Terms and Conditions

These General Terms and Conditions apply to the delivery of work by Owtcome.

Definitions

The meaning of the following words and phrases which are widely used in these General Terms and Conditions shall be as set out below and shall apply wherever used in the Services Contract:

“Assignment Proposal” means the proposal agreement (overeenkomst van opdracht) signed between the Client and Owtcome and any appendices other than these Business Terms.

“Business Terms” means the terms set out in this document.

“Client” means the natural person or legal entity which enters into the Assignment Proposal and is liable to pay the invoice for the Services provided.

“Client Communications” means any information, documents, or other communications provided by Owtcome under a Contract whether in writing or otherwise, including, but not limited to any reports issued by Owtcome, documents, communications, advice, if any, and any drafts thereof, whether in writing or otherwise.

“Confidential Information” means any information, trade secrets or other proprietary information which is either designated as confidential or is by its nature confidential, including Client Communications and Deliverables.

“Contract” means the Assignment Proposal together with these Business Terms.

“Deliverables” means any deliverables and timelines identified in the Assignment Proposal to be provided to the Client in respect of the Services.

“Losses” means any losses, claims, liabilities, damages, costs or expenses in any way relating to or arising out of the Contract or the Services.

“Owtcome” means a legal entity which shall have been engaged by the Client for the Services under a Contract.

“Personal Data” means any information relating to an identified or identifiable natural person.

“Services” means the services to be delivered as described in the Assignment Proposal.

Article 1. Applicability

1. These Business Terms shall be applicable to all legal relationships between the Client and Owtcome unless the applicability of these Business Terms is excluded or restricted by law, regulations, or written agreement.
2. The Contract constitutes the whole agreement between the Client and Owtcome in relation to the Services. Nothing discussed or occurring prior to execution of the Assignment Proposal forms part of the Contract unless specifically set out in the Assignment Proposal.
3. The Contract shall be effective as of the moment the Assignment Proposal is signed by the Client and Owtcome and – if applicable – shall be effective retroactively as from the effective date mentioned in the Assignment Proposal.
4. The Client’s relationship is solely with Owtcome as the entity contracting to provide the Services.

Article 2. Offers

1. All quotes from Owtcome are without obligation and are valid for 30 days from the date unless indicated otherwise.
2. Owtcome shall be entitled to compensation as agreed upon in the Assignment Proposal.
3. The agreement is concluded as soon as the Client accepts the offer in the Assignment Proposal.
4. After acceptance of the Assignment Proposal, should the Client wish to make changes or adjustments, the Client has to notify Owtcome in writing, and Owtcome will amend the Assignment Proposal accordingly if the proposed terms are acceptable to Owtcome. The latest Assignment Proposal agreed upon by all parties will effectively govern the contractual relationship between Owtcome and the Client.

Article 3. Term and Termination

1. Unless terminated sooner in accordance with its terms, the Contract shall terminate once the Services have been performed and the Deliverables are submitted to the Client.
2. Unless agreed otherwise in the Assignment Proposal, parties may not terminate the Contract which is entered into for a definitive period.
3. Notwithstanding Article 3, paragraphs 1 and 2, either party may terminate the Contract by written notice to the other party on or at any time after the occurrence of any of the following events:
   a) A material breach by the other party of an obligation under the Contract
   b) In the event, the other has filed a request or is declared bankrupt
4. Termination of the Contract will have no retroactive effect. Upon termination of the Contract, the Client will compensate Owtcome under the terms of the Assignment Proposal for the Services performed through the effective date of termination. Upon termination, any amounts invoiced in connection to Services performed prior to the termination shall be due and payable immediately.

Article 4. Payment and Invoices

1. Any estimate of the fees involved in the Services will be based upon Owtcome’s assessment of the work involved, set out in the Assignment Proposal.
2. During an economic period with high inflation, the committed terms and prices provided in the Assignment Proposal are valid, unless otherwise explicitly stated, for three (3) months only. Owtcome has the right to increase the prices as outlined in the Assignment Proposal to compensate for the increased costs of Services requested beyond the original scope or to be delivered outside the agreed timeline.
3. Owtcome’s invoices are issued to the Client at the start of Services. They are due and payable by the Client upon presentation based on the terms specified in the Assignment Proposal. For invoices upon which payment is not received within thirty (30) days of the invoice date, Owtcome reserves the right to terminate the Services.
4. If the Client does not meet its requirements for payment obligations as per Article 4, paragraph 3, the Client incurs interest to Owtcome at the statutory interest rate of 2.5% per month, for each month’s delay of the invoice payment.

Article 5. Parties’ responsibilities

1. Responsibilities of the Client:
   a) The Client is ultimately responsible for deciding that the proposed scope of the Services is appropriate for its needs.
   b) The Client shall cooperate with Owtcome in the performance of the Services, including, without limitation, providing timely access to data, information, and personnel, and meeting the agreed upon timelines. The Client shall be obliged to inform Owtcome forthwith of facts and circumstances that may be of importance in connection with the performance of the Services.
2. Responsibilities of Owtcome:
   a) This is a services engagement. Owtcome warrants that it shall perform the
   Services in good faith and with due professional care. Owtcome disclaims all other warranties, either express or implied.
   b) Owtcome has no responsibility to monitor events occurring after the agreed-upon end date or date of completion of the Services nor to update any Deliverable unless the parties have agreed otherwise in writing explicitly.
   c) If any legislation, regulatory framework, or code of conduct applies to the professional(s) performing work under the Contract, the applicable rules shall constitute a part of the engagement. The Client acknowledges and shall fully respect Owtcome’s obligations arising therefrom.

Article 6. Liabilities

1. Owtcome will do its utmost best to fulfill the obligations set in the Assignment Proposal.
2. The Client agrees that in the performance of Services under the Contract, Owtcome shall not be liable to the Client for any Losses.
3. Owtcome will not be liable for Losses arising as a result of the provision of false, misleading, or incomplete information or documentation, noncompliance with applicable legislation or regulations in the area of protection of privacy and personal data within the Client’s sphere of responsibility, or the withholding or concealment or misrepresentation of information or documentation by any
   person other than Owtcome.

Article 7. Indemnification

1. The Client shall indemnify and hold harmless Owtcome for all Losses incurred in connection with any third-party claims, except to the extent finally judicially determined to have resulted primarily from the willful misconduct or comparable instance of gross negligence of Owtcome.

Article 8. Force Major

1. Neither party shall be liable or in breach of its contractual obligations as a result of any delays or nonperformance directly or indirectly caused by causes related to government measures or government regulations, martial law, state of war, technical disruption in the business, illness, disability, strikes, lock-outs, fires, or other circumstances beyond its reasonable control.

Article 9. Intellectual Property Rights

1. To the extent that Owtcome creates or utilizes any of its property or methodology in connection with the performance of Services hereunder, such property or methodology shall remain the property of Owtcome.
2. Any intellectual property and information provided by the Client to Owtcome for performing the Services shall remain the property of the Client.
3. The parties acknowledge and agree that Owtcome may employ, modify, disclose, and otherwise exploit the Owtcome methodology (including, without limitation, providing services or creating materials for other clients).
4. Owtcome does not agree to any terms that may be construed as precluding or limiting in any way its right to:
   a) Provide consulting or other services to any other person or entity as Owtcome, in its sole discretion, deems appropriate.
   b) Develop for itself, or for others, materials that are competitive with or similar to those produced as a result of the Services, irrespective of their similarity to the Deliverables, subject to the confidentiality obligations set forth in Article 10.

Article 10. Confidentiality Agreement

1. Each party shall maintain the other’s Confidential Information in confidence using the same degree of care as it employs in maintaining in confidence its own Confidential Information.
2. To the extent that, in connection with the Contract, either Owtcome or the Client comes into possession of Confidential Information, it shall not disclose such Confidential Information to any third party without the disclosing party’s consent, or to the extent that such Confidential Information:
   a) shall have otherwise become publicly available other than as the result of a disclosure by the receiving party in breach hereof,
   b) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, which the receiving party believes is not prohibited from disclosing such information to it by an obligation to the disclosing party,
   c) is known by the receiving party prior to its receipt from the disclosing party without any obligation of confidentiality with respect thereto, or
   d) is developed by the receiving party independently of any disclosures made by the disclosing party to the receiving party of such information.
3. In connection with performing the Services, Owtcome may develop or acquire general knowledge, experience, know-how, skills, and ideas that are retained in the memory of its personnel. The Client agrees that Owtcome may use Information received from the Client as part of research and advice, including, without limitation, benchmarking services, always provided that the information is rendered anonymous and duly de-identified.
4. Nothing contained in the Contract will prevent or restrict Owtcome from providing services to other clients (including services that are the same or similar to the Services) even if those other clients’ interests are in competition with the Client, provided that Owtcome is able to protect its obligation to maintain confidentiality. When any party becomes aware of the threat of a conflict of interest, it shall inform the other party forthwith in writing, and both parties shall consult with each other for a reasonable solution.

Article 11. Data Protection

1. Parties acknowledge that Personal Data may be processed by Owtcome for the purpose of or in connection with the provision of the Services. Each party shall comply with applicable data protection laws and regulations when processing Personal Data.
2. Owtcome has a Privacy Policy, which is available at https://owtcome.com/privacy-policy, in which more information can be found about the processing and protection of Personal Data by Owtcome.

Article 12. Use of Names, Trademarks, etc.

1. Owtcome and the Client agree that neither shall use the other’s name, trademarks, service marks, logos, trade names, and/or branding without prior written consent, except that Owtcome may use the name of the Client and the performance of the Services in marketing and publicity materials, as an indication of its experience.

Article 13. Limitation on Actions

1. Any complaints about nonperformance in the provision of the Services shall be brought forward by the Client in a timely fashion. No action, regardless of form, relating to the Contract or the Services may be brought by the Client more than six months after the cause of action has accrued under applicable law.

Article 14. Applicable Law and Dispute Settlement

1. The Contract, including all matters relating to it, shall be governed by and construed in accordance with the laws of The Netherlands.
2. The parties agree to attempt in good faith to resolve any dispute or claim arising out of or in connection with the Contract promptly through negotiations between senior management.
3. Any Claim arising out of or relating to the Contract or the Services shall be brought before and maintained exclusively in the District Court of The Hague, The Netherlands.

Article 15. Amendment of the Business Terms

1. Owtcome has the right to make changes to the Business Terms. Such changes should be announced by Owtcome and will apply to future contractual engagements only.
2. If Owtcome makes changes to the Business Terms, Owtcome will make the Client aware of the amended conditions.

Date: May 2023