GENERAL TERMS AND CONDITIONS

Valid from 29 July 2024

Article 1. Definitions

In these general terms and conditions (hereinafter: "Terms"), the following words are capitalized, with the following meanings:

Compli: Compli B.V. is registered in the Chamber of Commerce register under registration number 88171833, established in Amsterdam and having its office at Joop Geesinkweg 210, 1114 AB in Amsterdam.

SaaS platform: The SaaS platform as offered by Compli, including the modules and functionalities agreed upon by the Parties.

Client: The company that enters into an Agreement for the use of Compli's SaaS platform.

User: Anyone who makes use of Compli's SaaS platform.

Agreement: The agreement that the Client enters into with Compli, with the use of the Compli SaaS platform as its subject, including later amendments and addenda.

Services: Services as delivered or performed by Compli, including but not limited to the use of the SaaS platform and the associated activities and service provision.

Third-Party Product: Products or services originating from third parties over which Compli has no control or influence, including all associated activities.

Third-Party Terms: The terms and conditions applicable to Third-Party Products.

Article 2. General

Compli's VAT number is NL864526180B01.

These Terms apply to all Agreements, offers, and other legal relationships arising from requests or assignments by the Client or User to Compli regarding the provision of services by Compli. The Terms are filed with the Chamber of Commerce in Amsterdam and are also available at https://www.compli.nl/algemenevoorwaarden, or can be sent upon request.

Compli reserves the right to amend these Terms on the basis of new legislation or the expansion of Compli's services. The new Terms will be filed with the Chamber of Commerce in Amsterdam, with a new version number. For ongoing agreements, these new Terms will be declared applicable after obtaining the consent of the contracting party.

If the entity represented by the Client or User consists of multiple legal entities or companies, all these parties are jointly and severally liable for the obligations arising from the Agreement.

Compli hereby expressly rejects the applicability of any other (purchasing) conditions of the Client or User, unless the Parties agree otherwise in writing.

Upon entering into an Agreement, the Client or User declares to have taken note of the content of the Terms and to accept the applicability of the Terms to the Agreement.

If and to the extent that any provision of the Terms is declared wholly or partially null and void or otherwise loses its effect, the remaining provisions or parts of the provision(s) of the Terms shall remain in full force. Compli will then establish a new provision to replace the relevant (partial) provision, respecting the purport of the relevant provision as much as possible.

In the event of conflicts between provisions in the Agreement and these Terms, the provisions of the Agreement shall prevail.

If Compli does not strictly adhere to compliance with these Terms at any time, this does not mean that Compli loses or waives any right to do so in the future.

Article 3. Agreements

Every offer of services by Compli is without obligation. Obvious mistakes or typographical errors in the offers do not bind Compli. At the request of the Client or User and after approval, Compli will carry out the proposed correction.

A quote for the use of the SaaS platform can be requested via the Compli website. The Agreement between the parties is concluded as soon as the Client or User accepts Compli's offer in writing.

Compli provides the Client or User with a confirmation of the concluded Agreement by email.

The quotes and offers provided by Compli are based on the data, information, and details provided by the Client or User. The Client or User is therefore responsible for the accuracy and completeness of all data, information, and details provided to Compli for this purpose or for any other reason. The Client or User is obliged to immediately inform Compli of any changes to the data provided to Compli. If continuation of the Agreement on the basis of these new data cannot reasonably be required of Compli, Compli has the right to adapt the Agreement to the new data or to terminate it, at Compli's discretion.

The Client or User shall always provide all cooperation reasonably desired by Compli in a timely manner.

If activities at the Client's or User's location are necessary for the execution of the Agreement, the Client or User must ensure a workspace and facilities that meet all statutory requirements. Compli can never be held liable if the work location does not meet the statutory duty of care with respect to creating a safe working environment.

If the duration of the Agreement has not been further specified and if this Agreement relates to the provision of services for which a periodic amount is charged, then the relevant Agreement has a duration of one month. This Agreement will, if not or not timely terminated or not terminated in accordance with the prescribed method of termination, be continued each time for a period of one month.

Compli is entitled to terminate the Agreement, wholly or partially, with immediate effect and without further notice by way of an extrajudicial declaration, if the Client or User, even after a written notice with due observance of a reasonable period, continues to fail to fulfil the obligations under the Agreement.

Compli is entitled to terminate the Agreement with immediate effect by means of an extrajudicial written declaration if the Client or User submits a request for debt restructuring, if bankruptcy or suspension of payment is applied for by or against the Client or User, or when the Client or User is declared bankrupt or suspension of payment is granted, as well as when the Client's or User's company is terminated, unless it concerns a reconstruction or merger of companies. In addition, Compli is entitled to terminate the Agreement as described in this article when an essential part of the capital or assets is attached and this attachment continues for more than 10 (ten) calendar days. If the Client or User is a natural person, Compli has the aforementioned rights when the Client or User dies. Claims that Compli has or will acquire against the Client or User become immediately and fully due and payable in the situations mentioned in this Article 3.9.

Article 4. Execution of the Agreement

Compli is entitled, at its own discretion, to engage third parties for the full or partial execution of the Agreement and associated activities.

Compli endeavours to execute the Agreement as accurately as possible and in a proper manner.

If it appears that fulfilment of the Agreement by Compli cannot reasonably be required or otherwise proves (partially) impossible, Compli will seek an appropriate solution in consultation with the Client or User.

If the Client or User is of the opinion that the execution of the services does not meet the Agreement or the expectations of the Client or User, Compli will seek an appropriate solution in consultation with the Client or User.

Article 5. Prices and Payments

The stated prices are in Euros and, unless otherwise indicated, are made known to the Client or User exclusive of VAT and exclusive of shipping costs, taxes, or levies.

No rights or expectations can be derived by the Client or User from a preliminary calculation or budget provided by Compli, unless the Parties have agreed otherwise in writing.

Compli is entitled to change prices, including when the cost items applicable to Compli have been or will be increased for any reason whatsoever. Compli will notify the Client or User in advance and in writing of these changes by stating the prices applicable from that moment in the quotes.

Compli will invoice the amounts owed per invoice to the Client or User. The Client or User must pay the amounts owed within 30 (thirty) calendar days after the invoice date.

Any error or inaccuracy in an invoice, specification, or payment confirmation provided by Compli to the Client or User must be immediately communicated to Compli by the Client or User.

If the Client or User fails to fulfil any obligation (in a timely manner), the Client or User is in default without further notice of default or demand. The Client or User is then liable to Compli for the costs, both in and out of court, relating to the collection of these amounts. The Client or User also owes interest equal to the statutory interest rate, each time increased by 2%, on the outstanding amount. Extrajudicial costs amount to 15% of the outstanding amount with a minimum of €40.-. Compli reserves the right to claim the actual extrajudicial collection costs from the Client or User.

The Client or User is not entitled to any set-off or suspension of payment obligations under the Agreement.

Article 6. Services

Services will be delivered as indicated by Compli in the Agreement.

The agreed Services will only be delivered after receipt of your payment, unless the Agreement explicitly states otherwise.

All (delivery) deadlines mentioned and applicable by Compli in any way have been carefully calculated by Compli. These deadlines shall in no case apply as strict deadlines by which Compli must perform. Exceeding such a deadline by Compli will not lead to any liability of Compli.

Article 7. The SaaS Platform

Compli devotes great care to the reliability of the SaaS platform. The platform ensures that the Client or User can easily fulfil their obligations towards the Tax Authority and/or the Dutch Labour Inspectorate and/or other regulators. As Client or User, you remain at all times responsible for providing the information (personal data, compliance documents). This information must be entered completely and accurately into the SaaS platform. This is for the purpose of enabling checks to be carried out by Compli.

Compli hereby disclaims all liability for the information placed by the Client or User in the SaaS platform and accepts no liability or responsibility for any decisions made on the basis of the information visible in the SaaS platform.

The SaaS platform contains hyperlinks to or parts of web pages of third parties. Compli is in no case responsible for the content and functioning of these third-party web pages.

The use of software or any automated system to obtain information from the SaaS platform, such as page scraping, the use of robots, spiders, or similar algorithms or methods, as well as the systematic manual retrieval of (parts of) the SaaS platform or underlying databases with the aim of copying or reproducing them or circumventing the navigation structure or security of the SaaS platform for commercial or non-commercial purposes, is expressly prohibited.

Without the prior express written permission of Compli, the Client or User is not permitted to investigate the SaaS platform, or any system or network connected to it, for vulnerabilities in any way whatsoever, including but not limited to hacking the SaaS platform or any connected systems or networks. It is strictly prohibited to perform actions that place an unreasonable or disproportionate burden on the infrastructure of the SaaS platform and/or the systems and networks possibly connected to it.

By agreeing to these Terms, the Client or User agrees that the Client or User will use the SaaS platform for its intended purpose: an online compliance tool to reduce the risk of liability and/or sanctions.

Article 7. Third-Party Products and Services

Compli is entitled to deploy or provide Third-Party Products and Services in fulfilling the obligations under the Agreement.

No replacement or repair of Third-Party Products takes place by Compli, unless this has been expressly agreed between the parties.

If Third-Party Products are made available to the Client or User, the Client or User shall exercise the duty of care of a prudent administrator in this regard.

Article 8. Intellectual Property Rights

Unless otherwise indicated by Compli, all intellectual property rights, including but not limited to copyright, database, and trademark rights, on all information, data, and materials as displayed on and underlying the SaaS platform rest with Compli. Nothing in these Terms serves to transfer intellectual property rights between the Parties.

Compli does not guarantee that the Products delivered to the Client or User do not infringe any current or future intellectual property right of a third party and is in no case liable for any damages with respect to an infringement of an intellectual property right of a third party.

Compli is entitled, after prior permission obtained from the Client or User, to use the name and logo of the Client's or User's company for commercial purposes, including but not limited to mentioning the Client or User as a client or user of Compli on the website and in further promotional expressions of Compli.

Article 9. Privacy

Compli values the protection of personal data. Compli processes personal data of the Client or User and their employees and/or engaged assistants in accordance with the purpose of executing the Agreement and further developing the SaaS platform, Products, and Services.

By placing information and documents in the SaaS platform, the Client or User also provides personal data to the SaaS platform. The applicable laws and regulations prescribe that a Joint Controller Agreement must be concluded with respect to this processing. The SaaS platform will provide the Client or User with a proposal for such a Joint Controller Agreement.

Article 10. Liability

Compli's total liability for attributable shortcomings in the fulfilment of the agreement or on whatever legal basis, expressly including any shortcoming in the fulfilment of a warranty or indemnification obligation agreed with the Client or User, is limited to compensation for damages as elaborated in this article.

Direct damages are limited to a maximum of the price agreed for that agreement (excl. VAT). If the agreement is mainly a continuing performance contract with a duration of more than one year, the price agreed for that Agreement is set at the total of the fees (excl. VAT) agreed for one year. In no case shall Compli's total liability for direct damages, on whatever legal basis, exceed €250,000 (two hundred and fifty thousand euros), being the maximum amount paid out by the professional liability insurer.

Damages due to death, physical injury, or material damage to property is limited to €1,250,000 (one million two hundred and fifty thousand euros), being the maximum amount paid out by the general liability insurer.

Indirect damages, consequential damages, lost profits, missed savings, reduced goodwill, damages due to business interruption, damages resulting from claims from the Client's or User's customers, damages related to the use of items, materials, or software of third parties prescribed by the Client or User to Compli, and damages related to the engagement of suppliers prescribed by the Client or User to Compli are excluded. Also excluded is Compli's liability relating to the corruption, destruction, or loss of data or documents.

The exclusions and limitations of Compli's liability described in Articles 10.2 through 10.4 leave the other exclusions and limitations of Compli's liability described in these general terms and conditions entirely intact.

The exclusions and limitations referred to in Articles 10.2 through 10.5 shall lapse if and to the extent that the damages are the result of intent or deliberate recklessness on the part of Compli's management.

Unless fulfilment by Compli is permanently impossible, Compli's liability for attributable shortcomings in the performance of an agreement only arises if the Client or User immediately notifies Compli in writing of the default, setting a reasonable period for remedying the shortcoming, and Compli continues to be attributably in default in fulfilling its obligations after that period. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that Compli is given the opportunity to respond adequately.

A condition for the existence of any right to compensation is always that the Client or User reports the damage to Compli in writing as soon as possible after it arises. Any claim for damages against Compli lapses by the mere passage of twenty-four months after the claim arises, unless the Client or User has instituted legal proceedings for compensation of the damage before the expiry of that period.

The Client or User indemnifies Compli against all claims of third parties for product liability as a result of a defect in a product or system delivered by the Client or User to a third party, which also consisted of equipment, software, or other materials supplied by Compli, unless and to the extent that the Client or User proves that the damage was caused by that equipment, software, or other materials.

The provisions of this article as well as all other limitations and exclusions of liability mentioned in these general terms and conditions also apply for the benefit of all (legal) persons of whom Compli and its supplier makes use in the execution of the agreement.

Article 11. Force Majeure

Parties are not obliged to fulfil any obligation if they are prevented from doing so by a circumstance that is not attributable to their fault and for which they are not accountable under the law, any legal act, or generally accepted standards. If such a circumstance is of a temporary nature, Compli is entitled to suspend its obligations under the Agreement without being liable for any compensation. This non-attributable circumstance includes all external causes over which Compli has no influence, DDoS attacks, problems with regard to Third-Party Products, hacking, cracking, a business disruption or interruption, unavailability of the internet or other infrastructure, delays in performance arising from suppliers of Compli or any other third parties on whom Compli depends, or transport problems or impediments in the supply or provision of Products or Services. During this period of force majeure, Compli is entitled to suspend its obligations under the Agreement.

If a non-attributable shortcoming continues for more than 10 (ten) calendar days, both parties individually are entitled to dissolve the Agreement without being liable for any compensation.

If, at the time force majeure occurs, Compli has already partially fulfilled or can partially fulfil its obligations, Compli is entitled to invoice the already made available, delivered, or executed part, or the deliverable or executable part separately, and the Client or User is obliged to pay this invoice as if it were a separate Agreement.

The transmission of data and information via data communication lines such as telephone lines, cable, or wireless connections takes place under the responsibility and at the risk of the party making use of that communication method. If a party makes use of data communication lines, its risk is limited to the guarantees and liabilities that the (network) provider provides and covers in this regard, unless due to demonstrably incorrect conduct by one of the parties, the liability lies with the responsible party.

Article 12. Confidentiality

Parties will do everything in their power to prevent confidential information of the other party from coming to the knowledge or into the hands of third parties. This does not apply if the disclosing party demonstrates that certain information is already publicly known or was already in its possession, other than through a breach of a confidentiality obligation.

Article 13. Transfer

The parties are not permitted to transfer the rights under the Agreement to a third party without prior written consent of the other party.

Compli is entitled to sell, transfer, or pledge its claims for payment of fees to a third party.

Article 14. Applicable Law and Disputes

Dutch law exclusively applies to all rights, obligations, offers, orders, and agreements concluded with Compli, unless the parties have explicitly agreed otherwise in writing in the Agreement. The applicability of the Vienna Sales Convention 1980 is excluded.

All disputes between the parties shall be submitted exclusively to the Dutch court in Amsterdam, location Amsterdam.