General Terms and Conditions Sumedia B.V. -Jansbuitensingel 6-4-6811 AA- Arnhem

Article 1 – Definitions and terms.

1. Sure is part of Sumedia: the private company with limited liability Sumedia B.V. based in Arnhem, located and with offices in Arnhem at Jansbuitensingel 6-4, 6811 AA, registered with the Chamber of Commerce in Arnhem under number 62763180.

2. General Terms and Conditions: Sumedia’s general terms and conditions as stated below and hereunder.

3. Internet: a worldwide computer network, connected computers, databases and other telecommunications facilities. This network allows information to be distributed or searched and e-mailed.

4. Web site: A matched collection of Internet pages that provide a total of information about a particular organization or topic.

5. Hosting: the provision (by or through Sumedia) of computer capacity e/o space on the Internet and the provision of periodic services, all in the broadest sense;

(License) Agreement: An agreement entered into between Sumedia and its customer regarding the provision of Software applications, and the delivery of Sumedia’s products and services.

7. Software Applications: all of Sumedia’s computer software/software.

8. Customer cq client or other party: The natural or legal person with whom Sumedia concludes an agreement for the supply of services or products by Sumedia.

(Google) SEO optimization 9: Improving and optimizing a website’s position in search engine results (including google) using various techniques.

10. products and services: the products and or services to be operated by Sumedia whereby information to be made available by the customer can be consulted electronically and whereby electronic messages can be exchanged between users; this includes the production and placement and promotion of a website, hosting thereof and all other additional and supporting products and services.

Article 2 – Applicability and general provisions

1. These terms and conditions apply to all offers or quotations, and agreements under which Sumedia, delivers goods and/or services to the customer, even if these goods or services are not (further) described in these terms and conditions.

2. Any reference to the client’s own general terms and conditions is expressly rejected by Sumedia. Deviation from Sumedia’s terms and conditions can only be made in writing. Deviations apply only to the contracts under which they were deviated from and do not apply to future legal relationships.

3. If and insofar as, on the grounds of reasonableness and fairness or any unreasonably onerous character, no appeal can be made to any provision in these general terms and conditions, the content and purport of that provision shall, as far as possible, be accorded a corresponding, if necessary less far-reaching, meaning, in such a way that an appeal can be made to it.

Article 3 – Offer and agreement

1. All Sumedia’s offers are without obligation unless the offer expressly states otherwise in writing. The offers are valid for 2 months.

2. An agreement between Sumedia and its customer is established by a verbal or written acceptance -of Sumedia’s offer- by the customer.

3. Sumedia is not obliged prior to the conclusion of an agreement by electronic means (e-mail) to provide the customer with information on how the agreement will be concluded and whether or not the agreement will be archived.

4. Offers do not automatically apply to future orders or agreements.

5. Amendments to the originally concluded agreement between Sumedia and its customer shall only be valid from the moment these amendments have been accepted orally or in writing by both parties.

Article 4 – Obligations of Sumedia

1. Sumedia shall carry out the assignments given to it and services to be performed by it with care and in a competent manner.

2. Sumedia shall ensure that its personnel meet the qualities required for the performance of its obligations with respect to expertise and experience.

3. Sumedia commits itself to regular inspection and proper maintenance of the equipment and systems it uses and shall ensure that the capacity of such equipment and systems is so ample that it does not lead to malfunctions under normal use.

4. Sumedia provides no warranty for the services it provides. It does, however, undertake to use all means at its disposal on first call by Customer in order to resolve any malfunctions and/or defects without delay. All agreements to be entered into by Sumedia concerning the performance of work and or the provision of services are obligations of best efforts.

5. Sumedia will not provide (personal) data to third parties without prior consent of its customer.

6. Sumedia agrees to maintain confidentiality of Customer’s confidential information.

Article 5 – Customer Obligations.

1. The Customer shall always provide Sumedia with useful and necessary data, information, etc., in a timely manner and as completely as possible, and if necessary for the performance of Sumedia’s work, make available all facilities at its site(s).

2. Customer warrants that all reasonable instructions from Sumedia regarding the use of Services will be followed in order to perform continuation of Services in a reasonable manner, and in connection therewith provide Sumedia with all assistance reasonably requested by Sumedia.

3. Customer shall indemnify Sumedia against all claims of third parties in respect of damages for which Sumedia’s liability towards customer is excluded and furthermore in particular for damages such as

result of:

a. Improper use/faulty installation of – and provision of incorrect/illegal information and/or images on – an Internet site by the customer, employees of the customer and/or third parties;

b. Breaking into and/or providing access to computer programs/Internet sites by third parties without the consent of Customer or Sumedia (hacking);

c. Insulting and otherwise infringing on the rights of third parties.

d. Misuse of applications provided by Sumedia.

4. The customer is responsible for owning and properly functioning the necessary hardware and software, peripherals and connections to enable the use of Sumedia’s services.

5. The customer is at all times obliged to provide correct, current and complete data requested from customer at or after the conclusion of an agreement. Incorrect or incomplete information gives Sumedia the right to terminate the agreement.

6. Customer will not use applications or perform actions that it (reasonably) knows will be to the detriment of other customers of Sumedia’s hosting service. Customer will make normal use of server capacity and bandwidth.

7. Customer shall use the hosting service in a normal manner, which in any case does not allow acts such as spamming, e-mail defamation and hacking (and other similar acts).

8. Customer is obliged to maintain confidentiality of Sumedia’s confidential information.

Article 6 – Liability

1. Unless damages are due to Sumedia’s own willful misconduct or gross negligence, Sumedia shall not be liable for damages of any kind (direct or indirect), trading losses and other consequential damages.

2. Sumedia’s total liability for breach of contract shall be limited to compensation of no more than the amount of the price stipulated for that contract (excluding VAT). If the agreement is mainly long-term in nature (more than 6 months), the stipulated price is set at the total of the fees stipulated for a maximum of 6 months (where a lower amount of damage does not result in a 6-month fee and a higher amount of damage results in a maximum fee of 6 months of the long-term agreement). The agreement must be long-term in nature and separate from other agreements entered into between the client and Sumedia; a one-time agreement, or a short-term agreement cannot be merged with a long-term agreement in the event of liability.

3. For damages due to externally hired services, parties or the use of platforms of external parties, with in particular, but not exclusively (google) seo optimization, payment providers, external hosting providers, etc, etc Sumedia is not liable. Article 11 of these general terms and conditions shall also apply thereto without prejudice.

4. Sumedia shall not be liable for any damages resulting from the conception, development and creation of (brand) names, logos, figurative marks, logos and the like for customers, when it appears that they already exist and/or are already registered as such.

5. Any further liability, either for direct or indirect damages, costs and interest, on any account whatsoever, is excluded.

Article 7 – Retention of title.

1. All goods to be delivered and supplied by Sumedia to the other party shall remain the property of Sumedia until all amounts owed by the other party for the goods delivered or to be delivered or work performed or to be performed under that agreement have been paid.

2. If goods delivered by Sumedia to the customer under the terms of the agreement under retention of title are seized, or if the customer is placed in a state of moratorium or bankruptcy, the customer must notify Sumedia immediately.

3. All items mentioned under 7.1 must be returned to Sumedia by customer within a period of 3 (seven) days after the termination of the (license) agreement.

4. If the other party fails to comply with its obligations mentioned in this article, Sumedia is entitled – without the need for judicial intervention – to remove the goods that have been delivered pursuant to

5. retention of title or otherwise take back Sumedia’s property.

Article 8 – Duration and termination

1. An agreement between Sumedia and customer is entered into for a definite period of time, unless otherwise agreed in writing.

2. The agreement may, unless the parties agree otherwise, be terminated prematurely by dissolution only if the other party, imputably fails to fulfill essential obligations under the agreement. Rescission must be made by registered letter.

3. Dissolution can only occur for that part which has not been performed by Sumedia.

4. Amounts that Sumedia has invoiced before the dissolution for what it has already performed or delivered for performance will remain due in full and will become immediately payable at the time of dissolution.

5. Sumedia may fully or partially terminate the agreement with immediate effect without judicial intervention by means of a written notification to the other party, if the other party is declared bankrupt, if it is granted a suspension of payments (provisional or otherwise), if it is otherwise unable to meet its payment obligations, if the other party has become incapacitated, or if its business is liquidated or terminated, or if the other party is a natural person, dies. Sumedia shall never be liable for any damages because of such dissolution.

6. By mutual agreement, the parties may terminate the agreement, but only by written document signed by both parties.

Article 9 – Continuity collaborations.

1. Definition and Application: Continuity Collaboration means a long-term business relationship between Sumedia and a customer, aimed at providing continuous services or products. This article applies to all agreements designated as continuity cooperation.

2. Duration of Collaboration: Unless otherwise agreed in writing, continuity collaborations are entered into for an initial period of 12 months. At the end of this period, the cooperation will be automatically renewed for successive periods of the same duration, unless either party indicates otherwise.

3. Termination or Change of Collaboration: Termination of the continuity collaboration or budget changes must be announced in writing at least three (3) months prior to the end of the current period. This can be done by registered mail or by formal email to administratie@sumedia.nl.

4. Terms upon Termination: Upon termination of the cooperation, all amounts invoiced by Sumedia up to that time shall remain due. Any prepaid amounts for services or products that fall after the termination date will be prorated.

5. Modification of Terms: Sumedia reserves the right to modify the terms of continuity cooperation. Changes will be communicated to the customer at least one (1) month prior to the effective date.

Article 10 – Prices, billing and payment

1. All prices and rates charged by Sumedia are exclusive of VAT and any other taxes,

2. duties or taxes imposed by the government. All prices are expressed in Euros unless otherwise stated.

3. Sumedia reserves the right to change prices when renewing the contract / concluding a new agreement with customer.

4. All work performed by Sumedia outside the concluded agreement with the customer will be performed at Sumedia’s usual rates.

4. Payment by the customer to Sumedia shall be made in accordance with the payment terms stated on the invoice. If not stated, payment must be made within 14 days of the invoice date. Sumedia reserves the right to require prepayment, partial payment or security for payment at any time.

5. In case of late payment, customer is immediately in default. Without further notice of default, customer will be liable for the statutory interest rate for commercial transactions from that date.

6. When Sumedia hands over an unpaid invoice or part thereof to a third party for collection, all judicial and extrajudicial costs Sumedia has to incur as a result of Customer’s failure to comply with its obligations shall be borne by Customer.

7. Price changes resulting from any of the preceding paragraphs shall not entitle the customer to rescind the agreement.

Article 11 – Intellectual property

1. The material e/o goods manufactured by Sumedia and services delivered are and remain the property of Sumedia, as well as the right to use them, unless otherwise agreed upon.

2. Sumedia reserves at all times the copyright to the items developed by Sumedia, commissioned or otherwise.

3. In the specific case of brokerage projects, the intellectual property surrounding CRM links remains the property of Sumedia. Projects can be acquired without this link. Furthermore, the naming and reference to Sumedia will have to remain.

Article 12 – Force majeure

1. Force majeure means all external causes that were not reasonably foreseeable. This includes, but is not limited to, Internet connection failures, telecommunication structure failures, network failures, failures at payment providers, hosting providers and other externally hired providers (e.o. parties), incomplete occupancy of dial-up points, outages of electricity, refusal of, or discontinuation of delivery of services by external parties not attributable to Sumedia (e.g. in SEO optimization) etc. Sumedia is not liable for any damages -in any form- to the customer in case of force majeure.

2. Sumedia shall be entitled to invoke force majeure if the circumstance prevents performance of the agreement. Sumedia is not bound by its obligations under the agreement if fulfillment thereof is impossible due to force majeure.

3. If the period of being unable to fulfill obligations under the concluded agreement due to force majeure lasts longer than 3 weeks, both parties are entitled to terminate the agreement with immediate effect.

(Any) obligations to pay amounts due shall continue to exist even as a result of force majeure.

Article 13 – Decommissioning

1. Sumedia has the right to put delivered products and services (temporarily) out of use and/or limit their use if the other party fails to comply with an obligation towards Sumedia in respect of the agreement or acts in breach of these general terms and conditions. Sumedia will notify the other party in advance, unless this cannot reasonably be required.

Obligations (if any) to pay amounts due shall continue to exist during the decommissioning.

3. Commissioning shall be resumed if the other party has fulfilled its obligations within a period set by Sumedia.

4. For the purpose of maintenance work, Sumedia is entitled to temporarily take the delivered products e/o services out of service.

5. For all reasons for termination mentioned in Article 9, Sumedia reserves the right to temporarily take delivered services out of service to prevent further damage in the broadest sense.

Article 14 – Applicable law and disputes.

1. All quotations, offers, agreements and performance by Sumedia are governed exclusively by Dutch law.

2. All disputes, including those considered as such by only one party, arising from or related to the contract to which these terms and conditions apply or the terms and conditions in question themselves and their interpretation or performance, both of a factual and legal nature, shall be decided by the competent court in Arnhem, unless the subdistrict court has jurisdiction.