Terms and Conditions

Last updated on 21 February 2023

1. General

In the general terms and conditions, the following are understood to mean:1.1. Client: the person or legal entity who grants the assignment.1.2. Contractor: Annual Insight B.V., hereinafter referred to as Annual Insight1.3. Assignment or Agreement: the agreement for the assignment, in which Annual Insight commits to the client that they will carry out the work.

2. Applicability

2.1. These general terms and conditions apply to all services provided for the Client by Annual Insight, except insofar as there is derivation from the content of these general terms and conditions in the assignment confirmation.

2.2. These general terms and conditions apply to the exclusion of the Client's General Terms and Conditions. The applicability of the Client's General Terms and Conditions is explicitly excluded by the Contractor.

2.3. The Codes of Conduct from the Council for Interim Management and the Council for Management Consultants form part of the Agreement. The Client agrees to respect Annual Insight's obligations arising from those codes at all times.

3. Establishment of the Agreement

3.1. The Agreement consists of these general terms and conditions, together with the order confirmation, and is initiated at the moment that the order confirmation, signed by Annual Insight and the Client, has been returned to Annual Insight. As long as the order confirmation has not been returned, Annual Insight reserves the right to employ their personnel and other capacity elsewhere. The order confirmation is based on the information that the Client has provided to Annual Insight at that time. The order confirmation is deemed to accurately and completely reflect the Agreement.

3.2. If the Assignment has been granted verbally, or if the order confirmation is not (yet) signed, the Assignment is deemed to have been initiated under the applicability of these general terms and conditions at the time that Annual Insight begins work on the Assignment, at the request of the Client.

3.3. The Agreement replaces all previous offers, proposals, correspondence, agreements or other communication, verbally or in writing.

3.4. The Agreement is entered into for an indefinite period of time, unless it is clear from the content, nature or scope of the Assignmentthat it shall be entered into for a specified period.

4. Client Cooperation

4.1. The Client must ensure that all data and documents, which Annual Insight, in their opinion, require for the correct and timely execution of the Assignment, are made available to Annual Insight in a timely manner.

4.2. The Client must ensure that Annual Insight is immediately informed of facts and circumstances that may be important in connection with the proper execution of the Assignment.

4.3. Unless the nature of the Assignment indicates otherwise, the Client is responsible for the correctness, completeness and reliability of the data and documents made available to Annual Insight, even if these originate from or via third parties.

5. Execution of the Assignment

5.1. All work performed by Annual Insight is carried out to the best of their knowledge and ability in accordance with the requirements of good professionalism. With regard to the intended work, there is a best-efforts obligation on the part of Annual Insight, unless expressly stipulated otherwise.

5.2. Annual Insight shall determine the manner in which the Assignment is executed, while taking into account the wishes expressed by the Client as much as possible.

5.3. Annual Insight has the right to replace the employee deployed on the Assignment after consultation with the Client.

5.4. Annual Insight may perform more work than provided for in the Assignment and charge the Client for said work if the Client has granted permission in advance. However, if Annual Insight is obliged to perform additional work due to of their legally requiredduty of care, they are entitled to charge the Client for said work, even if the Client has not explicitly granted prior consent for theadditional work.

5.5. If the Client wishes to involve third parties in the execution of the Assignment, they may only do so after having reached anagreement with Annual Insight, since the direct or indirect involvement of a third party in the execution of the Assignment may have a significant influence on Annual Insight's ability to properly execute the Assignment. The provisions in the previous sentence apply mutatis mutandis to Annual Insight.

5.6. Annual Insight shall maintain a file concerning the Assignment, which is the property of Annual Insight, containing copies of relevant documents.

6. Confidentiality

6.1. Unless any statutory provision, regulation or other professional rule obliges them to do so, Annual Insight is obliged to maintain confidentiality towards third parties with regard to confidential information obtained from the Client. The Client can grant an exemption to this provision.

6.2. Annual Insight is not entitled to use the confidential information made available to them by the Client for a purpose other than that for which it was obtained, unless they have the Client's written permission. However, an exception is made in the event that Annual Insight acts on their own behalf in disciplinary, civil or criminal proceedings where it may be of interest.

6.3. Annual Insight and the Client will impose their obligations arising from this article on third parties that they engage.

6.4. If not deemed contrary to the provisions in Articles 6.1 and 6.2, Annual Insight is entitled to mention the work performed in broadstrokes to current or potential customers and only to illustrate Annual Insight's experience.

7. Intellectual Property

7.1. Annual Insight reserves all intellectual property rights relating to products of the mind which they use or have used and/or develop and/or have developed in the context of the execution of the Assignment, and in respect of which they are the owners of the copyright or have other intellectual property rights or can enforce them.

7.2. The Client is explicitly prohibited from reproducing, disclosing or exploiting those products, including working methods, advice, and other intellectual products owned by Annual Insight, in the broadest sense of the word, with or without the involvement of third parties. Reproduction and/or publication and/or use is only permitted after written permission has been obtained from Annual Insight. The Client is entitled to copy the written documents for use within their own organization, insofar as appropriate within the purpose of the Assignment. In the event of early termination of the contract, the foregoing shall apply mutatis mutandis. Violators will be punished with five times the agreed sum of the contract, to be paid within 14 business days. If the payment period is exceeded, interest will be charged for each month or part of a month by which the payment term is exceeded, in accordance with the statutory interest rate. All costs, both judicial and extrajudicial, relating to the collection of the amount owed by your company and not paid on time, shall be the responsibility of the negligent company.

8. Honorarium

8.1. If, after the Agreement has been entered into, but before the Assignment has been fully completed, rate-determining factors such as, for example, wages and/or prices change, Annual Insight is entitled to adjust the previously agreed rate accordingly.

8.2. Annual Insight's fee includes travel expenses to and from the location, but excludes other expenses incurred by Annual Insight and declarations from third parties engaged by Annual Insight.

8.3. All rates are excluding sales tax and other levies that may or may not be imposed by the government.

9. Payment

9.1. Annual Insight will receive hundred percent of the agreed fee from the Client in advance.

9.2. Payment by the Client must take place without deduction, discount or debt settlement within 14 days after the invoice date.Payment must be made in euros, by means of a bank transfer to a bank account to be indicated by Annual Insight. Objections tothe amount of the invoices submitted do not suspend the Client's payment obligation.

9.3. In the event that the period referred to under 9.2 is exceeded, the Client shall be in legally default, after having been warned atleast once by Annual Insight to pay within a reasonable period. In that case, the Client owes the legal interest due from the date on which the due amount becamedue and payable up to the time of payment. In addition, all costs for collection, after the Client is in default, both judicial and extrajudicial, are at the Client's expense. The extrajudicial costs are set at least 15% of the principal and interest, without prejudice to Annual Insight's right to claim any actual extrajudicial costs that exceed this amount. The judicial costs include the full costs incurred by Annual Insight, even if these exceed the statutory liquidation rate.

9.4. If, in Annual Insight's view, the Client's financial position and/or payment behavior so require, Annual Insight is entitled to require the Client to provide (additional) security without delay in a form to be determined by Annual Insight and/or an advance payment. If the Client fails to provide the required security, Annual Insight is entitled, without prejudice to their other rights, to immediately suspend further execution of the Assignment and everything that the Client owes Annual Insight, for whatever reason, is immediately due and payable.9.5. In the case of a joint Assignment, the Clients are jointly and severally liable for payment of the full invoice amount, insofar as the work has been performed for the joint Clients.

10. Delivery Term

10.1. If the Client owes an advance payment or must make the information and/or materials necessary for the execution available, then the term within which the work must be completed does not start prior to receipt of the entire payment by Annual Insight, or the information and/or materials have been made available to them in full, respectively.

10.2. Because the duration of the Assignment can be influenced by all kinds of factors, such as the quality of the information provided by the Client and the cooperation provided, the terms within which the work must be completed can only be regarded as deadlines if agreed in writing.

10.3. The Agreement cannot - unless the Client has proven that it is impossible complete the assignment - be terminated by the Client due to time limits, unless Annual Insight does not or does not fully execute the Agreement within a reasonable period of time after the agreed delivery period, as stated by them in writing. In that case, dissolution is allowed pursuant to Article 265 Book 6 of the Dutch Civil Code.

11. Termination

11.1. The Client and Annual Insight have entered into the Agreement for a specific period which cannot be terminated prematurely.

11.2. The Agreement may be terminated by either party by means of a registered letter in the event that the other party is unable to pay its debts, or if a receiver, administrator or liquidator has been appointed, the other party commissions a debt settlement, or ceases their activities for any other reason, or if the other party reasonably expects of one of the aforementioned circumstances to occur on one party's part, or if a situation arises that justifies immediate termination in the interest of the terminating party.

11.3. If (early) termination has been initiated by the Client, Annual Insight is entitled to compensation for existing and plausible loss incurred from lower capacity utilization on their part, as well as for additional costs they must reasonably incur as a result of the early termination of the Agreement, unless there are facts and circumstances underlying the cancellation that can be attributed to Annual Insight. If (early) termination is initiated by Annual Insight,

11.4. The Client is entitled to cooperation from Annual Insight in the transfer of activities to third parties, unless there are facts and circumstances underlying the termination that can be attributed to the Client. In all cases of (early) termination, Annual Insight reserves the right to make claims for payment of the invoices for work performed up to that time, whereby the Client will be provided with the preliminary results of the work performed up to that time. Insofar as the transfer of the activities entails extra costs on the part of Annual Insight, such costs will be charged to the Client.

11.5. Upon termination of the Agreement, each of the parties must immediately hand over to the other party all goods, files and documents in its possession that belong to the other party.

12. Contract takeover/ Indemnification

12.1. The Client is not permitted to transfer any obligation from the Agreement to third parties, unless Annual Insight expressly agrees. Annual Insight is entitled to attach conditions to their consent. The Client commits, in any case, to then impose upon the third party all relevant payment and other obligations from the Agreement in these General Terms and Conditions. The Client remains at all times, in addition to this third party, liable for the obligations under the Agreement and the General Terms and Conditions, unless the parties explicitly agree otherwise.

12.2. The Client indemnifies Annual Insight against of all third-party claims that may arise as a result of non-fulfilment or incorrect fulfilment by the Client of any obligation included in the Agreement and/or these general terms and conditions.

13. Liability

13.1.Annual Insight will carry out their work to the best of their ability and, in doing so, observe the due care that can be expected from Annual Insight. Annual Insight is not liable for any damage suffered, financial or otherwise, arising directly or indirectly from connection with the delivered product.

13.2. The Client indemnifies Annual Insight against third-party claims for damage caused by the Client providing incorrect or incomplete information to Annual Insight, unless the Client demonstrates that the damage is not related to culpable acts or omissions attributable to them or caused by intention or similar gross negligence on Annual Insight's part.

14. Internet use

During the execution of the Assignment, the Client and Annual Insight will be able to communicate with each other at the request of one party by means of electronic mail. Both Annual Insight and the Client acknowledge that the use of electronic mail carries risks, including but not limited to distortion, delay, and viruses. The Client and Annual Insight hereby agree that they are not liable to each other for any damage that may arise for one or all parties as a result of the use of electronic mail. Both the Client and Annual Insight will do everything that they can be reasonably be expected to do or refrain from doing to prevent the occurrence of the aforementioned risks.

15. Expiry period

Unless otherwise stipulated in the order confirmation, rights of claim and other powers of the Client for whatever reason shall also lapse towards Annual Insight in any case after the expiration of one year from the moment at which something occurs that causes the Client to invoke these rights and/or authorizations against Annual Insight.

16. Processing personal data

16.1 Annual Insight uses personal data for its own services. This information has been collected through our services or this data has been provided to us. Annual Insight may process the following personal data: first and last name, gender, e-mail address, location data, data about your activities on our website.

16.2 Annual Insight processes this personal data for the following purposes: handling the products and associated payments, sending the periodic newsletter, contacting us if necessary for the provision of services, being able to provide information about changes to services and products, create an account and adjust it in the portal.

16.3 Annual Insight analyzes behavior on the website in order to improve the website and to adjust the range of products and services to the preferences of customers

16.4 Annual Insight does not sell data to third parties and will only provide this if this is necessary for the performance of the agreement or to comply with a legal obligation. A processing agreement is concluded with companies that necessarily process data for the purpose of the assignment to ensure a sound level of security and confidentiality of the stored data.16.5 Annual Insight makes every effort to properly protect the data and takes appropriate measures to prevent abuse, loss, unauthorized access, unwanted disclosure and unauthorized changes.

17. Waiver of rights

Not immediately enforcing any right or authority held by Annual Insight will not affect or limit the rights and authorities held by Annual Insight under this Agreement. A waiver of any provision or condition in the Agreement will only be effective if it has been made in writing.

18. Conversion

If and to the extent that any provision of the Agreement cannot be invoked on grounds of reasonableness and fairness or unreasonably onerous character, the provision in question shall be as similar as possible to the corresponding meaning with regard to the content and scope so that said provision can be duly invoked.

19. Remaining in force

The provisions of this Agreement, which are expressly or tacitly intended to remain in force even after termination of this Agreement, will remain in force thereafter and continue to be binding for the parties.

20. Conflicting clauses

In the event that these general terms and conditions and the order confirmation contain contradictory conditions, the conditions included in the order confirmation will apply.

21. Applicable law and choice of forum

20.1. Dutch law applies to all Agreements made between the Client and Annual Insight.

20.2. Unless the parties expressly agree otherwise in writing, all disputes relating to Agreements between the Client and AnnualInsight shall be settled by the competent court in the district of Amsterdam.

22. Final provision

Should any provision in these terms and conditions be nullified or become null and void, the other provisions in these terms and conditions will remain in full force. In such a case, Annual Insight and the Client are obliged to abide as much as possible in accordance with the void or voided provision(s) in the situation that arises at the time.

* Annual Insight is headquartered in Amsterdam, Chamber of Commerce no. 60965401. The general terms and conditions outlined above have been filed with this department of the National Chamber of Commerce.