1.1 In these general terms and conditions, ‘Komma’ refers to the private limited company Komma B.V., located at 5595 CA Leende, Valkenswaardseweg 3a, registered in the trade register of the Chamber of Commerce under file number 73568198, and ‘client’ refers to the counterparty of Komma, in the broadest sense of the word. Hereinafter, Komma and the client will also be referred to as ‘parties’.

1.2 These terms and conditions apply to every offer and agreement between Komma and the client to which Komma has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly and in writing deviated from by the parties.

1.3 The applicability of any terms and conditions of the client is explicitly rejected by Komma.

2.1 All quotations and offers from Komma are without obligation. A quotation from Komma is valid for fourteen days from the date of dispatch unless stated otherwise in writing. If no acceptance period has been expressly stated, no rights can be derived from the quotation or offer in any way if the service to which the quotation or offer relates is no longer available in the meantime.

2.2 Komma cannot be held to its offer if the client can reasonably understand that the quotation, in whole or in part, contains an obvious mistake or error.

2.3 Acceptance by the client that deviates from the offer or quotation from Komma does not bind Komma. The agreement will not be concluded in accordance with this deviating acceptance unless Komma indicates otherwise.

2.4 All quoted prices are exclusive of VAT unless otherwise stated.

2.5 Offers and quotations do not automatically apply to future assignments. A composite offer or quotation does not oblige Komma to perform part of the offer at the corresponding part of the quoted prices.

2.6 Any additional agreements or changes made later than at the time of the agreement, as well as (oral) agreements and/or promises made on behalf of Komma, are only binding on Komma if confirmed in writing by an authorized person from Komma.

3.1 The agreement between Komma and the client is entered into for the duration of the assignment unless the nature of the agreement indicates otherwise or if the parties have expressly agreed otherwise in writing.

3.2 If a period has been agreed or specified for the performance of certain activities, this period is never a strict deadline. If a period is exceeded, the client must therefore put Komma in default in writing. Komma must be offered a reasonable period to still execute the agreement.

3.3 If during the execution of the agreement it appears that it is necessary to modify or supplement the services to be performed for proper execution, the parties will timely and mutually adjust the agreement accordingly.

3.4 If the parties agree that the agreement will be modified or supplemented, the time of completion of the execution may be affected as a result. Komma will inform the client of this as soon as possible.

3.5 If the modification or supplement to the agreement has financial and/or qualitative consequences, Komma will inform the client of this in advance.

3.6 Komma has the right to adjust its prices in case of changes in the agreed upon. If a fixed price has been agreed upon, Komma will indicate to what extent the modification or supplement of the agreement will result in exceeding this price.

4.1 After the conclusion of the agreement, Komma will execute the assignment as soon as possible in accordance with the agreement, taking into account the reasonable wishes of the client.

4.2 Komma will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

4.3 The client will do everything reasonably necessary or desirable to enable timely and proper delivery of services by Komma, such as timely providing complete, sound, and clear data or materials, which Komma indicates or which the client understands or should reasonably understand are necessary for executing the agreement.

5.1 Interim changes to the agreement can only be agreed upon with mutual consent. Komma takes no responsibility and accepts no liability for changes unilaterally implemented by the client.

5.2 If the parties agree that the agreement will be modified or supplemented, the time of completion of the execution may be affected as a result. Komma will inform the client of this.

6.1 All intellectual property rights arising from the assignment—including patent rights, trademark rights, design or model rights, and copyrights—on the results of the assignment accrue to Komma. If such a right can only be obtained by deposit or registration, only Komma is authorized to do so unless otherwise agreed in writing.

6.2 The parties can agree that the rights referred to in the first paragraph are transferred in whole or in part to the client. This transfer and any conditions under which the transfer takes place will always be recorded in writing.

6.3 Komma always has the right to have its name mentioned or removed on, near, or in publicity surrounding the result of the assignment in the customary manner for that result. The client is not allowed to disclose or reproduce the result without mentioning Komma's name without prior permission from Komma.

6.4 Unless otherwise agreed in writing, the (originals of the) results produced by Komma within the framework of the assignment (such as designs, design sketches, concepts, advice, reports, budgets, estimates, specifications, working drawings, illustrations, photos, prototypes, models, molds, prototypes, (parts of) products, films, (audio and video) presentations, source codes and other materials or (electronic) files, etc.) remain the property of Komma, regardless of whether they have been made available to the client or third parties.

6.5 After completing the assignment, neither the client nor Komma is obliged to keep the used materials and data, unless otherwise agreed in writing.

6.6 When the client fully complies with his obligations under the agreement with Komma, he obtains the right to use the result of the assignment in accordance with the agreed purpose. If no agreements have been made about the purpose, the right of use remains limited to that use for which the assignment was evidently intended. The right of use is exclusive unless otherwise provided by the nature of the agreement or agreed upon.

6.7 When the result also involves works on which third parties have rights, the parties will make additional arrangements on how the use of these works will be regulated.

6.8 The client does not have the right to modify, extend, or reuse the result of the assignment more broadly or differently than agreed upon or to have this done by third parties without written permission. Komma can attach conditions to this permission, including the payment of a fair fee.

6.9 In the case of unauthorized extended or different use, including modification, mutilation, or infringement of the provisional or final result, Komma is entitled to a compensation for infringement of at least three times the agreed fee or a fee that is reasonable and fair in proportion to the infringement committed, without prejudice to any other rights.

6.10 The client is no longer allowed to use the results provided and any usage rights granted within the scope of the assignment to the client lapse, unless the consequences are unreasonable and unfair: a. from the moment the client fails to comply with his (payment) obligations under the agreement or otherwise defaults; b. if the assignment is terminated prematurely for reasons mentioned in article 9.6 of these general terms and conditions; c. in the case of the client's bankruptcy unless the relevant rights have been transferred to the client in accordance with article 6.2 of these general terms and conditions.

6.11 Komma has the right, considering the client's interests, to use the results for its own publicity, acquisition of assignments, promotion, including competitions and exhibitions, etc., and to borrow them when it comes to physical results.

7.1 Payment must always be made within 14 days of the invoice date in a manner indicated by Komma in the currency invoiced, unless otherwise indicated in writing by Komma. Komma is entitled to invoice periodically.

7.2 If the client fails to make timely payment of an invoice, the client is in default by operation of law. The client is then liable for interest of 8.00%, unless the statutory interest rate is higher, in which case the statutory interest is due. The interest on the due amount will be calculated from the moment the client is in default until the moment of full payment of the amount due.

7.3 Komma has the right to allocate payments made by the client first to reduce the costs, then to reduce the accrued interest, and finally to reduce the principal sum and current interest. Komma can refuse an offer for payment if the client designates a different order for the allocation of the payment. Komma can refuse full repayment of the principal sum if the accrued and current interest and collection costs are not also paid.

7.4 The client is never entitled to set off the amount owed by him to Komma. Objections to the amount of an invoice do not suspend the payment obligation.

7.5 If the client defaults or is in default in the timely fulfillment of his obligations, all reasonable costs to obtain satisfaction out of court are for the account of the client. The extrajudicial costs are calculated based on what is customary in Dutch collection practice, currently the calculation method according to Report Voorwerk II. If Komma incurs higher collection costs that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the client.

7.6 The client is also liable for interest on the collection costs due.

8.1 If Komma should be liable, this liability is limited to what is regulated in this provision.

8.2 Komma is not liable for damage of any kind, because Komma has assumed incorrect and/or incomplete data provided by the client, unless this incorrectness or incompleteness should have been known to Komma.

8.3 If Komma should be liable for any damage, Komma's liability is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.

8.4 Komma is only liable for direct damage.

8.5 Direct damage is exclusively understood to mean: a. the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions; b. any reasonable costs incurred to have Komma's deficient performance comply with the agreement, unless these cannot be attributed to Komma; c. reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.

8.6 Komma is never liable for indirect damage, including consequential damage, loss of profit, missed savings, and damage due to business interruption.

8.7 The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of Komma or its managerial subordinates.

8.8 Any claims by the client must be reported to Komma in writing as soon as possible, but in any case within one year after the client has discovered or could reasonably have discovered the damage, failing which all rights and claims of the client on whatever basis towards Komma in connection with the damage lapse.

9.1 Komma is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if: a. the client does not fulfill the obligations under the agreement, or does not fully or timely fulfill them; b. after the conclusion of the agreement, circumstances come to Komma's knowledge that give good reason to fear that the client will not fulfill his obligations; c. the client was requested to provide security for the fulfillment of his obligations under the agreement when concluding the agreement and this security is not provided or is insufficient; d. due to the delay on the part of the client, Komma can no longer be required to fulfill the agreement under the originally agreed conditions; e. circumstances arise of such a nature that fulfillment of the agreement is impossible or cannot reasonably be required of Komma.

9.2 Furthermore, Komma is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be required of Komma.

9.3 If the agreement is dissolved, Komma's claims against the client are immediately due and payable. If Komma suspends the fulfillment of its obligations, it retains its claims under the law and agreement.

9.4 If the client fails to fulfill his obligations arising from the agreement and this non-fulfillment justifies dissolution, Komma is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, while the client, by reason of default, is obliged to pay compensation or indemnification.

9.5 If the client cancels an order in whole or in part, the work performed and the goods ordered or prepared for it, plus any supply and delivery costs and the working time reserved for the execution of the agreement, will be charged to the client in full.

9.6 In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment - if and insofar as the attachment is not lifted within three months - at the expense of the client, debt restructuring or any other circumstance whereby the client can no longer freely dispose of his assets, Komma is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement without any obligation on its part to pay any compensation or indemnification. In that case, Komma's claims against the client are immediately due and payable.

9.7 If the client cancels the order in whole or in part, the work performed and the labor time reserved for the execution of the agreement will be charged to the client in full.

10.1 Komma guarantees that the delivered work is designed by or on behalf of it and that, if copyright applies to the result, it is considered the creator within the meaning of the Copyright Act and can dispose of the work as the copyright holder. Komma guarantees that the result of the assignment does not infringe on third-party rights or is otherwise unlawful, to the best of its knowledge at the time of creation.

10.2 When the client uses the results of the assignment, the client indemnifies Komma or third parties engaged by Komma for the assignment against all third-party claims arising from the applications or use of the result of the assignment. This does not affect Komma's liability towards the client for non-compliance with the warranties referred to in the previous paragraph and other liabilities as referred to in article 8 of these terms and conditions.

10.3 Any complaint expires if it is not submitted in writing within 14 days after the event to which the complaint relates.

10.4 Submitting a complaint does not suspend the client's other obligations.

10.5 If the agreed service provision is no longer possible or useful, Komma will only be liable within the limits of article 9.

11.1 Komma is not obliged to fulfill any obligation towards the client if it is hindered from doing so due to a circumstance that is not attributable to its fault and is not for its account under the law, a legal act, or prevailing opinions.

11.2 In these terms and conditions, force majeure means, in addition to its definition in law and jurisprudence, all external causes, foreseen or unforeseen, over which Komma has no control but which prevent Komma from fulfilling its obligations. This includes strikes in Komma's company or that of third parties. Komma is also entitled to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after Komma should have fulfilled its obligation.

11.3 Komma can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.

11.4 To the extent that Komma has already partially fulfilled its obligations under the agreement at the time the force majeure occurs or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, Komma is entitled to invoice the part already fulfilled or to be fulfilled separately. The client is obliged to pay this invoice as if it were a separate agreement.

12.1 Parties are obliged to maintain confidentiality of all confidential information, facts, and circumstances that come to their knowledge from each other or from another source in the context of the assignment, of which it can reasonably be understood that disclosure or communication to third parties could harm Komma or the client. Third parties involved in the execution of the assignment will be bound to the same confidentiality concerning these facts and circumstances originating from the other party.

12.2 The rights and obligations under the agreement between Komma and its client can only be transferred to third parties with Komma's written consent.

12.3 If there is any ambiguity regarding the interpretation of one or more provisions of these terms and conditions, the interpretation must be in accordance with the "spirit" of these provisions.

12.4 If any provision of these terms and conditions is void, voidable, or otherwise unenforceable, Komma has the right to replace it with a valid provision that approximates the purpose and intent of the original provision as closely as possible. All other provisions remain unchanged in that case.

12.5 All transactions and legal relationships involving Komma are governed by Dutch law.

12.6 All disputes that exceed the jurisdiction of the subdistrict court will be settled by the court in the district where Komma is established.

Valkenswaardseweg 3a 5595 CA Leende

+31 (0)85 050 88 00

KvK 73568198

BTW NL859581792B01

info@komma.nl

www.komma.nl