Terms and Conditions

Applicable to all transactions with:

Signum Marketing B.V., registered with the Trade Register at the Chamber of Commerce under number 64812863

Multor Media B.V., registered with the Trade Register at the Chamber of Commerce under number 5348478

Both jointly and individually trading as 'SGNM'
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Article 1: Definitions

1. Client refers to the party who has commissioned the work.
2. Contractor refers to SGNM.
3. Assignment refers to the Client's request to the Contractor to perform work atpayment.
   Work includes all works produced and/or undertaken or caused to be produced and/or undertaken by the Contractor for the purpose of the Client, within the scope of the assignment issued to the Contractor.

Article 2: Applicability

1. These General Terms and Conditions apply to all quotations by and assignments to SGNM as well as to all other agreements to which SGNM is a party, except for quotations, assignments and agreements which are related to advertising intermediation services. The following general terms and conditions apply exclusively to our services in the field of advertisingintermediation: advertising intermediation.
2. These general terms and conditions cannot be deviated from unless the parties expressly agree to differing provisions in writing.
3. The applicability of these general terms and conditions excludes the applicability of other general terms and conditions.

Article 3: Offers

1. All offers made by SGNM are without obligation. This also applies to general offers by SGNM contained in brochures, mailings and so on.
2. Unless otherwise stated, all quotations or offers mentioned in the first paragraph of this article are exclusive of additional costs, including, for example, cost of travel, transport, shipping and couriers.

Article 4: Assignments and amendments

1. An assignment is accepted by the Contractor:
   • either by confirmation of acceptance in writing to the Client;
   • or by the start of the work.
2. The Client and the Contractor are bound by the assignment and its conditions from the moment the Contractor accepts the order.
3. Changes to an accepted order can only be made with the prior written approval of both parties.
4. Any additional costs resulting from a change in an order shall be borne by the Client.
   The Contractor shall inform the customer of any additional costs as soon as possible.
5. Changes to the assignment shall imply that the originally agreed delivery times may lapse.

Article 5: Performance of the work

1. In case of force majeure or delay which is for the account or risk of the customer, any agreed time provisions shall lapse.
2. In each case, the Client shall (whether or not at the request of SGNM) provide all cooperation, data and information necessary for the performance of the agreed work in good time.
3. SGNM is not liable for any loss or damage as a result of the Client's failure to comply with the provisions of the previous paragraph of this article.
4. Illness and temporary or permanent incapacity for work of an SGNM employee shall discharge SGNM from compliance with the agreed delivery time or from its obligation to deliver, without the Client being able to assert any right to compensation for costs and damage on that account.
5. In the event of force majeure - as defined in Article 5d- SGNM shall notify the Client immediately. Upon receipt of this notification, the Client has the right to cancel an assignment in writing during two weeks, which, however, issubject to the obligation to purchase the executed part of the assignment from SGNM and to pay SGNM for this.

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Article 6: Engagement of third parties

The Contractor is entitled to engage third parties on behalf of and at the expense of the customer and/or to order the supply of goods and/or services if the Contractor believes this to be reasonably necessary for the proper fulfilment of the assignment, or if this arises from the nature of the assignment.

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Article 7: Prices

Unless agreed otherwise, all SGNM prices stated in agreements, brochures, mailings, quotations, invoices and so on are exclusive of VAT and in euros.

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Article 8: Advisory work

1. SGNM performs advisory work to the best of its ability and judgment.
2. SGNM is not liable for any damage resulting from its advice or for damage caused following its advice.

‍Article 9: Use of customer names

Unless otherwise agreed in writing, SGNM may mention names of Clients, accomplished projects and works in brochures, mailings, on websites and in other advertising for the benefit of SGNM.

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Article 10: Copyright

1. By giving an assignment for the publication or reproduction of products and/or services protected by the Copyright Act or any other legal regulation in the area of intellectual property, which have been provided by or on behalf of the customer, the customer declares that no infringement of statutory regulations and/or rights of third parties is being made. The Clientindemnifies the Contractor against all claims of third parties on that account, including those for direct and indirect damage.
2. To the extent that intellectual property rights of third parties are at issue, the Contractor shall, at the Client's request, consult with such third parties to consider the possibilities of a full transfer of intellectual property. The Contractor shall be entitled to charge the Client costs for conducting such consultation.
3. If, as a result of the use of products or services provided by the Contractor, the Client is faced with a claim from a third party based on an intellectual property right, the Client is obliged to notify the Contractor immediately, and in any event within 48 hours, in writing, failing which the Contractor can no longer be obliged to indemnify the Client against claims from those third parties. The Client will be obliged to provide the Contractor with all relevant information and to cooperate as necessary for the Contractor’s defence against third parties.

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‍Article 11: Terms of payment

1. Payment of SGNM's invoices must be made without any deduction or offsetting no later than 14 days after the invoice date. If payment is not made within that period, the Client shall be in default without any notice of default being required.
2. In the event of late or only partial payment of the invoice amounts, a monthly 1.5% interest shall be payable on the outstanding amount from the invoice date. Each month or part of a month after the invoice date shall be considered a month.
3. Extrajudicial and judicial costs shall be borne by the Client. These costs shall be at least 15% of the outstanding invoice amount, excluding the interest due or, if higher, the actual costs incurred.
4. Services and products delivered by SGNM remain SGNM’s property until all amounts owed by the Client have been paid.

Article 12: Suspension

1. If the Client is in default under any provision of these general terms and conditions, SGNM is entitled to suspend its activities or dissolve the agreement.
2. In the event of suspension of the work, SGNM shall be entitled, before resuming the work, to require a bank guarantee or advance payment to secure the agreed fee.

Article 13: Claims and complaints

1. Any claims and/or complaints regarding work performed by SGNM must be made within 7 days after completion of that work. Claims and/or complaints must be submitted to SGNM by registered letter.
2. If claims and/or complaints are not made or filed within the term stipulated for this purpose, SGNM is deemed to have fulfilled all its obligations arising from the assignment and/or the agreement and SGNM is no longer obliged to deal with any claims and/or complaints.
3. If a claim or complaint is acknowledged by SGNM, SGNM will, at its discretion, either rectify the shortcoming or compensate the damage in compliance with these general terms and conditions.
4. A claim or complaint does not entitle the Client to suspend payment obligations to SGNM or to offset them against other invoices.

Article 14: Liability

1. Any liability for compensation of damage to the Client shall be limited to a maximum of the amount of the fee agreed for the assignment.
2. SGNM's liability is limited to direct damage, subject to the situation of intent or gross negligence. SGNM is not liable for indirect damage, consequential damage, loss of profit or any other type of damage.
3. SGNM is not liable for its own shortcomings or the shortcomings of third parties, insofar as such shortcomings are attributable to circumstances that are for the account or risk of the Client and/or third parties.
4. SGNM is indemnified by the Client against all claims by third parties, of any nature and on any account whatsoever.
5. Despite careful testing, SGNM is not liable for the failure or improperfunctioning of delivered services if the Client itself is able to determine the accuracy and functioning of the delivered the service.

Article 15: Cancellation

If the Client cancels all or part of an assignment before or during the commencement of the agreed work, the Client shall, at SGNM's discretion, be obliged to compensate:

• either all costs already incurred for the execution of the assignment
• or the agreed fee

Article 16: Amendments and dissolution

1. Amendments to the agreement can only be agreed in writing, signed by both parties.
2. Either party is entitled to dissolve the agreement in whole or in part in accordance with the provisions of Book 6 the Dutch Civil Code.
3. Dissolution shall be effected without prejudice to the right to damages against the defaulting party.

Article 17: Payability

1. SGNM's claims on the Client shall be immediately due and payable if it becomes aware of circumstances which give it good reason to fear that the Client will not fulfil his obligations, such as in the event of suspension of payments, bankruptcy, seizure or liquidation of the Client.
2. In the cases referred to above, SGNM is authorised to suspend the further execution of current assignments or to dissolve current agreements, all without prejudice to its right to compensation.
   Article 18: Force majeure

If, as a result of force majeure, compliance with the agreement can no longer be reasonably required of SGNM or not in full, SGNM shall be entitled to dissolve the agreement in whole or in part and/or to suspend its performance, without any obligation to pay compensation to the Client.

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Article 19: Applicable law / competent court

1. All offers, assignments and agreements which these terms and conditions apply to shall be governed by Dutch law.
2. Any disputes shall be submitted to the competent court in the district of Arnhem, which has exclusive jurisdiction.

Duly drawn up at Arnhem on 7 November 2019