Terms and Conditions

1.1 These general terms and conditions apply to Impacture. Customer refers to the contractual counterparty of Impacture. 1.2 These terms apply to all obligations and legal relationships, however named, between Impacture and Customer (hereinafter: agreement) under which Impacture delivers, rents, and/or otherwise makes available products and/or (online) services (hereinafter: services) to Customer, including the licensing of software whether or not manufactured by Impacture (hereinafter: software), from the moment Customer requests a quote from Impacture, or Impacture makes an offer, whether solicited or not. 1.3 These terms always take precedence over any conflicting terms or conditions of Customer or third parties, unless otherwise provided in these terms. Customer shall never be able to invoke deviating terms, customs, or practices. 1.4 If any provision of these terms is void or is annulled, the remaining provisions of these terms shall remain in full force and effect, and Impacture and Customer shall consult to agree on new provisions to replace the void or annulled provisions, observing the purpose and intent of the void or annulled provisions as much as possible. 1.5 These terms also apply to follow-up work arising from the agreement.

2.1 All offers are without obligation. Offers that include an acceptance period are not intended to bind Impacture to that period. 2.2 Acceptance of Impacture's offer must be made in writing. 2.3 If the offer or quote is based on information provided by Customer and this information proves to be incorrect or incomplete, or has subsequently changed, Impacture has the right to adjust the stated prices, rates, and/or delivery times. 2.4 Impacture cannot be held to its quotes or offers if Customer can reasonably understand that the quotes or offers, or any part thereof, contain an obvious error or mistake. 2.5 Impacture has the right to charge Customer for the costs associated with a quote. 2.6 Offers or quotes do not automatically apply to future legal relationships between Impacture and Customer. 2.7 Impacture is only bound by the following elements after written confirmation to Customer: a) An order without a prior offer; b) Oral agreements; c) Additions to or changes to these terms; d) Additions to or changes to the relevant agreement.

3.1 Insofar as the agreement concerns the development of software for Customer, parties shall specify in writing the functionalities of this software by means of a 'Program of Requirements'. Impacture develops the software exclusively based on the Program of Requirements. 3.2 Customer warrants that all materials, data, software, procedures, and instructions made available to Impacture for the execution of the agreement are always correct and complete, and that all information carriers provided to Impacture meet Impacture's specifications. 3.3 Impacture is entitled, but not obligated, to examine the correctness, completeness, or consistency of the materials, data, software, procedures, and instructions made available in the context of the agreement and, in case of any deficiencies, to suspend the agreed work until Customer has remedied the relevant deficiencies. 3.4 Impacture is entitled to engage third parties in the execution of the agreement. Customer is obliged to pay invoices from these third parties to Impacture. 3.5 Insofar as a third party is involved in the execution of the agreement and, whether or not through the mediation of Impacture, a legal relationship arises between Customer and that third party, Customer is solely responsible for fulfilling the obligations towards that third party.

4.1 Customer is obliged to provide Impacture with all information and cooperation necessary for the execution of the agreement in a timely manner. 4.2 Customer ensures that Impacture employees have access to the desired locations and systems at the agreed times. 4.3 If Customer fails to meet its obligations, Impacture has the right to suspend the execution of the agreement and to charge Customer for any resulting costs.

5.1 Stated delivery times are always indicative and never strict deadlines, unless expressly agreed otherwise in writing. 5.2 In case of exceeding the delivery time, Impacture must be given written notice of default, with a reasonable period for performance being offered. 5.3 Impacture is entitled to execute the agreement in phases and to invoice the executed work separately.

6.1 All prices are exclusive of VAT and other government levies. 6.2 Impacture is entitled to adjust prices annually in accordance with the CBS index for business services. 6.3 Payment must be made within 14 days of the invoice date, unless otherwise agreed in writing. 6.4 In case of exceeding the payment term, Customer is in default by operation of law and Impacture is entitled to charge statutory commercial interest and collection costs.

7.1 All intellectual property rights arising during or resulting from the execution of the agreement rest with Impacture, unless otherwise agreed in writing. 7.2 Customer only acquires the usage rights expressly granted in the agreement.

8.1 Impacture grants Customer a non-exclusive and non-transferable right to use the software for the duration of the agreement. 8.2 Customer is not permitted to copy, modify, decompile, or reverse engineer the software, unless permitted by mandatory law.

9.1 If Impacture provides hosting services, it shall endeavor to achieve the highest possible availability of the services. 9.2 Impacture may perform scheduled maintenance and shall, where possible, notify Customer in a timely manner.

10.1 Parties undertake to maintain confidentiality of all confidential information they obtain in the context of the agreement. 10.2 Information is considered confidential if communicated by one of the parties or if it arises from the nature of the information.

11.1 If Impacture processes personal data in the context of the agreement, it shall act in accordance with applicable privacy legislation. 11.2 Customer guarantees that it is entitled to provide the relevant personal data to Impacture and indemnifies Impacture against claims from third parties in this regard.

12.1 Impacture applies the retention periods necessary for proper execution of the agreement or to which it is legally obliged.

13.1 Parties each appoint a contact person who is responsible for communication and decision-making within the project. 13.2 Changes to the project are recorded in writing and may have consequences for planning and costs.

14.1 After delivery, Customer must test the result within 14 days and report in writing whether it agrees. 14.2 If no objections are reported within this period, the result is deemed to have been accepted.

15.1 If parties agree on maintenance or support, the conditions thereof shall be recorded in writing. 15.2 Impacture shall endeavor to remedy malfunctions as soon as possible.

16.1 Insofar as there is a continuing performance agreement, it is entered into for the term as stated in the agreement. In the absence of a term, a duration of twelve (12) months applies. 16.2 After expiry of the initial term, the agreement is tacitly renewed for the same period, unless a party terminates in writing at least one month before the end of the term. 16.3 An agreement renewed for an indefinite period may be terminated by either party with one month's notice.

17.1 Either party may terminate the agreement if the other party substantially fails to perform and does not remedy this within a reasonable period after notice of default. 17.2 Impacture may terminate the agreement without notice of default and without judicial intervention when Customer applies for suspension of payment, is declared bankrupt, is subject to attachment, or ceases business activities.

18.1 After termination of the agreement, provisions that by their nature are intended to continue shall remain in force, including provisions regarding liability, intellectual property, and confidentiality.

19.1 The total liability of Impacture for attributable failures in the performance of the agreement is limited to compensation for direct damage up to a maximum of the price stipulated for the agreement (excluding VAT) insofar as that price relates to Impacture's obligations during three months prior to the damage-causing event. 19.2 Impacture is never liable for consequential damage, lost profits, missed savings, reduced goodwill, damage due to business interruption, damage as a result of claims from Customer's buyers, loss or corruption of data, damage related to the use of items, materials, or third-party software prescribed by Customer to Impacture, or damage related to the engagement of suppliers prescribed by Customer to Impacture.

20.1 Customer indemnifies Impacture against claims from third parties arising from the use of materials, data, or instructions provided by Customer.

21.1 Impacture is not obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not attributable to its fault. 21.2 Force majeure includes a failure of Impacture's suppliers, disruptions in the internet, disruptions in electricity, disruptions in telecommunications, (cyber) attacks, and failure of network connections.

22.1 Customer is not permitted to transfer rights or obligations under the agreement to third parties without the prior written consent of Impacture. 22.2 Impacture is entitled to outsource obligations under the agreement to third parties selected by it and to transfer claims on Customer to third parties.

23.1 All claims and other powers of Customer against Impacture expire at the latest one year after Customer was or could reasonably have been aware of the existence of these rights. 23.2 In all cases, these rights and powers expire two years after Impacture performed the work.

24.1 The agreement between Impacture and Customer is exclusively governed by Dutch law. 24.2 All disputes arising from the agreement and/or these terms shall be exclusively submitted to the court in Amsterdam.

Impacture B.V. info@impacture.ai www.impacture.ai