Definitions

In these Terms and Conditions, the following definitions apply:

Quantiq Solutions — The general partnership (vennootschap onder firma) Quantiq Solutions, established in Waspik, registered with the Dutch Chamber of Commerce (KVK) under number 42138225, hereinafter referred to as "Quantiq".

Client — Any natural person or legal entity that enters into an agreement with Quantiq or intends to enter into an agreement with Quantiq.

Agreement — Any arrangement between Quantiq and the Client regarding the provision of services or products, including quotations, order confirmations and any additional arrangements.

Services — All work carried out by Quantiq, including but not limited to data analysis, dashboards, business intelligence, forecasting, machine learning, AI solutions, process analysis, automation, advisory services and related services.

In writing — Communication by letter or by email.

Confidential Information — All information that can reasonably be assumed to be confidential in nature, including business information, personal data, financial data, source code, documentation and other non-public information.

Applicability

These Terms and Conditions apply to all quotations, agreements, work and other legal relationships between Quantiq and the Client, unless otherwise agreed in writing.

By entering into an agreement, the Client declares to have read and to agree to these Terms and Conditions.

Deviations from these Terms and Conditions are only valid if agreed in writing by both parties in advance.

The applicability of any terms and conditions of the Client is expressly rejected, unless Quantiq has accepted them in writing.

If one or more provisions of these Terms and Conditions prove to be void or are annulled, the remaining provisions shall remain fully in force. In that case, the parties shall jointly agree on a replacement provision that reflects, as closely as possible, the purpose and intent of the original provision.

Quotations and formation of the agreement

All quotations, price estimates and offers made by Quantiq are without obligation, unless expressly stated otherwise in writing.

Quotations are valid for a period of thirty (30) days from the date of issue, unless a different validity period is stated in the quotation.

An agreement is formed as soon as:

• the Client has accepted a quotation or order confirmation in writing; or
• Quantiq confirms in writing that it will carry out an assignment; or
• Quantiq has started carrying out the work with the Client's consent.

Obvious mistakes, calculation errors, typing errors or clerical errors in quotations, price estimates or other documents are not binding on Quantiq.

Changes or additions to an agreement are only valid if agreed in writing by both parties.

If the Client wishes to make changes to the assignment after accepting the quotation, Quantiq is entitled to adjust the planning, work and fees accordingly. Any consequences will be discussed with the Client in advance.

Performance of the assignment

Quantiq will perform the agreement to the best of its insight, expertise and ability, exercising the care of a good contractor.

Quantiq's obligation in respect of its services is an obligation to use reasonable efforts ("inspanningsverplichting"), not an obligation to achieve a specific result, unless expressly agreed otherwise in writing.

Quantiq determines the manner in which the work is carried out, unless otherwise agreed in writing or the nature of the assignment dictates otherwise.

Quantiq is entitled to carry out work, in whole or in part, with the assistance of third parties, provided that the quality of the services is not adversely affected as a result.

Advice, analyses, forecasts, dashboards, AI solutions, reports and other results provided by Quantiq are based on the information provided by the Client and the data available at that time.

Quantiq cannot guarantee the accuracy, completeness or timeliness of data supplied by the Client or by third parties.

Lead times, schedules and delivery dates are indicative, unless a strict deadline has been expressly agreed in writing.

The Client shall ensure that Quantiq is given timely access to all information, systems, files, contact persons and other resources reasonably necessary for the proper performance of the assignment.

If the performance of the assignment is delayed because the Client fails to meet its obligations, or fails to do so in time, Quantiq is entitled to adjust the planning and to charge any resulting costs.

Quantiq strives for lasting and practical solutions. If, during performance of the assignment, Quantiq identifies opportunities or improvements that fall outside the original assignment, it will discuss these with the Client. Such matters will only be carried out after mutual agreement.

Obligations of the Client

The Client shall provide Quantiq in a timely manner with all information, data, documents and access to systems reasonably necessary for the proper performance of the agreement.

The Client guarantees the accuracy, completeness and timeliness of the information it provides. Quantiq is not liable for damage or incorrect results resulting from inaccurate, incomplete or outdated data.

The Client shall ensure the availability of contact persons who are authorized to make decisions and support the progress of the assignment.

If access to software, systems, data sources or other digital environments is required for the performance of the assignment, the Client shall ensure that Quantiq has the necessary access rights in good time.

If the Client fails to meet the obligations under this article, fails to do so in time, or fails to do so in full, Quantiq is entitled to suspend performance of the agreement until the necessary information or cooperation has been provided. Any resulting delays or additional work may be charged to the Client.

The Client remains responsible at all times for the final decisions made on the basis of analyses, advice, dashboards, reports or AI solutions provided by Quantiq.

Rates, invoicing and payment

All rates and prices used by Quantiq are exclusive of VAT and other government-imposed levies, unless expressly stated otherwise.

Work is carried out on the basis of a fixed price, an hourly rate or another price arrangement agreed in advance, as stated in the quotation or order confirmation.

Unless otherwise agreed in writing, the payment term is thirty (30) days from the invoice date.

If the payment term is exceeded, the Client is in default without further notice of default being required. In that case, Quantiq is entitled to charge the statutory commercial interest rate and reasonable extrajudicial collection costs.

Quantiq is entitled to suspend performance of the work for as long as outstanding invoices remain unpaid, provided the Client has been notified of this in writing in advance.

If an assignment is carried out in phases, Quantiq is entitled to invoice each phase separately.

Objections to an invoice must be submitted to Quantiq in writing, with reasons, within fourteen (14) days of the invoice date. Submitting an objection does not suspend the obligation to pay.

Quantiq is entitled to require a deposit or advance payment prior to carrying out the work. The amount will be stated in the quotation or order confirmation.

If the parties enter into an agreement for recurring services or maintenance, the applicable rates and payment terms will be set out in the agreement or quotation.

Additional work and changes

If the Client wishes to make changes or additions to the original assignment during performance of the agreement, the parties will consult on the consequences for planning, work and fees.

Work falling outside the original agreement is regarded as additional work and will only be carried out after written agreement has been reached, unless the nature of the work reasonably requires immediate action.

Additional work may arise, among other things, as a result of:

• changes in the Client's wishes or requirements;
• additional analyses, dashboards or reports;
• additional consultation or presentation sessions beyond the original arrangement;
• additional integrations with systems or data sources;
• changes in laws and regulations affecting the assignment;
• unforeseen circumstances that necessitate additional work.

If changes result in less work than originally agreed, the parties will consult with each other in good faith.

Quantiq will inform the Client in advance of the expected consequences of the additional work for planning and costs, insofar as reasonably possible.

Work that is reasonably necessary to ensure a qualitatively sound performance of the original assignment is not regarded as additional work, unless it results in a substantial expansion of the assignment.

Confidentiality

The parties undertake to keep confidential all Confidential Information they receive from each other in connection with the agreement, or which they should reasonably understand to be confidential.

The confidentiality obligation applies both during the term of the agreement and after its termination.

Confidential Information will only be used for the performance of the agreement and not for other purposes, unless the other party has given prior written consent.

Quantiq takes appropriate organizational and technical measures to protect Confidential Information against loss, unauthorized access or unlawful use.

The confidentiality obligation does not apply if:

• disclosure is legally required;
• the information was already public without breach of this agreement;
• the information was lawfully obtained from a third party without any confidentiality obligation.

Quantiq will only give employees or engaged third parties access to Confidential Information to the extent necessary for the performance of the agreement. Quantiq will ensure that these persons are also bound by an appropriate confidentiality obligation.

After termination of the agreement, the parties will, if requested and to the extent legally permitted, return or delete confidential documents and data.

Quantiq will only use the Client's name, logo or assignment as a reference or for marketing purposes after the Client has given prior written consent.

Intellectual property

All intellectual property rights relating to methodologies, working methods, models, templates, scripts, source code, algorithms, AI solutions, documentation, presentations, reports and other materials developed by Quantiq rest with Quantiq, unless otherwise agreed in writing.

Upon payment in full, the Client acquires a non-exclusive, non-transferable right of use to the results delivered specifically for the Client, to the extent necessary for the intended use.

The right of use referred to in article 9.2 does not entitle the Client to independently sell, distribute, publish or make available to third parties any methodologies, templates, source code, algorithms or other intellectual property developed by Quantiq, unless Quantiq has given prior written consent.

To the extent that pre-existing knowledge, software, scripts, models or other materials of Quantiq are used in the performance of the agreement, all intellectual property rights thereto remain fully vested in Quantiq.

Quantiq reserves the right to reapply the knowledge, experience, insights and general working methods gained during assignments to other clients, provided that no Confidential Information or commercially sensitive data of the Client is used or disclosed in doing so.

If the Client wishes to make changes to solutions developed by Quantiq, this is permitted provided this is solely for internal use within its own organization and does not infringe Quantiq's intellectual property rights.

Privacy and protection of personal data

The parties shall act in accordance with applicable privacy legislation when performing the agreement, including the General Data Protection Regulation (GDPR).

If Quantiq processes personal data on behalf of the Client in the performance of the agreement, Quantiq will act solely in accordance with the Client's instructions, insofar as legally permitted.

If Quantiq acts as a processor within the meaning of the GDPR in connection with the agreement, the parties will enter into a separate data processing agreement.

Quantiq takes appropriate technical and organizational measures to secure personal data against loss, unauthorized access, destruction or unlawful processing.

Quantiq processes personal data only to the extent necessary for the performance of the agreement or to comply with a legal obligation.

The Client guarantees that the personal data provided to Quantiq have been lawfully obtained and may be processed.

If a security incident or data breach occurs involving personal data that Quantiq processes on behalf of the Client, Quantiq will notify the Client without undue delay.

More information on how Quantiq processes personal data can be found in Quantiq's Privacy Policy.

If Quantiq uses AI technologies or AI-supported tools in the performance of the agreement, this is done solely to support its services. Quantiq remains responsible for the quality of the work delivered and will take appropriate measures to protect Confidential Information and personal data.

Liability

Quantiq will carry out its work to the best of its insight, expertise and diligence. Quantiq is only liable for direct damage that is the direct result of an attributable failure in the performance of the agreement.

Quantiq's total liability is limited to the amount paid out under Quantiq's liability insurance. If, for whatever reason, no payment is made under that insurance, liability is limited to the amount the Client paid for the assignment in question, with a maximum of €10,000, unless there is intent or deliberate recklessness.

Quantiq is not liable for:

• indirect damage;
• consequential damage;
• loss of profit;
• missed savings;
• business interruption;
• reputational damage;
• loss of data, unless this is the result of intent or deliberate recklessness.

Quantiq is not liable for damage arising from the Client having provided inaccurate, incomplete or outdated data.

Quantiq is not liable for decisions made by the Client on the basis of advice, analyses, dashboards, forecasts, AI solutions or other results provided by Quantiq.

Quantiq is not liable for malfunctions, errors or limitations in software, cloud platforms or services of third parties, unless these are directly the result of an attributable failure on the part of Quantiq.

Any claim for damages lapses if it is not reported to Quantiq in writing within twelve (12) months after the Client became aware of the damage.

The limitations of liability in this article do not apply if the damage is the result of intent or deliberate recklessness on the part of Quantiq.

The Client remains responsible for assessing the accuracy, completeness and suitability of the results delivered by Quantiq before applying them in practice.

Force majeure

Force majeure means any circumstance beyond Quantiq's reasonable control that makes performance of the agreement temporarily or permanently impossible, without Quantiq being at fault.

Force majeure includes, among other things:

• illness or incapacity for work of partners or employees;
• disruptions in internet, cloud or communication services;
• power outages;
• cyber incidents;
• disruptions at software providers;
• government measures;
• pandemics;
• natural disasters;
• war, terrorism or other extraordinary circumstances.

During a situation of force majeure, Quantiq's obligations are suspended for the duration of the force majeure event.

If the force majeure situation lasts longer than sixty (60) days, both parties have the right to terminate the agreement, in whole or in part, in writing, without any obligation to pay damages.

If, at the time the force majeure event occurs, Quantiq has already partially fulfilled its obligations or can still partially fulfill them, Quantiq is entitled to invoice the part already performed separately.

Delivery and acceptance

Quantiq will deliver the agreed work as soon as it has been completed in its professional judgment, or when the results described in the agreement have been made available to the Client.

The Client must assess the delivered work for any defects or deviations from the agreement within fourteen (14) calendar days after delivery.

If the Client does not submit written and substantiated objections within the period referred to in article 13.2, the work is deemed to have been accepted by the Client.

If the Client reports defects within the acceptance period that are demonstrably the result of a failure on the part of Quantiq, Quantiq will, insofar as reasonably possible, remedy these within a reasonable period without charging additional costs.

Changes in wishes, additional functionalities or extensions requested after delivery are not regarded as remedial work, but as additional work within the meaning of article 7.

Use of the delivered results by the Client, in whole or in part, is deemed to constitute acceptance of the work, unless the Client has raised a prior written and substantiated objection.

Termination of the agreement

The parties may only terminate the agreement in writing, unless the nature of the agreement dictates otherwise.

If the Client terminates the agreement prematurely, Quantiq is entitled to payment for the work already performed, costs incurred and obligations entered into.

If the agreement consists of recurring services, a notice period of one (1) month applies, unless otherwise agreed in writing.

Quantiq is entitled to terminate or suspend the agreement, in whole or in part, with immediate effect if:

• the Client fails to fulfil its obligations under the agreement;
• the Client applies for a suspension of payment;
• the Client is declared bankrupt;
• the Client's business is discontinued or liquidated;
• continuation of the agreement cannot reasonably be required of Quantiq.

Upon termination of the agreement, the provisions regarding confidentiality, intellectual property, liability, privacy and governing law remain in full force.

Governing law and disputes

All quotations, agreements and legal relationships between Quantiq and the Client are governed exclusively by Dutch law.

The parties will make an effort to resolve disputes through mutual consultation before resorting to the courts.

If a dispute cannot be resolved through mutual consultation, it will be submitted to the competent court in the district where Quantiq is established, unless mandatory law provides otherwise.

Final provisions

If one or more provisions of these Terms and Conditions prove to be wholly or partly void or voidable, the remaining provisions shall remain in full force. In that case, the parties will replace the relevant provision with a provision that reflects, as closely as possible, the purpose and intent of the original provision.

Quantiq is entitled to amend these Terms and Conditions. Amended terms apply only to new agreements or, if legally permitted and announced in advance, to existing agreements.

In cases not provided for in these Terms and Conditions, the parties will consult with each other to reach a reasonable solution, taking into account the nature and purport of the agreement.