GENERAL TERMS AND CONDITIONS

Terms and conditions for providing services and the performance of work by QUALITY2COMPLY based in Rotterdam, as filed with the Chamber of Commerce in Breda under number 63435896.

ARTICLE 1 APPLICABILITY AND VALIDITY OF THESE CONDITIONS

1. These terms and conditions apply to all offers, confirmations, orders, deliveries, notices and all further agreements concluded between QUALITY2COMPLY and its client.

2. These terms and conditions take precedence over the terms and conditions of the client.

3. Changes to the agreement and derogations from these terms and conditions will only be in force if they have been agreed in writing between QUALITY2COMPLY and the client.

4. If QUALITY2COMPLY has a agreement that needs to be carried out, in whole or in part, by one or more third parties, then the conditions of these third parties prevail over those of QUALITY2COMPLY.

5. QUALITY2COMPLY undertakes to notify the client before the agreement is carried out, in whole or in part, by a third party which it has enabled and will inform the client of the conditions of the third party.

ARTICLE 2 OFFER

The fee is calculated in compliance with QUALITY2COMPLY rates as stated on its website. For the other services that QUALITY2COMPLY offers, which are not listed with rates on its website, a custom-made offer will be submitted. The offers are non-committal until QUALITY2COMPLY confirms them in writing. This confirmation is given after receipt of all relevant documents, information and products from client.

ARTICLE 3 THE AGREEMENT

QUALITY2COMPLY will carry out its assignment in a professional and independent manner. The client ensures that all documents, information and products are timely received by QUALITY2COMPLY in order to start and execute the agreement in accordance with the agreed schedule. The client shall not instruct third parties, which he wishes to involve in the execution of the assignment, without the consent of QUALITY2COMPLY. QUALITY2COMPLY's fee does not depend on the outcome of the agreement.

ARTICLE 4 RATES AND COST OF THE AGREEMENT

1. Unless otherwise stated in the offer, QUALITY2COMPLY rates and prices are excluding travel and accommodation costs.

2. The rates listed on the website and in QUALITY2COMPLY's offers are excluding VAT.

3. QUALITY2COMPLY's fee shall be invoiced to the client, including VAT, after the agreement is completed.

ARTICLE 5 DURATION OF THE AGREEMENT

In addition to the effort of QUALITY2COMPLY, the duration of the agreement can be influenced by a variety of factors, such as quality of information issued by and the cooperation provided by the client or by third parties. Exceedance of the specified duration of the agreement, due to any reason, shall not entitle client to suspend any obligations arising from the agreement.

ARTICLE 6 FORCE MAJEURE

Force majeure shall mean in these conditions any of QUALITY2COMPLY's will of independent circumstance which permanently or temporarily prevents compliance with the agreement, and to the extent that war, war hazard, civil war, riot, terrorism, strike, government measures, fire, lack of raw materials, and defects in machinery and installations, transport difficulties, not timely supply by suppliers.

ARTICLE 7 CONFIDENTIALITY AND CONFIDENTIALITY

1. QUALITY2COMPLY and its persons involved in the agreement shall strictly keep confidential and not-disclose information and data known to them.

2. If advice or information is to be obtained from third parties for the performance of the agreement, confidential information will not be provided to those third parties without prior consent of the client.

3. Similarly, without QUALITY2COMPLY's consent, the client will not disclose any details regarding the agreement, approach, working methods of QUALITY2COMPLY and the like, or make its reporting available.

ARTICLE 8 PREMATURE TERMINATION OF THE AGREEMENT

QUALITY2COMPLY is entitled to cancel the agreement without prejudice to its right to seek compensation for any damages,

1. in the case of non-payment by the client of an claimable amount;

2. in the case of the death of the client;

3. if the client is declared bankrupt;

4. if suspension of payment is requested;

5. if he, a legal person or company is a firm, dissolved;

6. if the operation of the holding is discontinued.

If one of the circumstances arises as mentioned in the foregoing, any claim which QUALITY2COMPLY has to the client shall be immediately payable by client.

ARTICLE 9 PAYMENT

1. If the agreement is carried out at a pre-agreed price, it shall be invoiced on completion of the agreement, which invoice shall be paid within 30 days of invoice date.

2. If the agreement is carried out on a directorial basis, the client receives a monthly invoice on the work carried out in the previous month, which invoice must be paid within 15 days of the invoice date.

ARTICLE 10 CANCELLATION SCHEME

No cancellation fee will be charged in the case of cancellations before the agreement is commenced, i.e. after receipt of the documents and products by QUALITY2COMPLY made available by client. In case of cancellations, received

after the start of the assignment, 50% of the agreement amount shall be payable by client. In the event of force majeure, as mentioned in Article 6, this cancellation fee will not apply.

ARTICLE 11 LIABILITY

1. To the extent that QUALITY2COMPLY could be liable under the agreement, QUALITY2COMPLY's liability is always and solely limited to direct damage up to the agreement amount, with a maximum of € 10,000.

2. QUALITY2COMPLY's liability for indirect damage, including consequential damage, lost profits, missed savings, reputational loss and damage from business stagnation, is expressly excluded.

3. QUALITY2COMPLY is not liable for damages if the client falls short in his responsibilities or if the client has provided incorrect, defective or incomplete information or products.

4. Client exempts QUALITY2COMPLY for third-party claims in connection with the implementation of the agreement.

ARTICLE 12 APPLICABLE LAW

All agreements to which these conditions apply in whole or in part are subject to Dutch law.

ARTICLE 13 DISPUTES

All disputes, including those disputes which are considered only by any party as such, which were allowed to arise in response to an agreement, on which the present conditions are entirely or in part applicable or to the reason for other agreements, which are an outgrowth of such an agreement, will, subject to the powers of parties to request a injunction, be handled by a Dutch court, except in the event of disputes subject to the judgment of the district court, provided that his relative jurisdiction cannot be deviated from.