Dutch language between parentheses, the (legal) meaning of the word of phrase
in the Dutch language shall prevail. In these GT&C reasonable efforts shall be understood as an
“inspanningsverplichting.”
2.7. BDC shall use reasonable efforts to fulfil its obligations under these GT&C. Delivery and
completion dates agreed between the parties are of an indicative nature. Dates and timescales
relating to BDC’s delivery or completion mentioned in quotations, contracts, schedules, working
documents and the like, or orally disclosed, are never intended to be fatal deadlines (fatale
termijnen) unless explicitly agreed upon writing.
2.8. BDC reserves the right, at its sole discretion, to amend these GT&C fully or partially from time
to time. BDC will give prior notice before the updated terms and conditions come into effect.
The latest version of these GT&C shall be available via the Website.

3. Provision of Services
3.1. Subject to the Customer’s full payment of all applicable Charges, BDC grants the Customer, and
its Users a non-exclusive, non-transferable, revokable, and non-sublicensable right to use the
Services during the Subscription Term, solely for the Customer’s internal business operations.
3.2. The Customer may not allow the Services to be used by or for the benefit of any other person
or legal entity other than the Customer. The Customer may not relicense or sublicense the
Services, or use the Services for training third parties, commercial use, rental or use by a service
agency.
3.3. Without BDC’s prior written consent, the Customer may not transfer the Order or any of their
rights and/or obligations under these GT&C.
3.4. By accepting the Order and/or using the Service, the Customer is deemed to have accepted the
Service on an ‘as-is’ basis. BDC may adjust the Services at its own discretion provided that such
changes do not materially and negatively impact the functionality, performance, or security of
the Services. BDC will use reasonable efforts to inform the Customer in due time of updates
and/or upgrades of the Services.
3.5. All Services shall be produced and delivered in good faith based on information provided by the
Customer. The Services are provided at the Customer’s request, and the Customer accepts that
it is responsible for verifying that the Services are suitable for its own needs. The Customer
accepts responsibility for choosing the Services to achieve its intended results and acknowledges
that the Services have not been developed to meet individual requirements of the Customer.

4. Consultancy Services
4.1. BDC performs the advisory and consultancy services in a fully independent manner, at its own
discretion and without the Customer’s supervision and directions.
4.2. Unless agreed otherwise in writing, BDC does not commit to a completion time of the
assignment because the completion time of an assignment in the field of advisory or consultancy
services depends on various factors and circumstances, such as the quality of the data and the
information provided by the Customer and the assistance rendered by the Customer and
relevant third parties.
4.3. TDBC only performs its Services on BDC’s usual working days and during BDC’s usual business
hours.
4.4. The Customer informs BDC, in advance and in writing, about circumstances of importance or
circumstances that could be of importance to BDC, such as the manner of reporting, the issues
to be addressed, the Customer’s prioritisation, the availability of the Customer’s resources and
staff, and special facts or circumstances of which BDC is possibly unaware. The Customer ensures
that the information provided by BDC is spread and taken notice of within Customer’s
organisation or company and Customer assesses this information, also on this basis, and informs
BDC of this.

5. Prices and payment
5.1. In consideration of the provision of the Services by BDC under any Order, BDC shall invoice, and
the Customer shall pay the Charges. The Charges are as specified in the Order and may be
adjusted due to changes in the Order during the Subscription Term. The Charges are exclusive
of VAT or any other applicable (sales) tax. During the Subscription Term, Charges for: (i) the Saas
Service are payable annually in advance; and (ii) for Consultancy Services are payable monthly;
unless otherwise agreed in the Order. All sums payable under any Order shall be paid in euro,
unless otherwise agreed in the Order.
5.2. Unless agreed otherwise, the Customer will pay by direct debit and provide BDC with the correct
authorisation. Direct debit payments are collected within 14 days of the invoice date. To the
extent a direct debit is not possible, the invoiced amount must be paid within 14 days of the
invoice date.
5.3. BDC may adjust the Charges if deemed necessary due to changing market conditions, including
but not limited to increased operational costs, inflation, regulatory changes, or supplier price
adjustments. BDC will inform the Customer of an adjustment through the Website one month
before the date on which the adjustment comes into effect. All changes to the Charges will
become effective at the end of the current billing cycle of the Customer, unless the Customer
does not agree with the changed Charges and terminates the Order for convenience (opzeggen)
by written notice taking into account a one-month notice period.
5.4. The Customer must provide BDC with all relevant and correct details, including but not limited
to their full name, address, and payment details as well as relevant VAT details, and immediately
notify BDC of any change in these details through the Services or per email. In case the Customer
fails to do so and does not cooperate or provides unclear details, the consequences are at the
Customers own expense and risk.
5.5. If the Customer does not pay the Charges when due, or revokes the direct debit mandate, or if
the payment cannot be processed for reasons not attributable to BDC, BDC will inform the
Customer accordingly and reserves its right to limit the functionality of the Services without
incurring any liability towards the Customer. At the Customer’s request, BDC may lift that
restriction or blocked access to the Services when the outstanding amounts, plus an additional
fee in accordance with Clause 5.6, have been paid in full.
5.6. If the Customer fails to make payment in accordance with this Clause 5 then BDC shall be entitled
to charge the statutory commercial interest rate on the overdue amount within the meaning of
Section 6:119a of the Dutch Civil Code, from the date on which such amount fell due until
payment.
5.7. The Customer is liable for all costs, expenses and (financial) damages, including but not limited
to lawyer’s fees and collection costs that BDC incurs because of the Customer’s failure to fulfil
its payment obligations.

6. Term and termination
6.1. An Order commences on the Effective Date and is entered into for the Subscription Term. Any
Subscription Term is tacitly renewed for the same term, unless a party terminates the Order by
written notice taking into account a one-month notice period. Orders cannot be terminated for
convenience (worden opzegd) by the Customer before the end of the Subscription Term, unless
in conformity with Clause 5.3.
6.2. Notwithstanding its other rights and defences, BDC may, without liability, suspend its obligations
and/or block the Customer’s access to the Services with immediate effect, if the Customer fails
to duly fulfil any of its obligations under these GT&C.
6.3. Either party may fully or partially terminate an Order for cause (ontbinden) without further
liability at any time, with immediate effect and without judicial intervention, by means of notice
(electronic or otherwise), if the other party: (i) fails to duly fulfil one of its obligations under
these GT&C and, after written notice, does not remedy this failure to perform within a
reasonable period after provision of that notice, (ii) files or has filed a petition for bankruptcy
which is not dismissed within 30 days, a receiver is appointed, (iii) it receives written notice that
the other party can no longer fulfil its (payment) obligations (iv) it becomes apparent from the
circumstances that the other party can no longer fulfil its payment obligations, or (v) if the any
party is dissolved, granted a moratorium on the payment of its debts, liquidated or ceases its
activities as a going concern.
6.4. The termination of an Order does not release the Customer from pre-existing obligations to pay
any Charges or other amounts due to BDC, nor does it entitle the Customer to any refund of any
Charges or other amounts paid under it. BDC is under no circumstances obliged to pay
compensation because of termination and the termination for cause will not create any
obligations to undo (ongedaanmakingsverbintenissen).
6.5. It is the Customer its own responsibility to retrieve any Customer Data needed before
termination of any Order. After termination of an Order, the Customer must immediately and
permanently cease using the Services and will no longer have access to the Services and the
Customer Data and BDC is under no obligation to maintain the Customer Data. BDC shall not be
liable for the deletion or other unavailability of Customer Data after expiry or termination of any
Order

7. Login Procedure
7.1. The Customer and its Users may access the Services solely through the prescribed Login
Procedure using the Login Details provided by BDC. BDC is entitled to adjust the Login Procedure
at its own discretion and will inform the Customer of this in a timely manner.
7.2. The Customer is responsible for the Login Details and must handle these details with due care.
Each individual User has its own Login Details that are personal to the individual User and may
not be shared with or transferred to any other party or person, whether or not part of the
Customer’s organisation. The Customer and Users must keep the Login Details completely
confidential. The Customer is liable for any use of the Login Details by the Users. The Customer
is responsible for the compliance at all times of itself and its Users with all terms of these GT&C.
The Customer accepts liability for the applicable acts and omissions of its Users as if they were
acts or omissions of the Customer itself.

8. Rules of use
8.1. The Customer warrants that the Users will use the Services in accordance with these GT&C and
applicable laws and regulations and will not use the Services for any acts and/or conduct that
would expose BDC to negative publicity. The Customer is ultimately responsible for all
information the Users add to or change in the Services.
8.2. The Customer shall promptly provide all information, documents, support, and co-operation
that may reasonably be required to enable BDC to carry out its Services and shall vouch for the
correctness and completeness of the Customer Data, information, designs and specifications
provided by or on behalf of the Customer;
8.3. The Customer shall not: (i) use or attempt to use the Services for any illegal or unlawful purpose
or to infringe intellectual property rights belonging to third parties; (ii) use or attempt to use the
Services in such a way that it disrupts BDC’s provision of the Services to third parties; (iii) access
or attempt to access any part of the Services which the Customer is not authorised to access;
(iv) access or attempt to access any part of the Services with automated means; (v) access, store,
distribute, upload or transmit any virus, Trojan horse, worm or other electronically infected file
or device; (vi) use any form of automated integration other than automated integration through
APIs that BDC provides; (vii) reverse engineer, decompile, copy, distribute, disseminate,
sublicense, modify, translate, scan, adapt or otherwise modify and/or reproduce any software
or other code or script forming part of or accessible through the Services or Website; (viii) use
the Services for spreading or facilitating spam; and/or (ix) directly or indirectly disrupt or attempt
to disrupt the functioning of all or any part of the infrastructure of BDC or of third parties or
connections between them.
8.4. BDC provides the Services based on a fair use policy. This means that BDC generally imposes no
restrictions on the nature and scope of the Customer’s use of the Services, other than as
intended in these GT&C. BDC offers the Services for a quantity of information that it stores and
the volume of data transport it realises, as can be expected from the customers of BDC within
the same peer group/relevant customer cluster. BDC reserves the right to take measures if
excessive use occurs, namely use that significantly exceeds customers’ average use. The
Customer must take immediate measures to end this excessive use after the first notice from
BDC. BDC may suspend the Services if a persistently excessive burden occurs or is suspected.
BDC may charge the Customer for the costs relating to this excessive burden at prices and rates
effective that moment. Excessive burden also includes excessively high use of processing,
memory, network, disk, and storage capacity, as well as excessive use of support services and
management services.
8.5. The Customer is responsible for the operation of its hardware and software, configuration,
peripheral equipment, and internet connection required for using the Services. The Customer is
responsible for taking the necessary measures to protect its equipment, software, Login Details
and telecommunications and internet connections against viruses, computer crimes and
unauthorised third-party use.
8.6. For any actual or suspected misuse or other improper use of the Services or other violation of
the provisions of these GT&C, BDC may, at its sole discretion and with immediate effect: (i)
demand the Customer to temporarily or permanently remove all offensive data from its
equipment, systems and/or servers; and/or (ii) temporarily or permanently restrict or block the
Customer’s access to the Services or the use of the Services; (iii) discontinue or suspend all or
part of its Services; (iv) terminate an Order; all notwithstanding the Customer’s obligation to pay
the remaining Charges and without BDC being liable to compensate or indemnify the Customer.
8.7. The Customer is solely responsible for all decisions made, actions taken and failures to act based
on its use of the Services and the information that is the result of that use, and the Customer
shall fully indemnify, defend and hold BDC harmless for any and all third-party claims in this
respect, including for all costs, damages, government fines and other monetary enforcement
actions as a result thereof.

9. Availability
9.1. BDC shall use reasonable efforts to ensure the availability of and access to the Services, although
BDC does not guarantee that the Services will be uninterrupted or error free.
9.2. Notwithstanding Clause 9.1, BDC may, without prior notice, permanently or temporarily block
or disable access to the Services or restrict its use to the extent this is reasonably necessary from
time to time: (i) to perform preventive or regular maintenance or upgrade work; (ii) if an actual
or suspected security breach occurs; and/or (iii) if another emergency occurs; all without the
Customer being entitled to claim compensation from BDC.
9.3. BDC will make every effort to limit these measures to a minimum and, to the extent
commercially feasible, inform the Customer in due time.

10. Support
10.1. During the Subscription Term, BDC will provide support for the use and functionality of the
Services during BDC’s normal business hours or as otherwise agreed upon in writing. Only a User
may request support, which includes the right to submit questions through the Services or per
email or any chat functionality that BDC provides. The Customer agrees that BDC is entitled to
access Customer Data for the purpose of providing support.
10.2. In the absence of further arrangements in this respect the Customer shall further arrange,
configure, parameterize, tune the Services itself, convert and upload any data and, if necessary,
adapt the used equipment and user environment.

11. Customer Data
11.1. The Customer always remains the owner of the Customer Data and is solely responsible and
liable for the content, accuracy, legality, reliability, integrity, and quality of the Customer Data
and shall indemnify BDC from and against all costs, liabilities, damages and expenses arising out
of any third-party claim that BDC’s use of any Customer Data infringes any third party’s rights,
including but not limited to intellectual property rights. The Customer’s compliance with all
applicable laws and regulations associated with the creation, retention and disposing of
(computer-generated) data in each jurisdiction where the Customer uses the Services or
transmits Customer Data through the Services is the Customer’s sole responsibility.
11.2. BDC shall use reasonable efforts to ensure that the Customer Data is protected against loss,
damage, or destruction; but cannot guarantee that no loss, damage, or destruction of data will
occur. BDC does not provide backup Services. BDC therefore advises the Customer to back up
all data entered through the Services. Such backups should be stored outside the Services
environment. BDC is not liable for the costs of (reproducing) mutilated, corrupt or lost data, nor
for any (consequential) damages or loss of profit on the part of the Customer.
11.3. The parties acknowledge that BDC may utilize third-party (cloud) service providers for the
storage, access, transfer, and processing of BDC Data and Customer Data. BDC shall use
commercially reasonable industry standard security procedures for the transfer, transmission,
storage, and accessing thereof.
11.4. The Customer understands that BDC needs to use and analyse the Customer Data to perform its
obligations and the Services under these GT&C. Unless agreed otherwise in the Order, BDC may
aggregate and/or anonymise Customer Data to create BDC Data and BDC shall be free during
and after the Subscription Term of any Order to use BDC Data: (i) to further develop and improve
the Services, ii) to create and publish business insights; and (iii) for any other business purposes,
provided that such use ensures the privacy and confidentiality of the original Customer Data.

12. Personal data
12.1. The Customer agrees that the Privacy Policy as published on the Website applies to any
processing by BDC of the Customer’s personal data. The Customer hereby expressly consents to
the Privacy Policy. BDC may amend the Privacy Policy occasionally and will give notice of the
amendments. It is the Customer’s responsibility to review the Privacy Policy. The Customer’s use
of the Services following such amendment will be regarded as the Customer’s acceptance of the
revised Privacy Policy.
12.2. BDC may process personal data of Users and the Customer in order to set up and verify accounts,
facilitate access to the Services and provide support. All such personal data will be processed by
BDC as a data controller pursuant to the applicable data protection laws.
12.3. Parties shall comply with the applicable data protection laws with respect to the processing of
personal data.
12.4. The Customer warrants to BDC that it has the legal right to disclose all personal data that it does
in fact disclose to BDC under or in connection with the Services
12.5. BDC and the Customer shall by entering into an Order also enter into the data processing
agreement as made available. BDC and the Customer shall comply with this data processing
agreement when processing any personal data.

13. Confidentiality
13.1. Neither party may disclose or use any Confidential Information received from the other party
for any purpose other than that for which the Confidential Information has been disclosed
and/or as may reasonably be necessary to enable each party to perform its obligations and
exercise its rights. This also means that BDC may provide Confidential Information of the
Customer to BDC’s directors, Employees, agents, subcontractors, and advisers.
13.2. Both parties will adopt all reasonable measures to comply with their confidentiality obligations
and warrant that their Employees and third parties they hire will comply with these obligations.
13.3. The confidentiality obligations in this Clause do not apply to the extent that the Confidential
Information: (i) was already in the possession of the receiving party before it was obtained from
the disclosing party; (ii) was developed independently by the receiving party without using
information or data of the disclosing party; (iii) is or will become publicly known or accessible
other than through an act or omission of the receiving party; (iv) is disclosed by a third party to
the receiving party without breaching an obligation of confidentiality towards the disclosing
party; or (v) must be disclosed pursuant the law, a regulation, court order or a decision of a
public authority, on condition that the receiving party makes every effort to limit the scope of
that mandatory disclosure.

14. Intellectual property rights
14.1. All registered and unregistered copyrights, patents, trade name rights, trademarks, database
rights, design rights, rights relating to confidential information and trade secrets and all other
intellectual and industrial property rights, whether or not registered, and all similar rights to
protect or information relating to the Website and Services are the exclusive property of BDC or
its licensor(s). None of the provisions set out in these GT&C may be construed in such a way that
it results in the full or partial transfer of those rights to the Customer.
14.2. It is understood that the dashboards provided by TBC are proprietary to TBC and shall be
considered TBC’s intellectual property. Any dashboards shared via the Services are licensed to
the Customer for the duration of the relevant Order and may exclusively be used within the
Services, unless otherwise agreed in the Order.
14.3. BDC is entitled to use the Customer’s trademarks, logos, and name in its external
communication.
14.4. The Customer may not fully or partially change, remove, or make unrecognisable BDC’s
intellectual property rights on the Website or Services. The Customer may not use or register
any trademark, design, logo, or domain name of BDC or any corresponding name or sign in any
jurisdiction worldwide. Any use of BDC’s trademarks and other intellectual property and all
goodwill arising from that use is for the benefit of BDC.
14.5. BDC shall indemnify Customer and hold them harmless from and against any and all claims and
damages that arise in connection with any claim brought by any person alleging that the Services
infringe the intellectual property rights or any other right of any person, provided that Customer
notifies BDC of any such claim as soon as Customer becomes aware thereof and allows BDC to
control the defence of such claim.
14.6. BDC is not liable, and shall not provide any indemnity, towards the Customer to the extent a
claim is based on: (i) use of the Services in connection with data, equipment or software that
BDC has not provided, where the Services in itself would not infringe or otherwise be the subject
of the claim; (ii) incorrect or unauthorised use of the Services; (iii) use of the Services by or on
behalf of the Customer contrary to these GT&C; (iv) an adjustment of the Services made by a
natural person or legal entity other than BDC; or (v) BDC’s compliance with the Customer’s
express instructions. The Customer will indemnify, defend, and hold BDC harmless against claims
brought directly against BDC as described in paragraphs (i) up to and including (v) of this Clause.

15. Liability
15.1. In no event shall BDC’s liability under these GT&C or any Order, including under any indemnity,
exceed the aggregate amount paid or payable by the Customer for the SaaS Service, excluding
any Charges for Consultancy Services, under the relevant Order, during the twelve (12) months
prior to the event giving rise to the claim, whether in contract, tort, under any warranty, or any
other theory of liability.
15.2. To the maximum extent permitted by applicable law, BDC shall not be liable for any indirect,
consequential, incidental, special, punitive or exemplary loss or damages or for any loss or
damage to data, arising out of or in connection with these GT&C or any Order, even apprised of
the possibility or likelihood of such damages occurring.
15.3. Nothing in these GT&C excludes or limits the liability of either party for (i) death or personal
injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) damages caused by
gross negligence or wilful intent; or (iv) damages which cannot be excluded or limited by
applicable law.

16. Free Trial / Beta Services
16.1. The Services’ use during the Free Trial or Beta Services will be restricted to non-productive
evaluation use. The Customer agrees and acknowledges that in connection with the Free Trial
or Beta Services: (1) no Charges will apply; (2) the Services are provided ‘as-is’ and no warranty
obligations of BDC will apply, and (3) the Customer may terminate the Free Trial and Beta
Services and all of its rights hereunder at any time by providing BDC written notice thereof.
16.2. Customer assumes all risks associated with its use of the Free Trial or Beta Services. BDC shall
not be liable to Customer for any damages as a result of failing to perform (any part of) the Free
Trial or Beta Services or damages arising out of the Customer’s use of the Free Trial or Beta
Services.
16.3. By opting-in to use Beta Services, the Customer agrees to provide feedback regarding its
experience with the Beta Services, upon BDC’s reasonable request. If, at any time and for any
reason, the Customer chooses to opt-out of our communications regarding the Beta Services,
the Customer acknowledges and agrees that BDC may terminate the Customer’s use of the Beta
Services.

17. Force majeure
17.1. BDC shall not be in breach of these GT&C or any Order nor liable for delay in performing, or
failure to perform, any of its obligations thereunder if such delay or failure results from events,
circumstances or causes beyond its reasonable control, including, without limitation, strikes,
lock-outs or other industrial disputes (whether involving the workforce of BDC or any other
party), failure of a utility service or transport or telecommunications network or the internet,
act of God, pandemic, war, riot, civil commotion, compliance with any law or governmental
order, rule, regulation or direction, fire, flood or storm. In such circumstances BDC (i) shall use
reasonable efforts which are consistent with accepted practices in the industry to resume
performance as soon as practicable under the circumstances, and; (ii) shall be entitled to a
reasonable extension of the time for performing such obligations, provided that if the period of
delay or non-performance continues for three (3) months, either party may terminate the
affected Order(s) by giving thirty (30) days’ written notice to the other party.

18. Miscellaneous
18.1. BDC may sublicense, transfer, novate, assign, charge, outsource or subcontract the performance
of its rights and/or obligations under these GT&C and any Order.
18.2. If any provision of these GT&C is fully or partially void, nullified, or contrary to the law, these
GT&C will remain in full force and effect and such provisions will be interpreted and enforced as
closely as to the intention of parties.
18.3. BDC’s failure to exercise or delay in exercising any right under these GT&C in respect of the
Customer, shall not constitute a waiver of such rights.
18.4. Any amendment or waiver of any provision and any waiver of any default under these GT&C or
any Order shall only be effective if made in writing and signed by Parties subject to the provisions
as set out in these GT&C or relevant Order.
18.5. For the duration of the Subscription Term and for a period of two (2) years thereafter, parties
shall not directly or indirectly approach the other party’s Employees, in order to induce them to
end their relationship with the other party and subsequently directly or indirectly carry out work
for itself, its affiliates or any other person or legal entity.
18.6. The mere lapse of a date or agreed time frame for performance of the Service shall not
automatically constitute a default under these GT&C or the relevant Order.
18.7. No failure or delay by a party in exercising any right or remedy provided by law or under these
GT&C or any Order shall impair the right or remedy, or operate as a waiver or variation of it, or
preclude its exercise at any subsequent time. No single or partial exercise of any right or remedy
shall preclude any further exercise of the right or remedy or the exercise of any other right or
remedy.
18.8. These GT&C constitute the entire arrangements between the parties and supersedes all prior
and/or simultaneous written and oral negotiations, understandings, and agreements between
the parties with respect to the subject matter thereof, including any specific advertising or sales
material of BDC.

19. Applicable law and disputes
19.1. These GT&C and any Order are exclusively governed by and construed in accordance with the
laws of the Netherlands.
19.2. Parties agree that any dispute should primarily be solved by discussions between the parties.
The parties shall in a co-operative and responsible manner seek to solve any issue, taking into
account the legitimate interests of the other party.
19.3. Only if disputes cannot be resolved amicably by the parties, either party shall be entitled to bring
the dispute before the competent court of Amsterdam, the Netherlands.