General Terms and Conditions Tentoo Collective Freelance & Flex ...

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General Terms and Conditions Tentoo Collective Freelance & Flex B.V. Article 1: Definitions In these General Terms and Conditions of Tentoo, the terms below are defined as follows: 1.1 Tentoo: The private company with limited liability Tentoo Collective Freelance & Flex B.V., with registered office in Amsterdam; 1.2 Contractor: The natural person, contractor, temporary worker and/or flex worker who, on the basis of a temporary employment contract, flexible working contract or payroll contract performs or will perform services/work for a Client (third party). 1.3 Client (third party): The natural person and/or legal entity on whose behalf Tentoo provides services and/or performs work under a contract for services as part of the triangular relationship Client-Tentoo-Contractor. 1.4 Temporary worker, Flex worker, payroller, contractor: The natural person who, on the basis of a temporary employment contract, flexible working contract or payroll contract with Tentoo performs or will perform services/work for the client (third party) and who will be referred to herein as the Contractor. 1.5 Temporary employment contract, flexible working contract, payroll contract: The employment contract between Tentoo and the Contractor as referred to in Article 7:690 of the Dutch Civil Code (hereinafter BW”), which is established only through acceptance by Tentoo of the contract for services / (the) job sheet, presented jointly by the Contractor and the Client, in which Tentoo, as an employer, will make the Contractor, as a temporary worker, available to the Client (third party) within the framework of conducting Tentoo’s professional or business activities, in order to perform work pursuant to an assignment issued to Tentoo, under the supervision and management of the Client (third party). 1.6 Contract for services, job sheet: Tentoo's completed, itemised job overview, signed by the Contractor and the Client (the so-called job sheet), based on which Tentoo performs its services. 1.7 Hiring agreement: The agreement between the Client and Tentoo on the basis of which Tentoo’s services are provided to the Client. As a rule, the contract for services as referred to in Article 1.6 of these General Terms and Conditions (the job sheet) is sometimes extended / supplemented by a separate agreement (the hiring agreement). Article 2: Applicable General Terms and Conditions 2.1 These General Terms and Conditions apply to all offers, quotations, order confirmations, contracts for services and other contracts and agreements between Tentoo and the Client and the Contractor. These General Terms and Conditions shall only apply to the Contractor to the extent that these General Terms and Conditions do not conflict with the collective labour agreement for Tentoo Collective Freelance & Flex B.V. (CF&F CLA). In the event of any discrepancies between the General Terms and Conditions and the CF&F CLA, the provisions of the CF&F CLA shall prevail for the Contractor. 2.2 These General Terms and Conditions shall also apply to any (subsequent) offer, (subsequent) agreement, (subsequent) assignment and/or order confirmation that build on and/or arise from any previously concluded agreement to which these General Terms and Conditions have been declared applicable, unless determined otherwise in writing. 2.3 Any deviations from these General Terms and Conditions shall only be applicable if explicitly agreed upon and confirmed in writing by Tentoo. 2.4 Should one or more provisions of these General Terms and Conditions be null and void or annulled, the other provisions of these General Terms and Conditions shall continue to apply in full. In this event, Tentoo and the Client and/or Contractor will confer in order to agree new provisions to replace the null and void or annulled provisions, taking the fullest possible account of the intention and tenor of the original provisions. 2.5 In the consultation with the Client as specified in Article 18 of these General Terms and Conditions, the Contractor is required to explain on behalf of Tentoo that these General Terms and Conditions shall apply to any (future) contract Tentoo will conclude with a Client based on the agreements made between the Client and the Contractor, as well as provide the Client with a copy of these General Terms and Conditions prior to or upon concluding that contract or prior to the commencement of the work. If, for whatever reason, the Contractor fails to do so, the Contractor shall be fully liable for all damages and/or (future) costs incurred by Tentoo as a result. In this case, Tentoo will also be authorised and entitled to cancel any payments already made, and the Contractor will be required to repay all amounts he or she has received from Tentoo under the relevant agreement no later than within fourteen days of a request to that effect from Tentoo. Article 3: Quotations/ acceptance/ suspension/ performance 3.1 All quotations made by Tentoo are only an invitation to enter into negotiations unless expressly stated otherwise in the quotation. Any wage calculations presented by Tentoo in quotations are merely indicative and therefore not binding; Tentoo may deviate therefrom within the margin stipulated in Article 7:752 paragraph 2 BW. 3.2 Tentoo is at all times free to refuse any contract/job sheet/purchase order it has been offered. Tentoo will only act as a contracting party after the explicit acceptance of an agreement or by implementing the provisions of the agreement (job sheet). The Contractor cannot derive any rights from a job sheet that has not (also) been signed by the Client. 3.3 Without prejudice to the provisions of Article 3.2 of these General Terms and Conditions, Tentoo shall be authorised and entitled to refuse performance of an agreement or job sheet it received from either the Client or the Contractor, to suspend its acceptance or to refuse (further) performance thereof if: a. the job sheet is linked to work already performed prior to Tentoo receiving the job sheet for payment; b. the amount claimed on the job sheet exceeds 4,500; c. the total amount claimed in invoices of Tentoo the Client has yet to pay exceeds 5,000; d. the Client is established abroad; e. the Client has not demonstrated good payment behaviour in the (recent) past; and/or f. based on other grounds, Tentoo has good reason to fear that the Client will not, or not in a timely manner, comply with its payment obligations towards Tentoo. In these cases, Tentoo shall be entitled to make the acceptance of the assignment or the performance of its work subject to payment by the Client to Tentoo of an advance payment to be determined by Tentoo. In such cases, Tentoo will also deviate from the standard fee as referred to in Article 13.1 of these General Terms and Conditions and be allowed to charge a higher percentage, this at the discretion of Tentoo. The foregoing also applies if it is established that the Contractor has incorrectly filled in the details of the Client on the job sheet and/or it is established that the person who signed the job sheet lacked the power of representation in order to conclude agreements for or on behalf of the Client or did not have the appropriate proxy thereto. 3.4 To the extent that this is legally allowed, the Contractor is only entitled to the performance to be provided by Tentoo, if and insofar the Client has fully obliged with its obligations towards Tentoo. 3.5 Tentoo is entitled to make the acceptance of orders subject to a credit limit, in other words, orders that exceed the credit limit are only accepted or processed if and insofar as the corresponding payment has been made. Unless agreed otherwise, the standard credit limit corresponds to an amount of 5,000. 3.6 In the event that Tentoo refuses a payrolling assignment, but the Client still has the work performed or has already had the work performed, this will lead to the creation of a direct agreement between the Client and the Contractor, which may constitute an employment contract within the meaning of Article 7:610 BW. In the event of late payment of wages by the Client, for example, due to bankruptcy, the Contractor will have to invoke the so-called wage guarantee scheme (Article 61 Unemployment Insurance Act) within a reasonable time. 3.7 In making a payroll request to Tentoo, both the Client and the Contractor are obliged to inform Tentoo of all relevant facts and circumstances that could be of significance to Tentoo in assessing whether or not it will accept a payrolling assignment. This obligation to inform concerns but is not limited to risk and safety aspects (RI&E), illness and/or full or partial incapacity for work. In the event of full or partial non- compliance with the obligation to inform, Tentoo shall be justified in refusing with retroactive effect a payrolling assignment that it has already accepted. Each of the parties involved is obliged in such an event to give its full cooperation in undoing any work already done by Tentoo. Article 4: Payments 4.1 The Client shall at all times be obliged to pay each invoice of Tentoo within fourteen days of the invoice date by direct debit, unless explicitly agreed otherwise in writing between the Client and Tentoo. 4.2 Only payments made directly to Tentoo or to a (legal) person explicitly authorised in writing by Tentoo to collect, shall lead to discharge. Payments to the Contractor or third parties, the advance payments to the Contractor or third parties and/or payments of any kind to others, are not allowed, or at least will have no effect whatsoever on Tentoo. Deviation therefrom is possible only if and insofar as Tentoo has been notified thereof in advance in writing and this was expressly approved by Tentoo. 4.3 Amortisation, setting-off of debts, settlement or suspension of or against any payment obligation of the Client is never permitted. 4.4 Any payment made to Tentoo will first be deducted from the collection costs owed and then from the interest due. The amount remaining after deduction of these interests and costs will then be allocated to the principal. In the event that multiple invoices are left unpaid, the payment will be allocated to the principal of the latest or most recent invoice after settlement of interest and costs. 4.5 A copy of an invoice sent by Tentoo shall constitute full proof. 4.6 Without prejudice to the provisions of Articles 12.4 and 18 of these General Terms and Conditions, both the Client and the Contractor are responsible for the accuracy and clarity of the wage agreements made between them. In particular, the Client is responsible for ensuring compliance with the agreed remuneration with any applicable professional or industry collective agreement, in accordance with the remuneration level of the regular / permanent employees of the Client, all this in accordance with the pay equivalence rule set out in Section 8 of the Placement of Personnel by Intermediaries Act (hereinafter Waadi”). The Client is required to keep the Contractor informed at all times of the employment conditions applicable within its organisation and to immediately and spontaneously inform the Contractor and Tentoo of any interim changes therein. Any omissions or inaccuracies in the information provided by the Client to the Contractor as specified in this paragraph shall be deemed default / culpable shortcoming of the Client against Tentoo. 4.7 Queries regarding an invoice and/or complaints as referred to in Article 6:89 BW regarding the services provided or to be provided by Tentoo arising from the wage agreements referred to in Article 4.6 of these General Terms and Conditions, must be received by Tentoo, in writing, within fourteen days of the invoice date. After this period, both the Client and the Contractor are deemed to have agreed to the specifications of the relevant invoice and/or performance of Tentoo, including the wage payments to the Contractor. Complaints regarding the performance of Tentoo, objections to invoice amounts or disputes about the accuracy thereof and/or wage payments shall not suspend the payment obligation of the Client.

Transcript of General Terms and Conditions Tentoo Collective Freelance & Flex ...

Page 1: General Terms and Conditions Tentoo Collective Freelance & Flex ...

General Terms and Conditions Tentoo Collective Freelance & Flex B.V.

Article 1: Definitions In these General Terms and Conditions of Tentoo, the terms below are defined as follows:

1.1 Tentoo: The private company with limited liability Tentoo Collective Freelance & Flex B.V., with registered office in Amsterdam;

1.2 Contractor: The natural person, contractor, temporary worker and/or flex worker who, on the basis of a temporary employment contract, flexible working contract or payroll contract performs or will perform services/work for a Client (third party).

1.3 Client (third party): The natural person and/or legal entity on whose behalf Tentoo provides services and/or performs work under a contract for services as part of the triangular relationship Client-Tentoo-Contractor.

1.4 Temporary worker, Flex worker, payroller, contractor: The natural person who, on the basis of a temporary employment contract, flexible working contract or payroll contract with Tentoo performs or will perform services/work for the client (third party) and who will be referred to herein as the “Contractor”.

1.5 Temporary employment contract, flexible working contract, payroll contract: The employment contract between Tentoo and the Contractor as referred to in Article 7:690 of the Dutch Civil Code (hereinafter “BW ”), which is established only through acceptance by Tentoo of the contract for services / (the) job sheet, presented jointly by the Contractor and the Client, in which Tentoo, as an employer, will make the Contractor, as a temporary worker, available to the Client (third party) within the framework of conducting Tentoo’s professional or business activities, in order to perform work pursuant to an assignment issued to Tentoo, under the supervision and management of the Client (third party).

1.6 Contract for services, job sheet: Tentoo's completed, itemised job overview, signed by the Contractor and the Client (the so-called job sheet), based on which Tentoo performs its services.

1.7 Hiring agreement: The agreement between the Client and Tentoo on the basis of which Tentoo’s services are provided to the Client. As a rule, the contract for services as referred to in Article 1.6 of these General Terms and Conditions (the job sheet) is sometimes extended / supplemented by a separate agreement (the hiring agreement).

Article 2: Applicable General Terms and Conditions 2.1 These General Terms and Conditions apply to all offers, quotations, order confirmations, contracts for services and other contracts and agreements between Tentoo and the Client and the Contractor. These General Terms and Conditions shall only apply to the Contractor to the extent that these General Terms and Conditions do not conflict with the collective labour agreement for Tentoo Collective Freelance & Flex B.V. (CF&F CLA). In the event of any discrepancies between the General Terms and Conditions and the CF&F CLA, the provisions of the CF&F CLA shall prevail for the Contractor.

2.2 These General Terms and Conditions shall also apply to any (subsequent) offer, (subsequent) agreement, (subsequent) assignment and/or order confirmation that build on and/or arise from any previously concluded agreement to which these General Terms and Conditions have been declared applicable, unless determined otherwise in writing.

2.3 Any deviations from these General Terms and Conditions shall only be applicable if explicitly agreed upon and confirmed in writing by Tentoo.

2.4 Should one or more provisions of these General Terms and Conditions be null and void or annulled, the other provisions of these General Terms and Conditions shall continue to apply in full. In this event, Tentoo and the Client and/or Contractor will confer in order to agree new provisions to replace the null and void or annulled provisions, taking the fullest possible account of the intention and tenor of the original provisions.

2.5 In the consultation with the Client as specified in Article 18 of these General Terms and Conditions, the Contractor is required to explain on behalf of Tentoo that these General Terms and Conditions shall apply to any (future) contract Tentoo will conclude with a Client based on the agreements made between the Client and the Contractor, as well as provide the Client with a copy of these General Terms and Conditions prior to or upon concluding that contract or prior to the commencement of the work. If, for whatever reason, the Contractor fails to do so, the Contractor shall be fully liable for all damages and/or (future) costs incurred by Tentoo as a result. In this case, Tentoo will also be authorised and entitled to cancel any payments already made, and the Contractor will be required to repay all amounts he or she has received from Tentoo under the relevant agreement no later than within fourteen days of a request to that effect from Tentoo.

Article 3: Quotations/ acceptance/ suspension/ performance

3.1 All quotations made by Tentoo are only an invitation to enter into negotiations unless expressly stated otherwise in the quotation. Any wage calculations presented by Tentoo in quotations are merely indicative and therefore not binding; Tentoo may deviate therefrom within the margin stipulated in Article 7:752 paragraph 2 BW.

3.2 Tentoo is at all times free to refuse any contract/job sheet/purchase order it has been offered. Tentoo will only act as a contracting party after the explicit acceptance of an agreement or by implementing the provisions of the agreement (job sheet). The Contractor cannot derive any rights from a job sheet that has not (also) been signed by the Client.

3.3 Without prejudice to the provisions of Article 3.2 of these General Terms and Conditions, Tentoo shall be authorised and entitled to refuse performance of an

agreement or job sheet it received from either the Client or the Contractor, to suspend its acceptance or to refuse (further) performance thereof if:

a. the job sheet is linked to work already performed prior to Tentoo receiving the job sheet for payment; b. the amount claimed on the job sheet exceeds € 4,500; c. the total amount claimed in invoices of Tentoo the Client has yet to pay exceeds € 5,000; d. the Client is established abroad; e. the Client has not demonstrated good payment behaviour in the (recent) past; and/or f. based on other grounds, Tentoo has good reason to fear that the Client will not, or not in a timely manner, comply with its payment obligations towards Tentoo.

In these cases, Tentoo shall be entitled to make the acceptance of the assignment or the performance of its work subject to payment by the Client to Tentoo of an advance payment to be determined by Tentoo. In such cases, Tentoo will also deviate from the standard fee as referred to in Article 13.1 of these General Terms and Conditions and be allowed to charge a higher percentage, this at the discretion of Tentoo. The foregoing also applies if it is established that the Contractor has incorrectly filled in the details of the Client on the job sheet and/or it is established that the person who signed the job sheet lacked the power of representation in order to conclude agreements for or on behalf of the Client or did not have the appropriate proxy thereto. 3.4 To the extent that this is legally allowed, the Contractor is only entitled to the performance to be provided by Tentoo, if and insofar the Client has fully obliged with its obligations towards Tentoo. 3.5 Tentoo is entitled to make the acceptance of orders subject to a credit limit, in other words, orders that exceed the credit limit are only accepted or processed if and insofar as the corresponding payment has been made. Unless agreed otherwise, the standard credit limit corresponds to an amount of € 5,000. 3.6 In the event that Tentoo refuses a payrolling assignment, but the Client still has the work performed or has already had the work performed, this will lead to the creation of a direct agreement between the Client and the Contractor, which may constitute an employment contract within the meaning of Article 7:610 BW. In the event of late payment of wages by the Client, for example, due to bankruptcy, the Contractor will have to invoke the so-called wage guarantee scheme (Article 61 Unemployment Insurance Act) within a reasonable time. 3.7 In making a payroll request to Tentoo, both the Client and the Contractor are obliged to inform Tentoo of all relevant facts and circumstances that could be of significance to Tentoo in assessing whether or not it will accept a payrolling assignment. This obligation to inform concerns – but is not limited to – risk and safety aspects (RI&E), illness and/or full or partial incapacity for work. In the event of full or partial non-compliance with the obligation to inform, Tentoo shall be justified in refusing with retroactive effect a payrolling assignment that it has already accepted. Each of the parties involved is obliged in such an event to give its full cooperation in undoing any work already done by Tentoo. Article 4: Payments 4.1 The Client shall at all times be obliged to pay each invoice of Tentoo within fourteen days of the invoice date by direct debit, unless explicitly agreed otherwise in writing between the Client and Tentoo. 4.2 Only payments made directly to Tentoo or to a (legal) person explicitly authorised in writing by Tentoo to collect, shall lead to discharge. Payments to the Contractor or third parties, the advance payments to the Contractor or third parties and/or payments of any kind to others, are not allowed, or at least will have no effect whatsoever on Tentoo. Deviation therefrom is possible only if and insofar as Tentoo has been notified thereof in advance in writing and this was expressly approved by Tentoo. 4.3 Amortisation, setting-off of debts, settlement or suspension of or against any payment obligation of the Client is never permitted. 4.4 Any payment made to Tentoo will first be deducted from the collection costs owed and then from the interest due. The amount remaining after deduction of these interests and costs will then be allocated to the principal. In the event that multiple invoices are left unpaid, the payment will be allocated to the principal of the latest or most recent invoice after settlement of interest and costs. 4.5 A copy of an invoice sent by Tentoo shall constitute full proof. 4.6 Without prejudice to the provisions of Articles 12.4 and 18 of these General Terms and Conditions, both the Client and the Contractor are responsible for the accuracy and clarity of the wage agreements made between them. In particular, the Client is responsible for ensuring compliance with the agreed remuneration with any applicable professional or industry collective agreement, in accordance with the remuneration level of the regular / permanent employees of the Client, all this in accordance with the pay equivalence rule set out in Section 8 of the Placement of Personnel by Intermediaries Act (hereinafter “Waadi”). The Client is required to keep the Contractor informed at all times of the employment conditions applicable within its organisation and to immediately and spontaneously inform the Contractor and Tentoo of any interim changes therein. Any omissions or inaccuracies in the information provided by the Client to the Contractor as specified in this paragraph shall be deemed default / culpable shortcoming of the Client against Tentoo. 4.7 Queries regarding an invoice and/or complaints as referred to in Article 6:89 BW regarding the services provided or to be provided by Tentoo arising from the wage agreements referred to in Article 4.6 of these General Terms and Conditions, must be received by Tentoo, in writing, within fourteen days of the invoice date. After this period, both the Client and the Contractor are deemed to have agreed to the specifications of the relevant invoice and/or performance of Tentoo, including the wage payments to the Contractor. Complaints regarding the performance of Tentoo, objections to invoice amounts or disputes about the accuracy thereof and/or wage payments shall not suspend the payment obligation of the Client.

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4.8 If the Client is in default with regard to the payment of any amount and/or has provided insufficient security, Tentoo shall be entitled to suspend its own work and/or the work to be delivered by the Contractor, without prejudice to the provisions of Article 3.4 of these General Terms and Conditions. This suspension is without prejudice to the Client’s agreed obligations, even if no work is delivered by the Contractor. In such cases, the Client is obliged to accept the suspension without this resulting in any (reimbursement) obligation by Tentoo. If such a situation arises, the

Contractor is entitled to impose a deadline of ten days within which Tentoo should consider whether it wishes to maintain its contractual position or terminate the contract, as a result of which the rights and obligations such as described in, inter alia, Article 4.2 of these General Terms and Conditions will expire, and the Contractor may appeal directly to the Client. In such a situation, the Client has the obligation towards the Contractor to maintain at least the same performance and obligations as the Client owed Tentoo. Article 5: Surcharge/contractual interest/collection costs/collection measures 5.1 If one of Tentoo’s invoices remains unpaid within fourteen days after the invoice date, the mere fact of expiry of that period will lead to the imposition, with retroactive effect, of a surcharge of two per cent over the principal amount. The Client is obliged at all times to pay the outstanding invoice amount, where applicable plus the surcharge, within thirty days of the invoice date. 5.2 If the Client fails to make payment within a period of thirty days, the Client will automatically be in default. As of thirty days after the invoice date, the Client shall owe Tentoo two percent interest per month, or part thereof, over the principal (the invoice amount, plus the surcharge as referred to in Article 5.1 of these General Terms and Conditions). 5.3 The Client must pay Tentoo the costs of obtaining payment out of court or the costs of collection. By way of departure from Article 6:96 paragraph 5 BW, the collection costs payable by a Client acting in the exercise of a profession or conduct of a business will be determined as follows: - If the claim (principal and interest) is for an amount up to € 25,000, the collection costs will be: Principal and interest up to: Fee excluding VAT: • € 250 € 37 • € 500 € 75 • € 1,250 € 150 • € 2,500 € 300 • € 3,750 € 450 • € 5,000 € 600 • € 10,000 € 700 • € 20,000 € 800 • € 25,000 € 1,000 If the claim (principal and interest) amounts to more than € 25,000, the collection costs are equal to two points of the applicable liquidation rate (www.rechtspraak.nl/liquidatarief) in the first instance, subject to a maximum of 15% of the claim (principal plus interest). 5.4 The Client owes Tentoo the collection costs as referred to in Article 5.3 of these General Terms and Conditions once activities have been undertaken, both internally and externally, to obtain payment out of court by and/or on behalf of Tentoo. Internal activities are understood to mean the activities of Tentoo’s debtor department including, but not limited to, preparing a collection file, collecting information and requesting commercial and other information, sending one or more payment reminders / warnings and conducting correspondence about the claim. External activities are understood to mean, but are not limited to, the activities of third parties, including preparing the collection file, collecting information and requesting commercial and other information, sending one or more warnings / summons letters and conducting other correspondence about the claim. 5.5 To the extent necessary, the Contractor will assign its claim(s) on Client(s) for collection to Tentoo in the sense that the Contractor allows Tentoo to collect the claim(s) in its own name, and Tentoo accepts this burden as far as Tentoo deems this necessary at its own discretion. Tentoo may at any time and with immediate effect terminate the accepted mandate without any special notice being required. Article 6: Terms of delivery contract partner 6.1 Due to the specific nature of the services provided by Tentoo, any General Terms and Conditions applied by the Client and/or the Contractor explicitly do not apply to agreements concluded with Tentoo, unless agreed otherwise in writing. In the event of uncertainties and/or inconsistencies between the General Terms and Conditions used by the respective parties, the General Conditions applied by Tentoo shall prevail at all times. Article 7: Interim rate changes 7.1 Changes in fee as a result of collective obligations, and changes in, or as a result of legislation and regulations, such as tax and social security laws and regulations, will be charged to the Client as of the effective date and are, notwithstanding the provisions of Articles 12.2 and 12.4 of these General Terms and Conditions, therefore owed by the Client to Tentoo, even if these changes occur during the term of the contract for services / hiring contract. 7.2 In case of a change of a general, social and/or economic nature in the Netherlands that is such that the parties can no longer reasonably be considered to be bound by the provisions regarding remuneration, the parties will consult concerning the changes to be made during the term of the agreements to which these General Terms and Conditions apply. Article 8: Explanation of the terms and conditions and choice of law

8.1 The competent court of jurisdiction in Amsterdam shall settle any disputes that may arise between the parties by virtue of agreements to which these General Terms and Conditions apply, unless determined otherwise by mandatory rules of jurisdiction. At the request of one of the parties, the competent court in Amsterdam shall provide a decisive answer in the event of a disagreement on the interpretation of the General Terms and Conditions of Tentoo. 8.2 All agreements between the Client and Tentoo and the Contractor shall be

governed by Dutch law. Article 9: Recruitment and selection; role of employer 9.1 Tentoo explicitly refrains from recruitment and selection of both the Client and the Contractor. Tentoo may provide advice without any judicial or financial consequences. 9.2 The recruitment and selection of a Contractor shall be entirely at the responsibility and risk of the Client. 9.3 The recruitment and selection of a Client shall be entirely at the responsibility and risk of the Contractor. 9.4 Both the Contractor and the Client are expected to be familiar with the content of the assignment or work as well as with the qualities of the performance delivered by the Contractor and shall agree to this by performing the assignment or work, whereby Tentoo cannot be held liable for the quality of the performance delivered by the Contractor. Neither can Tentoo be held liable for any loss incurred by the Client if, for whatever reason and in whatever way, the quality of the performance proves to be insufficient or inadequate. Any objections and/or complaints with regard to the performance of the assignment and/or services / work (or the quality) of the performance delivered by the Contractor shall not suspend the payment obligation of the Client. 9.5 In payment situations, Tentoo will act as the sole (fictitious) employer of the Contractor. The work of the Contractor is performed under the supervision and management of the Client, however, Tentoo shall always be regarded as the employer. Direct agreements between the Contractor and the Client are not allowed under any circumstances and shall not bind Tentoo in any way. 9.6 The Client is not allowed to act as an employer towards the Contractor or third parties or to pose or describe itself as such. Where appropriate, the Client should refer the Contractor and/or third parties to Tentoo as employer. If, by any acts (or omissions thereof), the Client assumes the legal role of employer in such a way that it may be regarded as a (temporary) employer within the meaning of Article 7:610 and 7:690 BW, the Client shall be fully accountable and responsible therefore (also against the Contractor, but explicitly not limited thereto), and the Contractor will not be able to hold Tentoo accountable for the consequences. In the aforementioned case, the Client must indemnify and hold harmless Tentoo from all claims of the Contractor and/or third parties (such as the Tax and Customs Administration, corporate funds, and the like, but explicitly not limited thereto). Article 10: Safety and indemnification 10.1 The Client is obliged to Tentoo and the relevant Contractor to take measures and provide instructions in such a way that the relevant Contractor is instructed about, protected from and insured against any danger for body, virtue and property as can be reasonably demanded in relation to the nature of the work, all of this as if the Contractor were a ‘regular’ employee of the Client. 10.2 In this context, the Client remains obliged to meet its obligations pursuant to Section 5 of the Working Conditions Act (Arbowet)/Section 11 of the Posting of Workers by Intermediaries Act (WAADI) and therefore to provide Tentoo with the description from the risk inventory and evaluation (‘RI&E’) of the dangers and risk-reducing measures and of the risks for the Contractor at the workplace to be occupied, as stipulated in the stated regulations, before the start of the posting and/or the work concerned. Tentoo authorises the Contractor to accept the Client's documents on its behalf and authorises and instructs the Client to provide these documents to the Contractor as Tentoo's representative. 10.3 Both the Client and the Contractor will ensure that an additional copy of the relevant documents as stipulated in Article 10.2 is also made available to Tentoo immediately on request. Before the work is started, the Contractor is obliged to read the relevant documents carefully and act in accordance with them. 10.4 In every situation as stipulated in Article 10.1, the Client shall meet (by analogy) the provisions of Article 7:658 of the Dutch Civil Code (BW). In this, the Client will take over all of Tentoo's (employer) obligations as the (notional) employer. The Client indemnifies Tentoo against any claim pursuant to Article 7: 658 BW, Section 11 of the WAADI and/or Section 5 of the Arbowet. 10.5 If the Client does not comply (fully or sufficiently) with the obligations referred to above (Articles 10.1 to 10.4), the Client shall be bound to compensate Tentoo and/or all those affected for damages suffered as a consequence or still to be suffered, all of this in the broadest sense of the word.

10.6 If the Contractor is involved in an occupational accident or suffers an occupational disease, the Client must ensure that a report of this accident or disease is drawn up immediately by the relevant authorities, explicitly including the Labour Inspectorate, in which the facts of the accident or disease are recorded in such a way that it can be determined whether and to what extent the accident or disease is due to the fact that insufficient measures were taken to prevent such an occupational accident or occupational disease. 10.7 In the event an occupational accident occurs, the Client as well as the Contractor must each report this to Tentoo without delay. 10.8 The Contractor shall now and for henceforth transfer to Tentoo any claims on the Client and/or third parties which he or she may receive on the basis of loss of income on any grounds whatsoever, which might be attributable to the Client and/or third parties, or shall commit himself or herself to proceed to such transfer once the claim has become transferable and if Tentoo lays claim on the transfer. Article 11: Liability for damage 11.1 Notwithstanding the provisions of Articles 9 and 10 of these General Terms and Conditions, Tentoo shall in no way be responsible or liable for any damage or loss which the Contractor may have caused the Client or third parties, for any services and/or work carried out within or outside the field of employment of the job description of the Contractor or within or outside the framework of the work agreed upon

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contractually, unless the law expressly provides otherwise. In any case, the loss for which Tentoo can be held liable is capped at an amount of € 2,500,000 (in words: two million five hundred thousand euros) per event, which is the maximum amount for which Tentoo has insured its liability. 11.2 Notwithstanding the provisions of Article 9.5 of these General Terms and Conditions, Tentoo is not liable for agreements concluded between the Contractor and the Client or which have come about otherwise with each other or with third parties, except with the express written consent of Tentoo. Article 12: Basis for the invoices 12.1 Tentoo’s invoices are drawn up on the basis of the completed contract for services (job sheet) signed by both the Client and the Contractor or on the basis of a digitally delivered contract for services (my.tentoo-job sheet). The Contractor cannot derive any rights from a job sheet / contract for services that has not been cosigned by the Client, neither can Tentoo be held responsible for the payment of an incompletely signed job sheet. 12.2 Without prejudice to the provisions of Articles 4.6 and 18 of these General Terms and Conditions, the agreements concluded between the Contractor and the Client must be in accordance with the applicable legislation and regulations, any existing and/or applied terms of employment for/within the business of the Client as well as the Minimum Wage and Minimum Holiday Allowance Act. In the event the agreements concluded between the Contractor and the Client are not in accordance with the above, Tentoo shall hereby be irrevocably authorised by the Contractor and the Client to bring those agreements in line therewith. If Tentoo does so, the agreements adjusted by Tentoo apply as a contract for services (job sheet) approved by the Contractor and the Client, and the Client will be invoiced on the basis thereof. This without prejudice to the obligation of the Client to pay the invoice to Tentoo. 12.3 Tentoo will calculate the ‘wage bill’ based on the job sheet. The wage bill includes a risk percentage estimated by Tentoo based on its experience, knowledge and customs in the industry. The lump-sum nature of this estimate prevents Tentoo from being held to offset individual cases in the broadest sense of the word on the grounds that, in practice or in individual cases, the risks do not occur or occur to a lesser extent, or did not occur at all, and from otherwise being held accountable or responsible in this matter. 12.4 Without prejudice to the provisions in Article 4.6 and 7.1 of these General Terms and Conditions, any legal or contractual payment obligations and/or obligations under any applicable collective agreement, or pursuant to the customary conditions within the company of the Client as referred to in Article 8 of the Waadi imposed on the Contractor, arising directly or indirectly from the agreement, even if they are not contractually stipulated or laid down (in the job sheet), shall be borne by the Client. Tentoo will charge the Client for the relevant obligations, without prejudice to Article 7.1 of these General Terms and Conditions plus the VAT due and reimbursement of its fee, as specified in Article 13.1 of these General Terms and Conditions. 12.5 The Client shall ensure that the contract for services or the separately specified agreement is completed correctly and accurately with regard to the agreed salary, expenses and time sheets, and that the irrelevant columns or specifications have been crossed out, as well as that it is returned to Tentoo in a timely manner or at the earliest opportunity. 12.6 In the event the statement provided to Tentoo is inaccurate or incomplete, it is primarily the responsibility of the Client to ensure the appropriate corrections are made. If the task has already been performed by Tentoo, Tentoo shall not be obliged to pay restitution, recovery of costs, and so on, unless it should immediately have been clear to Tentoo that the statement could not be correct. If an insufficient amount has been paid to the Contractor due to an incorrect statement received by Tentoo, the Client should, with due observance of the provisions of Article 4.6 of these General Terms and Conditions, determine in consultation with the Contractor whether, and if so, what correction should be made. In view of the responsibility of the Contractor in reaching remuneration agreements and the control or submission of the information on the job sheet to Tentoo, the Contractor cannot claim any statutory interest and/or the increase under Article 7:625 BW in the event that a correction should be made afterwards. 12.7 In the event of any differences between the documentation submitted to Tentoo concerning the provisions of Articles 12.1 to 12.5 inclusive, of these General Terms and Conditions and the copy of the Client, the document submitted to Tentoo for the purpose of payment and drawing up the invoice shall, without prejudice to the provisions of Article 4.6, be used as full proof, barring proof provided by the Client that the stated difference cannot be attributed to the Client. 12.8 If the Client fails to comply with its obligation as stated in Article 12.5 of these General Terms and Conditions and therefore fails to cooperate in the provision of the proof that is binding for the three parties, Tentoo, the Contractor and the Client, an employee of Tentoo may, based on the information he or she has collected, deter- mine the salary, expenses and hours worked, which will be binding to all parties. The Client and the Contractor are permitted to bring an action for annulment before the competent court in Amsterdam, if Tentoo could not reasonably have determined this, whereby the Client must in any case, also involve the Contractor and vice versa. 12.9 Within 10 days after it should reasonably have become clear that the Contractor is entitled to (wage) claims other than those already specified to Tentoo, the Client is required to report this to Tentoo. Tentoo will then try to come to a solution with due observance of Article 12.8 of these General Terms and Conditions. If the Client fails to (timely) inform Tentoo, Tentoo shall be entitled to charge the Client for all wage costs, costs for the payment/continued payment of wages, as well as any counselling costs, delay and interest costs, etc. during the period required to come to a solution with the Client. 12.10 If the Client terminates the hiring agreement at its request or if the hiring agreement is terminated at the request of the Client, the Client will remain bound vis- à-vis Tentoo by its current (payment) obligations relating to the work performed by a Contractor at/for the Client, as well as by any (future) costs related to the termination of the (temporary) employment contract with the Contractor, if Tentoo still has an obligation to continue making payment under the current (temporary) employment

contracts with the Contractor. The Client shall indemnify Tentoo for any (future) costs for the termination of the (temporary) contract with the Contractor, including any court costs, which shall also include the actual costs of legal assistance (legal and other costs). Article 13: Fee of Tentoo and change in fee as a result of changed agreements 13.1 Unless expressly agreed otherwise and without prejudice to the provisions of

Article 3.3 of these General Terms and Conditions, Tentoo charges a 6% commission over the total wage bill for the services it provides, plus the expenses, surcharges, etc. it is required to pay, with a minimum commission amount of € 9.00, to all of which the VAT due should be added. Unless otherwise specified by the Client and the Contractor on the job sheet, the fee charged by Tentoo will exceed the total amount(s) to be paid as agreed by the Client and the Contractor. 13.2 Tentoo shall be entitled to change its commission as referred to in Article 13.1 of these General Terms and Conditions at any time. Tentoo will inform the Client in writing of its intention to change the commission it should pay. In this notification, Tentoo will specify the amount of the changed commission and the date on which the change will take effect. If the Client does not accept the change in commission notified by Tentoo, the Client will be entitled to terminate the agreement in writing within seven working days of the notification or to cancel the assignment prior to the date on which the change will take effect as stated in the notification of Tentoo. 13.3 If the Contractor agrees to an interim change in salary with the Client, Tentoo will process this salary in its administration and payments. If Tentoo has not been informed of the change in a timely manner and a correctional entry is required, Tentoo will charge an amount of € 12.50 for each change to be implemented. Article 14: Prohibition of transfer of rights and obligations

14.1 The Client is not entitled to transfer any rights and obligations arising from the agreements with Tentoo without the written approval of Tentoo. 14.2 Any claims of the Client arising from the agreements with Tentoo are non- transferable as provided for in Article 3:83 (2) BW. 14.3 The Contractor is required to perform the agreed work personally. The Contractor is not permitted to call in a replacement without the written permission of the Client. 14.4 If the Contractor is replaced with the permission of the Client, the Contractor shall be bound to agree with the replacement involved that the agreement originally entered into with the Client and with the original Contractor shall be applicable, as well as these General Terms and Conditions. Article 15: Duration and termination of the assignment 15.1 The duration of the assignment based on which the Contractor performs his or her services and/or work will be determined independently by the Contractor in consultation with the Client. The duration will be specified in the contract for services or in a separately specified agreement. 15.2 Unless agreed otherwise in writing, the contract / agreement with Tentoo shall commence on the first date / working day stated on the job sheet, notwithstanding the provisions of Article 3.2 of these General Terms and Conditions. The contract / agreement with Tentoo shall end on the last date / working day stated on the same job sheet, unless agreed otherwise in writing. Tentoo will always settle the payment of a contract / job sheet in accordance with the situation of termination of a contract / agreement with Tentoo, including settlement of holiday allowance and holidays, unless otherwise agreed in writing. 15.3 In the event that the agreements with Tentoo as referred to in the previous paragraph succeed each other uninterruptedly for a period of at least 6 months, the last agreement shall in any case end after a total of 78 working weeks, unless expressly agreed otherwise in writing with Tentoo. If, in the above case, the work is tacitly continued by the Client, this shall be under an employment agreement tacitly concluded with the Client. Such a situation shall never result in a tacit employment agreement with Tentoo. 15.4 If the Client deviates from the agreed duration of the assignment without timely informing Tentoo thereof, the Client shall always be fully liable for any damage incurred by the Contractor and/or Tentoo, or the Client shall indemnify Tentoo for any arising payment obligations of Tentoo. Tentoo cannot be held liable for any damage incurred by the Client or the Contractor. 15.5 Tentoo must indemnify the Client against claims against or made by the tax authorities and the Employee Insurance Agency (UWV) under the Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act, and also against all payment obligations vis-à-vis the tax authorities or the Employee Insurance Agency (UWV) arising from the payments made by Tentoo to the Contractor. However, the above is limited to the extent to which the Client has actually paid Tentoo the relevant amounts invoiced to the Client by Tentoo in this respect. 15.6 In the event of a dispute between the Contractor and the Client with regard to the duration and/or termination of the contract, neither party shall be entitled to compensation for material or immaterial damage suffered. Article 16: Increase as a result of change in laws and legislation and in CLA 16.1 If, during the term of the contract or agreement, the remuneration of the Contractor is increased as a result of any action by the government or any competent body, or if the employer's contribution is increased due to modification or implementation of any regulation of the competent authority in premiums or other social expenses under social insurance laws, tax laws and/or collective agreement adjustments, Tentoo will charge this increase to the Client as of the effective date of the increase. Article 17: Holidays

17.1 The Contractor determines the time and duration of the holiday, provided that the Contractor is entitled to holidays based on agreements made with the Client to that effect, and preferably not for the duration of the contract with the Client, unless

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agreed upon in consultation with the Client. Tentoo can only play an advisory role in this matter and can therefore not be held liable by the Contractor and/or the Client. Article 18: Tentoo operating company, working hours and salary 18.1 The Contractor and the Client are aware that Tentoo Holding offers multiple forms of remuneration, whereby the consequences under employment law are different for each operating company. The Contractor determines autonomously and independently in consultation with the Client by which operating company of Tentoo Holding the contract will be remunerated, as well as the job description and the remuneration of the job and the working hours of the work to be performed. These working hours are accounted for in the contract for services or in a separately specified agreement. 18.2 Without prejudice to the provisions of Article 4.5 and Article 13.1 of these General Terms and Conditions, the Contractor will independently and in independent consultation with the Client establish the salary and any expenses for the performance of the Contractor's work, including overtime, allowances for shift work and working on Sundays and holidays (excluding VAT), unless explicitly indicated otherwise. The salary includes holiday allowance, holidays, short absence and public holidays, provided that the Contractor and the Client have not come to different written agreements, and shall include the employer’s contribution. The amount of the salary and the payment of expenses will be specified in the contract for services or in a separately specified agreement. 18.3 That which has been agreed between the Contractor and the Client in Articles 18.1 and 18.2 of these General Terms and Conditions shall be regarded as a fact by Tentoo. Tentoo shall accept no responsibility for that which has been agreed in this regard between the Client and the Contractor, nor can Tentoo be held liable for this, with the proviso that Tentoo will check whether the agreements regarding remuneration conflict with the Minimum Wage and Minimum Holiday Allowance Act. In such cases, Tentoo will amend the conflicting agreements in accordance with the provisions of Article 12.4 of these General Terms and Conditions. The Client will indemnify Tentoo against any claims of the Contractor under Articles 18.1 and 18.2 of these General Terms and Conditions. Article 19: Obligations of the Contractor and the Client with regard to (personnel) administration

19.1 The contractor shall at all times be responsible for providing Tentoo with a copy of a valid passport or identity card of the Contractor. If, at the time of payment, Tentoo does not possess a copy of a valid passport or identity card of the Contractor, Tentoo shall be entitled to suspend payment of the Contractor until the Contractor has complied with this obligation towards Tentoo. Suspension of payment for the reason specified above can never lead to an obligation to compensate the Contractor and/or the Client for Tentoo. 19.2 The Client is required to provide Tentoo with a legible copy of a valid identity card of the Contractor with the first contract for services or the first job sheet and, if applicable, of the employment permit. 19.3 On the first contract for services or the first job sheet, the Client must declare that the identity of the Contractor has been verified and by whom, in order to avoid mistaken identity. The contract for services or separate declaration must also be signed by the Contractor. 19.4 The Client consents and agrees that Tentoo and Tentoo’s certification institution perform random reviews of the procedure for identity checks at the Client’s organisation, either on-site or otherwise. 19.5 The Contractor and the Client are obliged to preserve all administrative documents (including those entered into / created in my.tentoo) regarding a payment made by Tentoo, in particular the administrative documents mentioned in this article, as well as invoices and job sheets and others, (whether or not in digital form) for 5 years after termination of the relevant payrolling assignment. Article 20: Temporary employment clause and illness 20.1 For each payrolling assignment, Tentoo will stipulate the applicability of the clause referred to in Article 7:691 (2) BW, in the sense that, upon request of Tentoo, always when the assignment of the Contractor with the Client ends, the agreement between the Client and Tentoo will also automatically end. 20.2 Each assignment is deemed to have been terminated with the notification of the Temporary worker / Contractor or the Client that the Temporary worker / Contractor is unable to perform the temporary work due to illness. To the extent necessary, the Client shall be deemed to have requested termination of the assignment. The Temporary worker / Contractor can report sick with either Tentoo or with the Client. Both Tentoo and the Client are required to inform the other party of the sickness notice. 20.3 At the first request of Tentoo, the Client shall confirm to Tentoo in writing that the Client indeed intended to terminate the assignment of the Temporary worker / Contractor with immediate effect upon his or her notice of disability, as referred to above. Article 21: Redeployment effort 21.1 If the Contractor terminates the contract of assignment or the hiring agreement on his or her own initiative and Tentoo has a redeployment effort obligation under the Dismissals Decree as the temporary employment agency, the termination of the hiring agreement at the initiative of the Contractor shall constitute a reason for Tentoo to terminate the flex work contract on the grounds of commercial reasons, unless suitable work has been found and accepted by the Contractor within the redeployment period. The duration of the best efforts obligation for redeployment in a different or suitable position, is determined only by the duration of the activities performed while employed by Tentoo.

21.2 It is known to the Contractor that Tentoo does not engage in recruitment and selection activities. In the event that Tentoo, as the temporary employment agency, were to be obliged to perform redeployment efforts under the Dismissals Decree, Tentoo will not perform these activities itself and instruct a third party (such as an outplacement agency) to perform these activities on its behalf.

21.3 The costs of the redeployment efforts as referred to in the previous paragraph are deducted from any transitional compensation owed by Tentoo to the Contractor. Article 22: Transitional provisions 22.1 These General Terms and Conditions apply with immediate effect to agreements concluded prior to the date of filing of these General Terms and Conditions, unless

the nature of the amendments to the respective articles is reasonably incompatible with this or the Client and/or the Contractor has expressly objected to their applicability. 22.2 Tentoo may amend these General Terms and Conditions at any time. The General Terms and Conditions amended by Tentoo apply vis-à-vis the Contractor and the Client from thirty days after he or she has been informed of the amendment, in writing, unless the Contractor and the Client have notified Tentoo of their objection to the amendments, in writing, within this period. In the latter case, the unchanged General Terms and Conditions will continue to apply between the parties, however, for no longer than six months from the end of the aforementioned thirty-day period. If the Agreement continues beyond that six-month period, from that time onwards the amended General Terms and Conditions will apply to the Agreement. These General Terms and Conditions have been filed with the Chamber of Commerce and Industry in Amsterdam and apply for an indefinite period. TENTOO Collective Freelance & Flex B.V. Maassluisstraat 2 1062 GD Amsterdam PO Box 2642 1000 CP Amsterdam T +31 (0)20 420 20 70 F +31 (0)20 625 16 55 [email protected] www.tentoo.nl

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General Terms and Conditions Tentoo Directors Cast & Crew B.V.

Article 1: Definitions In these General Terms and Conditions of Tentoo, the terms below are defined as follows:

1.1 Tentoo: The private company with limited liability Tentoo Directors Cast & Crew B.V., with registered office in Amsterdam, that will provide services and/or perform work under a contract for services.

1.2 Contractor: The artist, freelancer and/or a self-employed person (M/F) who, on the basis of a contract for services with Tentoo, performs or will perform, as a notional employee of Tentoo, services and/or work for a Client (third party).

1.3 Client (third party): The natural person and/or legal entity on whose behalf the Contractor performs work and for whom Tentoo also provides services and/or performs work under a contract for services as part of the triangular relationship Client-Tentoo-Contractor.

Note: the terms ‘Client’ and ‘Contractor’ are solely designated as such to clarify the relationship with Tentoo; there is no direct contract for services between the Client

and the Contractor. The Client is the Client of Tentoo and not of the Contractor. This also applies to the Contractor, who works as a Contractor for Tentoo and not for the Client.

1.4 Contract for services, agreement for services, job sheet: Tentoo's completed, itemised job overview, signed by the Contractor and the Client (the so-called job sheet), within the framework of which Tentoo performs its services based on a contract for services.

Article 2: Applicable General Terms and Conditions 2.1 These General Terms and Conditions apply to all offers, quotations, order confirmations, contracts for services, agreements for services, job sheets and other contracts and agreements between Tentoo and the Client and the Contractor.

2.2 These General Terms and Conditions shall also apply to any (subsequent) offer, (subsequent) agreement, (subsequent) assignment and/or order confirmation that build on and/or arise from any previously concluded agreement, unless determined otherwise in writing.

2.3 Any deviations from these General Terms and Conditions shall only be applicable if explicitly agreed upon and confirmed in writing by Tentoo.

2.4 Should one or more provisions of these General Terms and Conditions be null and void or annulled, the other provisions of these General Terms and Conditions shall continue to apply in full. In this event, Tentoo and the Client and/or Contractor will confer in order to agree new provisions to replace the null and void or annulled provisions, taking the fullest possible account of the intention and tenor of the original provisions.

2.5 In the consultation with the Client as specified in Article 18 of these General Terms and Conditions, the Contractor is required to explain on behalf of Tentoo that these General Terms and Conditions shall apply to any (future) contract Tentoo will conclude with a Client based on the agreements made between the Client and the Contractor, as well as provide the Client with a copy of these General Terms and Conditions prior to or upon concluding that contract or prior to the commencement of the work. If, for whatever reason, the Contractor fails to do so, the Contractor shall be fully liable for all damages and/or (future) costs incurred by Tentoo as a result. In this case, Tentoo will also be authorised and entitled to cancel any payments already made, and the Contractor will be required to repay all amounts he or she has received from Tentoo under the relevant agreement no later than within fourteen days of a request to that effect from Tentoo.

Article 3: Quotations/ acceptance/ suspension/ performance 3.1 All quotations made by Tentoo are only an invitation to enter into negotiations unless expressly stated otherwise in the quotation. Any wage calculations presented by Tentoo in quotations are merely indicative and therefore not binding; Tentoo may deviate therefrom within the margin stipulated in Article 7:752 paragraph 2 BW.

3.2 Tentoo is at all times free to refuse any contract/job sheet/purchase order it has been offered. Tentoo will only act as a contracting party after the explicit acceptance of an agreement or by implementing the provisions of the agreement (job sheet). The Contractor cannot derive any rights from a job sheet that has not (also) been signed by the Client.

3.3 Without prejudice to the provisions of Article 3.2 of these General Terms and Conditions, Tentoo shall be authorised and entitled to refuse performance of an agreement or job sheet it received from either the Client or the Contractor, to suspend its acceptance or to refuse (further) performance thereof if:

a. the job sheet is linked to work already performed prior to Tentoo receiving the job sheet for payment; b. the amount claimed on the job sheet exceeds € 4,500; c. the total amount claimed in invoices of Tentoo the Client has yet to pay exceeds € 5,000; d. the Client is established abroad; e. the Client has not demonstrated good payment behaviour in the (recent) past; and/or f. based on other grounds, Tentoo has good reason to fear that the Client will not, or not in a timely manner, comply with its payment obligations towards Tentoo.

In these cases, Tentoo shall be entitled to make the acceptance of the assignment or the performance of its work subject to payment by the Client to Tentoo of an advance payment to be determined by Tentoo. In such cases, Tentoo will also deviate from the standard fee as referred to in Article 13.1 of these General Terms and Conditions and be allowed to charge a higher percentage, this at the discretion of Tentoo. The

foregoing also applies if it is established that the Contractor has incorrectly filled in the

details of the Client on the job sheet and/or it is established that the person who signed the job sheet lacked the power of representation in order to conclude agreements for or on behalf of the Client or did not have the appropriate proxy thereto. 3.4 To the extent that this is legally allowed, the Contractor is only entitled to the performance to be provided by Tentoo, if and insofar the Client has fully obliged with its obligations towards Tentoo. 3.5 Tentoo is entitled to make the acceptance of orders subject to a credit limit, in other words, orders that exceed the credit limit are only accepted or processed if and insofar as the corresponding payment has been made. Unless agreed otherwise, the standard credit limit corresponds to an amount of € 5,000. 3.6 In the event that Tentoo refuses a payrolling assignment, but the Client still has the work performed or has already had the work performed, this will lead to the creation of a direct agreement between the Client and the Contractor. In such a case, Tentoo will not enter into the agreement, meaning it will not perform its services/work related to the corresponding job sheet. 3.7 In making a payroll request to Tentoo, both the Client and the Contractor are obliged to inform Tentoo of all relevant facts and circumstances that could be of significance to Tentoo in assessing whether or not it will accept a payrolling assignment. This obligation to inform concerns – but is not limited to – risk and safety aspects (RI&E), illness and/or full or partial incapacity for work. In the event of full or partial non-compliance with the obligation to inform, Tentoo shall be justified in refusing with retroactive effect a payrolling assignment that it has already accepted. Each of the parties involved is obliged in such an event to give its full cooperation in undoing any work already done by Tentoo. Article 4: Payments 4.1 The Client shall at all times be obliged to pay each invoice of Tentoo within fourteen days of the invoice date by direct debit, unless explicitly agreed otherwise in writing between the Client and Tentoo. 4.2 Only payments made directly to Tentoo or to a (legal) person explicitly authorised in writing by Tentoo to collect, shall lead to discharge. Payments to the Contractor or third parties, the advance payments to the Contractor or third parties and/or payments of any kind to others, are not allowed, or at least will have no effect whatsoever on Tentoo. Deviation therefrom is possible only if and insofar as Tentoo has been notified thereof in advance in writing and this was expressly approved by Tentoo. 4.3 Amortisation, setting-off of debts, settlement or suspension of or against any payment obligation of the Client is never permitted. 4.4 Any payment made to Tentoo will first be deducted from the collection costs owed and then from the interest due. The amount remaining after deduction of these interests and costs will then be allocated to the principal. In the event that multiple invoices are left unpaid, the payment will be allocated to the principal of the latest or most recent invoice after settlement of interest and costs. 4.5 A copy of an invoice sent by Tentoo shall constitute full proof. 4.6 Without prejudice to the provisions of Articles 12.4 and 18 of these General Terms and Conditions, both the Client and the Contractor are responsible for the accuracy and clarity of the wage agreements made between them. 4.7 Queries regarding an invoice and/or complaints as referred to in Article 6:89 BW regarding the services provided or to be provided by Tentoo arising from the wage agreements referred to in Article 4.6 of these General Terms and Conditions, must be received by Tentoo, in writing, within fourteen days of the invoice date. After this period, both the Client and the Contractor are deemed to have agreed to the specifications of the relevant invoice and/or performance of Tentoo, including the wage payments to the Contractor. Complaints regarding the performance of Tentoo, objections to invoice amounts or disputes about the accuracy thereof and/or wage payments shall not suspend the payment obligation of the Client. 4.8 If the Client is in default with regard to the payment of any amount and/or has provided insufficient security, Tentoo shall be entitled to suspend its own work and/or the work to be delivered by the Contractor, without prejudice to the provisions of Article 3.4 of these General Terms and Conditions. This suspension is without prejudice to the Client’s agreed obligations, even if no work is delivered by the Contractor. In such cases, the Client is obliged to accept the suspension without this resulting in any (reimbursement) obligation by Tentoo. If such a situation arises, the Contractor is entitled to impose a deadline of ten days within which Tentoo should consider whether it wishes to maintain its contractual position or terminate the contract, as a result of which the rights and obligations such as described in, inter alia, Article 4.2 of these General Terms and Conditions will expire, and the Contractor may appeal directly to the Client. In such a situation, the Client has the obligation towards the Contractor to maintain at least the same performance and obligations as the Client owed Tentoo. Article 5: Surcharge/contractual interest/collection costs/collection measures 5.1 If one of Tentoo’s invoices remains unpaid within fourteen days after the invoice date, the mere fact of expiry of that period will lead to the imposition, with retroactive effect, of a credit surcharge of two per cent over the principal amount. The Client is obliged at all times to pay the outstanding invoice amount, where applicable plus the credit surcharge, within thirty days of the invoice date. 5.2 If the Client fails to make payment within a period of thirty days, the Client will automatically be in default. As of thirty days after the invoice date, the Client shall owe Tentoo two percent interest per month, or part thereof, over the principal (the invoice amount, plus the surcharge as referred to in Article 5.1 of these General Terms and Conditions). 5.3 The Client must pay Tentoo the costs of obtaining payment out of court or the costs of collection. By way of departure from Article 6:96 paragraph 5 BW, the collection costs payable by a Client acting in the exercise of a profession or conduct

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of a business will be determined as follows: - If the claim (principal and interest) is for an amount up to € 25,000, the collection costs will be: Principal and interest up to: Fee excluding VAT: • € 250 € 37 • € 500 € 75 • € 1,250 € 150 • € 2,500 € 300 • € 3,750 € 450 • € 5,000 € 600 • € 10,000 € 700 • € 20,000 € 800 • € 25,000 € 1,000 If the claim (principal and interest) amounts to more than € 25,000, the collection costs are equal to two points of the applicable liquidation rate (www.rechtspraak.nl/liquidatarief) in the first instance, subject to a maximum of 15% of the claim (principal plus interest). 5.4 The Client owes Tentoo the collection costs as referred to in Article 5.3 of these General Terms and Conditions once activities have been undertaken, both internally and externally, to obtain payment out of court by and/or on behalf of Tentoo. Internal activities are understood to mean the activities of Tentoo’s debtor department including, but not limited to, preparing a collection file, collecting information and requesting commercial and other information, sending one or more payment reminders / warnings and conducting correspondence about the claim. External activities are understood to mean, but are not limited to, the activities of third parties, including preparing a collection file, collecting information and requesting commercial and other information, sending one or more warnings/summons or letters and conducting other correspondence about the claim. 5.5 To the extent necessary, the Contractor will assign its claim(s) on Client(s) for collection to Tentoo in the sense that the Contractor allows Tentoo to collect the claim(s) in its own name, and Tentoo accepts this burden as far as Tentoo deems this necessary at its own discretion. Tentoo may at any time and with immediate effect terminate the accepted mandate without any special notice being required. Article 6: Terms of delivery contract partner

6.1 Due to the specific nature of the services provided by Tentoo, any General Terms and Conditions applied by the Client and/or the Contractor explicitly do not apply to agreements concluded with Tentoo, unless agreed otherwise in writing. In the event of uncertainties and/or inconsistencies between the General Terms and Conditions used by the respective parties, the General Conditions applied by Tentoo shall prevail at all times. Article 7: Interim rate changes

7.1 Changes in fee as a result of changes in, or as a result of legislation and regulations, such as tax and social security laws and regulations, will be charged to the Client as of the effective date and are, notwithstanding the provisions of Articles 12.2 and 12.4 of these General Terms and Conditions, therefore owed by the Client to Tentoo, even if these changes occur during the term of the contract for services / hiring contract. 7.2 In case of a change of a general, social and/or economic nature in the Netherlands that is such that the parties can no longer reasonably be considered to be bound by the provisions regarding remuneration, the parties will consult concerning the changes to be made during the term of the agreements to which these General Terms and Conditions apply. Article 8: Explanation of the terms and conditions and choice of law 8.1 The competent court of jurisdiction in Amsterdam shall settle any disputes that may arise between the parties by virtue of agreements to which these General Terms and Conditions apply, unless determined otherwise by mandatory rules of jurisdiction. At the request of one of the parties, the competent court in Amsterdam shall provide a decisive answer in the event of a disagreement on the interpretation of the General Terms and Conditions of Tentoo. 8.2 All agreements between the Client and Tentoo and the Contractor shall be governed exclusively by Dutch law. Article 9: Recruitment and selection; role of employer 9.1 Tentoo explicitly refrains from recruitment and selection of both the Client and the Contractor. Tentoo may provide advice without any judicial or financial consequences. 9.2 The recruitment and selection of a Contractor shall be entirely at the responsibility and risk of the Client. 9.3 The recruitment and selection of a Client shall be entirely at the responsibility and risk of the Contractor. 9.4 Both the Contractor and the Client are expected to be familiar with the content of the assignment or work as well as with the qualities of the performance delivered by the Contractor and shall agree to this by performing the assignment or work, whereby Tentoo cannot be held liable for the quality of the performance delivered by the Contractor. Neither can Tentoo be held liable for any loss incurred by the Client if, for whatever reason and in whatever way, the quality of the performance proves to be insufficient or inadequate. Any objections and/or complaints with regard to the performance of the assignment and/or services / work (or the quality) of the performance delivered by the Contractor shall not suspend the payment obligation of the Client. 9.5 In payment situations, Tentoo will act as the sole (fictitious) employer of the Contractor. Direct agreements between the Contractor and the Client are not allowed under any circumstances and shall not bind Tentoo in any way. 9.6 The Client is not allowed to act as an employer towards the Contractor or third parties or to pose or describe itself as such. Where appropriate, the Client should refer the Contractor and/or third parties to Tentoo as employer. If, by any acts (or

omissions thereof), the Client assumes the legal role of employer in such a way that it may be regarded as a (temporary) employer within the meaning of Article 7:610 and 7:690 BW, the Client shall be fully accountable and responsible therefore (also against the Contractor, but explicitly not limited thereto), and the Contractor will not be able to hold Tentoo accountable for the consequences. In the aforementioned case, the Client must indemnify and hold harmless Tentoo from all claims of the Contractor and/or third parties (such as the Tax and Customs Administration, corporate funds, and the like, but explicitly not limited thereto). 9.7 Without prejudice to Article 9.6 of these General Terms and Conditions, the Client has the authorisation to give instructions to the Contractor regarding the performance of the contract as stipulated in Article 7:402 BW. Article 10: Safety and indemnification 10.1 The Client is obliged to Tentoo and the relevant Contractor to take measures and provide instructions in such a way that the relevant Contractor is instructed about, protected from and insured against any danger for body, virtue and property as can be reasonably demanded in relation to the nature of the work, all of this as if the Contractor were a ‘regular’ employee of the Client. 10.2 In this context, the Client remains obliged to meet its obligations pursuant to Section 5 of the Working Conditions Act (Arbowet)/Section 11 of the Posting of Workers by Intermediaries Act (WAADI) and therefore to provide Tentoo with the description from the risk inventory and evaluation (‘RI&E’) of the dangers and risk-reducing measures and of the risks for the Contractor at the workplace to be occupied, as stipulated in the stated regulations, before the start of the posting and/or the work concerned. Tentoo authorises the Contractor to accept the Client's documents on its behalf and authorises and instructs the Client to provide these documents to the Contractor as Tentoo's representative. 10.3 Both the Client and the Contractor will ensure that an additional copy of the relevant documents as stipulated in Article 10.2 is also made available to Tentoo immediately on request. Before the work is started, the Contractor is obliged to read the relevant documents carefully and act in accordance with them. 10.4 In every situation as stipulated in Article 10.1, the Client shall meet (by analogy) the provisions of Article 7:658 of the Dutch Civil Code (BW). In this, the Client will take over all of Tentoo's (employer) obligations as the (notional) employer. The Client indemnifies Tentoo against any claim pursuant to Article 7: 658 BW, Section 11 of the WAADI and/or Section 5 of the Arbowet. 10.5 If the Client does not comply (fully or sufficiently) with the obligations referred to above (Articles 10.1 to 10.4), the Client shall be bound to compensate Tentoo and/or all those affected for damages suffered as a consequence or still to be suffered, all of this in the broadest sense of the word. 10.6 If the Contractor is involved in an occupational accident or suffers an occupational disease, the Client must ensure that a report of this accident or disease is drawn up immediately by the relevant authorities, explicitly including the Labour Inspectorate, in which the facts of the accident or disease are recorded in such a way that it can be determined whether and to what extent the accident or disease is due to the fact that insufficient measures were taken to prevent such an occupational accident or occupational disease. 10.7 In the event an occupational accident occurs, the Client as well as the Contractor must each report this to Tentoo without delay. 10.8 The Contractor shall now and for henceforth transfer to Tentoo any claims on the Client and/or third parties which he or she may receive on the basis of loss of income on any grounds whatsoever, which might be attributable to the Client and/or third parties, or shall commit himself or herself to proceed to such transfer once the claim has become transferable and if Tentoo lays claim on the transfer. Article 11: Liability for damage 11.1 Notwithstanding the provisions of Articles 9 and 10 of these General Terms and Conditions, Tentoo shall in no way be responsible or liable for any damage or loss which the Contractor may have caused the Client or third parties, for any services and/or work carried out within or outside the field of employment of the job description of the Contractor or within or outside the framework of the work agreed upon contractually, unless the law expressly provides otherwise. In any case, the loss for which Tentoo can be held liable is capped at an amount of € 2,500,000 (in words: two million five hundred thousand euros) per event, which is the maximum amount for which Tentoo has insured its liability. 11.2 Notwithstanding the provisions of Article 9.5 of these General Terms and

Conditions, Tentoo is not liable for agreements concluded between the Contractor and the Client or which have come about otherwise with each other or with third parties, except with the express written consent of Tentoo. Article 12: Basis for the invoices 12.1 Tentoo’s invoices are drawn up on the basis of the completed contract for services (job sheet) signed by both the Client and the Contractor or on the basis of a digitally delivered contract for services (my.tentoo-job sheet). The Contractor cannot derive any rights from a job sheet / contract for services that has not been cosigned by the Client, neither can Tentoo be held responsible for the payment of an incompletely signed job sheet. 12.2 Without prejudice to the provisions of Articles 4.6 and 18 of these General Terms and Conditions, the agreements concluded between the Contractor and the Client must be in accordance with the applicable laws and legislation. In the event the agreements concluded between the Contractor and the Client are not in accordance with the above, Tentoo shall hereby be irrevocably authorised by the Contractor and the Client to bring those agreements in line therewith. If Tentoo does so, the agreements adjusted by Tentoo apply as a contract for services (job sheet) approved by the Contractor and the Client, and the Client will be invoiced on the basis thereof. This without prejudice to the obligation of the Client to pay the invoice to Tentoo. 12.3 Tentoo will calculate the ‘wage bill’ based on the job sheet. The wage bill includes a risk percentage estimated by Tentoo based on its experience, knowledge and customs in the industry. The lump-sum nature of this estimate prevents Tentoo

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from being held to offset individual cases in the broadest sense of the word on the grounds that, in practice or in individual cases, the risks do not occur or occur to a lesser extent, or did not occur at all, and from otherwise being held accountable or responsible in this matter. 12.4 Without prejudice to the provisions Article 4.6 and 7.1 of these General Terms and Conditions, any legal or contractual payment obligations arising directly or indirectly from the agreement, even if they are not contractually stipulated or laid down (in the job sheet), shall be borne by the Client. Tentoo will charge the Client for the relevant obligations, without prejudice to Article 7.1 of these General Terms and Conditions plus the VAT due and reimbursement of its fee, as specified in Article 13.1 of these General Terms and Conditions. 12.5 The Client shall ensure that the contract for services or the separately specified agreement is completed correctly and accurately with regard to the agreed salary, expenses and time sheets, as well as that it is returned to Tentoo in a timely manner or at the earliest opportunity.

12.6 In the event the statement provided to Tentoo is inaccurate or incomplete, it is primarily the responsibility of the Client to ensure the appropriate corrections are made. If the task has already been performed by Tentoo, Tentoo shall not be obliged to pay restitution, recovery of costs, and so on, unless it should immediately have been clear to Tentoo that the statement could not be correct. If an insufficient amount has been paid to the Contractor due to an incorrect statement received by Tentoo, the Client should, with due observance of the provisions of Article 4.6 of these General Terms and Conditions, determine in consultation with the Contractor whether, and if so, what correction should be made. In view of the responsibility of the Contractor in reaching remuneration agreements and the control or submission of the information on the job sheet to Tentoo, the Contractor cannot claim any statutory (commercial) interest and/or other increases in the event that a correction should be made afterwards. 12.7 In the event of any differences between the documentation submitted to Tentoo concerning the provisions of Articles 12.1 to 12.5 inclusive, of these General Terms and Conditions and the copy of the Client, the document submitted to Tentoo for the purpose of payment and drawing up the invoice shall, without prejudice to the provisions of Article 4.6, be used as full proof, barring proof provided by the Client that the stated difference cannot be attributed to the Client. 12.8 If the Client fails to comply with its obligation as stated in Article 12.5 of these General Terms and Conditions and therefore fails to cooperate in the provision of the proof that is binding for the three parties, Tentoo, the Contractor and the Client, an employee of Tentoo may, based on the information he or she has collected, determine the salary, expenses and hours worked, which will be binding to all parties. The Client and the Contractor are permitted to bring an action for annulment before the competent court in Amsterdam, if Tentoo could not reasonably have determined this, whereby the Client must in any case, also involve the Contractor and vice versa. 12.9 Within 10 days after it should reasonably have become clear that the Contractor is entitled to (wage) claims other than those already specified to Tentoo, the Client is required to report this to Tentoo. Tentoo will then try to come to a solution with due observance of Article 12.8 of these General Terms and Conditions. If the Client fails to (timely) inform Tentoo, Tentoo shall be entitled to charge the Client for all wage costs, costs for the payment/continued payment of wages, as well as any counselling costs, delay and interest costs, etc. during the period required to come to a solution with the Client. 12.10 If the Client terminates the hiring agreement at its request or if the hiring agreement is terminated at the request of the Client, the Client will remain bound vis- à-vis Tentoo by its current (payment) obligations relating to the work performed by a Contractor at/for the Client, as well as by any (future) costs related to the termination of the contract with the Contractor, if Tentoo still has an obligation to continue making payment under the current contracts with the Contractor. The Client shall indemnify Tentoo for any (future) costs for the termination of the contract with the Contractor, including any court costs, which shall also include the actual costs of legal assistance (legal and other costs). Article 13: Fee of Tentoo and change in fee as a result of changed agreements 13.1 Unless expressly agreed otherwise and without prejudice to the provisions of Article 3.3 of these General Terms and Conditions, Tentoo charges the fee agreed upon for the performance of the contract plus an administrative fee of 6% over the total aforementioned fee for the services it provides, plus the expenses, surcharges, etc. it is required to pay, whereby the minimum amount of the administrative fee is € 9.00, to all of which the VAT due should be added, unless a VAT exemption applies to the contract to be performed. Unless otherwise specified by the Client and the Contractor on the job sheet, the fee charged by Tentoo will exceed the total remuneration(s) to be paid as agreed by the Client and the Contractor. 13.2 Tentoo shall be entitled to change its administrative fee as referred to in Article 13.1 of these General Terms and Conditions at any time. Tentoo will inform the Client in writing of its intention to change the administrative fee it should pay. In this notification, Tentoo will specify the amount of the changed administrative fee and the date on which the change will take effect. If the Client does not accept the change in administrative fee notified by Tentoo, the Client will be entitled to terminate the agreement in writing within seven working days of the notification or to cancel the assignment prior to the date on which the change will take effect as stated in the notification of Tentoo. 13.3 If the Contractor agrees to an interim change in salary with the Client for the contract to be performed, Tentoo will process this salary in its administration, invoices and payments. If Tentoo has not been informed of the change in a timely manner and a correctional entry is required, Tentoo will charge an amount of € 12.50 for each change to be implemented. Article 14: Prohibition of transfer of rights and obligations

14.1 The Client is not entitled to transfer any rights and obligations arising from the agreements with Tentoo without the written approval of Tentoo. 14.2 Any claims of the Client arising from the agreements with Tentoo are non- transferable as provided for in Article 3:83 (2) BW.

14.3 The Contractor is required to perform the agreed work personally. The Contractor is not permitted to call in a replacement without the written permission of the Client. 14.4 If the Contractor is replaced with the permission of the Client, the Contractor shall be bound to agree with the replacement involved that the agreement originally entered into with the Client and with the original Contractor shall be applicable, as well as these General Terms and Conditions. Article 15: Duration and termination of the assignment 15.1 The duration of the assignment based on which the Contractor performs his or her services and/or work will be determined independently by the Contractor in consultation with the Client. The duration will be specified in the contract for services or in a separately specified agreement. 15.2 Unless agreed otherwise in writing, the contract / agreement with Tentoo shall commence on the first date / working day stated on the job sheet, notwithstanding the provisions of Article 3.2 of these General Terms and Conditions. The contract / agreement with Tentoo shall end on the last date / working day stated on the same job sheet, unless agreed otherwise in writing. Tentoo will always settle the payment of a contract / job sheet in accordance with the situation of termination of a contract / agreement with Tentoo, unless otherwise agreed in writing. 15.3 If the Client deviates from the agreed duration of the assignment without timely informing Tentoo thereof, the Client shall always be fully liable for any damage incurred by the Contractor and/or Tentoo, or the Client shall indemnify Tentoo for any arising payment obligations of Tentoo. Tentoo cannot be held liable for any damage incurred by the Client or the Contractor. 15.4 Tentoo must indemnify the Client against claims against or made by the tax authorities and the Employee Insurance Agency (UWV) under the Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act, and also against all payment obligations vis-à-vis the tax authorities or the Employee Insurance Agency (UWV) arising from the payments made by Tentoo to the Contractor. However, the above is limited to the extent to which the Client has actually paid Tentoo the relevant amounts invoiced to the Client by Tentoo in this respect. 15.5 In the event of a dispute between the Contractor and the Client with regard to the duration and/or termination of the contract, neither party shall be entitled to compensation for material or immaterial damage suffered. Article 16: Increase as a result of change in laws and legislation and in CLA 16.1 If, during the term of the contract or agreement, the remuneration of the Contractor is increased as a result of any action by the government or any competent body, or if the employer's contribution is increased due to modification or implementation of any regulation of the competent authority in premiums or other social expenses under social insurance laws and/or tax laws, Tentoo will charge this increase to the Client as of the effective date of the increase. Article 17: Holidays

17.1 As a self-employed worker, the Contractor is not entitled to paid holidays. Article 18: Tentoo operating company, working hours and salary 18.1 The Contractor and the Client are aware that Tentoo Holding offers multiple forms of remuneration, whereby the consequences under employment law are different for each operating company. The Contractor determines autonomously and independently in consultation with the Client by which operating company of Tentoo Holding the contract will be remunerated, as well as the job description and the remuneration of the job and the working hours of the work to be performed. These working hours are accounted for in the contract for services or in a separately specified agreement. 18.2 Without prejudice to the provisions of Article 4.5 of these General Terms and Conditions, the Contractor will independently and in independent consultation with the Client establish the salary and any expenses for the work the Contractor performs via Tentoo, including overtime, allowances for shift work and working on Sundays and holidays (excluding VAT), unless explicitly indicated otherwise. The amount of the salary and the payment of expenses will be specified in the contract for services or in a separately specified agreement. 18.3 That which has been agreed between the Contractor and the Client in Articles 18.1 and 18.2 of these General Terms and Conditions shall be regarded as a fact by Tentoo. Tentoo shall accept no responsibility for that which has been agreed in this regard between the Client and the Contractor, nor can Tentoo be held liable for this. The Client will indemnify Tentoo against any claims of the Contractor under Article 18.1 and Article 18.2 of these General Terms and Conditions. Article 19: Obligations of the Contractor and the Client with regard to (personnel) administration

19.1 The contractor shall at all times be responsible for providing Tentoo with a copy of a valid passport or identity card of the Contractor. If, at the time of payment, Tentoo does not possess a copy of a valid passport or identity card of the Contractor, Tentoo shall be entitled to suspend payment of the Contractor until the Contractor has complied with this obligation towards Tentoo. Suspension of payment for the reason specified above can never lead to an obligation to compensate the Contractor and/or the Client for Tentoo. 19.2 The Contractor and the Client are obliged to preserve all administrative documents (including those entered into / created in my.tentoo) regarding a payment made by Tentoo, in particular the administrative documents mentioned in this article, as well as invoices and job sheets and others, (whether or not in digital form) for 5 years after termination of the relevant payrolling assignment. Article 20: Best efforts obligation with regard to employed persons’ insurance schemes

20.1 Based on the information the Contractor entered on the registration form and the wish expressed in his or her statement to be registered under the Special Cases (Employment Relationship Equivalent to Position of Employment) Decree, Tentoo will

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assess whether the Contractor can be remunerated on the basis of this decree. 20.2 If Tentoo concludes that the situation as referred to in Article 20.1 of these General Terms and Conditions occurs, Tentoo will register the Contractor with the social security institutions and pay the fee, taxes and contributions agreed with the Client. Tentoo is only subject to a best efforts obligation. Tentoo can therefore not be held liable in the event the implementing body (afterwards) decides that the Contractor was not insured under the Special Cases (Employment Relationship Equivalent to Position of Employment) Decree. In that case, the Contractor can only recover the contributions paid by Tentoo from the Employee Insurance Agency (UWV), which does not give rise to an obligation for Tentoo to fully or partially refund or cancel the contributions or take whatever other action. Article 21: Illness 21.1 In the event of disability of the Contractor, as far as the Contractor on the basis of the Health Insurance Act (Article 5 of the Health Insurance Act) is covered under the Special Cases (Employment Relationship Equivalent to Position of Employment) Decree, the Contractor may be entitled to UWV sickness benefit from the third day of his illness. In the event of illness or disability, it is the responsibility of the Contractor to inform the Employee Insurance Agency (UWV) thereof as soon as possible, yet no later than on the second day of illness. 21.2 Tentoo cannot be held responsible for the fact that the Contractor does not report sick to the UWV in time or for the fact that the UWV decides that the Contractor is not entitled to sick pay. Article 22: Transitional provisions 22.1 These General Terms and Conditions apply with immediate effect to agreements concluded prior to the date of filing of these General Terms and Conditions, unless the nature of the amendments to the respective articles is reasonably incompatible with this or the Client and/or the Contractor has expressly objected to their applicability. 22.2 Tentoo may amend these General Terms and Conditions at any time. The General Terms and Conditions amended by Tentoo apply vis-à-vis the Contractor and the Client from thirty days after he or she has been informed of the amendment, in writing, unless the Contractor and the Client have notified Tentoo of their objection to the amendments, in writing, within this period. In the latter case, the unchanged General Terms and Conditions will continue to apply between the parties, however, for no longer than six months from the end of the aforementioned thirty-day period. If the Agreement continues beyond that six-month period, from that time onwards the amended General Terms and Conditions will apply to the Agreement. These General Terms and Conditions have been filed with the Chamber of Commerce and Industry in Amsterdam and apply for an indefinite period. TENTOO Directors Cast & Crew B.V. Maassluisstraat 2 1062 GD Amsterdam PO Box 2642 1000 CP Amsterdam T +31 (0)20 420 20 70 F +31 (0)20 625 16 55 [email protected] www.tentoo.nl

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General Terms and Conditions Tentoo Flexolutions B.V.

Article 1: Definitions In these General Terms and Conditions of Tentoo, the terms below are defined as follows:

1.1 Tentoo: The private company with limited liability Tentoo Flexolutions B.V., with registered office in Amsterdam.

1.2 Contractor: The natural person, contractor, temporary worker and/or flex worker who, on the basis of a temporary employment contract, flexible working contract or payroll contract performs or will perform services/work for a Client (third party).

1.3 Client (third party): The natural person and/or legal entity on whose behalf Tentoo provides services and/or performs work under a contract for services as part of the triangular relationship Client-Tentoo-Contractor.

1.4 Temporary worker, Flex worker, payroller, contractor: The natural person who, on the basis of a temporary employment contract, flexible working contract or payroll contract with Tentoo performs or will perform services/work for the client (third party) and who will be referred to herein as the “Contractor”.

1.5 Temporary employment contract, flexible working contract, payroll contract: The employment contract between Tentoo and the Contractor as referred to in Article 7:690 of the Dutch Civil Code (hereinafter “BW ”), which is established only through acceptance by Tentoo of the contract for services / the job sheet, presented jointly by the Contractor and the Client, in which Tentoo, as an employer, will make the Contractor, as a temporary worker, available to the Client (third party) within the framework of conducting Tentoo’s professional or business activities, in order to perform work pursuant to an assignment issued to Tentoo, under the supervision and management of the Client (third party).

1.6 Contract for services, job sheet: Tentoo's completed, itemised job overview, signed by the Contractor and the Client (the so-called job sheet), based on which Tentoo performs its services.

1.7 Hiring agreement: The agreement between the Client and Tentoo on the basis of which Tentoo’s services are provided to the Client. As a rule, the contract for services as referred to in Article 1.6 of these General Terms and Conditions (the job sheet) is sometimes extended / supplemented by a separate agreement (the hiring agreement).

Article 2: Applicable General Terms and Conditions 2.1 These General Terms and Conditions apply to all offers, quotations, order confirmations, contracts for services and other contracts and agreements between Tentoo and the Client and the Contractor.

2.2 Legal relationships between Tentoo and the Client are also subject to the General Terms and Conditions of the Dutch Association of Intermediary Organisations and Temporary Employment Agencies (AV-NBBU) and the collective labour agreement of the Dutch Association of Intermediary Organisations and Temporary Employment Agencies (NBBU-CLA), as stated in the NBBU CLA at the start of the respective (temporary employment) contracts. In the event that the NBBU CLA changes during the term of the agreement, these changes shall apply to the agreement if this arises from the changed NBBU CLA. In the event of any discrepancies, the General Terms and Conditions referred to in Article 2.1 shall prevail over the AV-NBBU. Without prejudice to the provisions of Article 10 of these General Terms and Conditions, the Client shall be obliged vis-à-vis Tentoo and the Contractor to implement the obligations as formulated in Articles 10, 21 and 24 of the NBBU CLA as if the Client itself were the employer or temporary employer of the Contractor. The Client shall indemnify Tentoo in that regard by analogy in the same way and to the same extent as determined in the last sentences of Articles 10.1 and 10.4 of these General Terms and Conditions.

2.3 In legal relationships entered into with Tentoo, these General Terms and Conditions shall only apply to the Contractor to the extent that these General Terms and Conditions do not conflict with the NBBU CLA. In the event of any discrepancies between these General Terms and Conditions and the NBBU CLA, the provisions of the NBBU CLA shall prevail.

2.4 These General Terms and Conditions shall also apply to any (subsequent) offer, (subsequent) agreement, (subsequent) assignment and/or order confirmation that build on and/or arise from any previously concluded agreement to which these General Terms and Conditions have been declared applicable, unless determined otherwise in writing.

2.5 Any deviations from these General Terms and Conditions shall only be applicable if explicitly agreed upon and confirmed in writing by Tentoo.

2.6 Should one or more provisions of these General Terms and Conditions be null and void or annulled, the other provisions of these General Terms and Conditions shall continue to apply in full. In this event, Tentoo and the Client and/or Contractor will confer in order to agree new provisions to replace the null and void or annulled provisions, taking the fullest possible account of the intention and tenor of the original provisions.

2.7 In the consultation with the Client as specified in Article 18 of these General Terms and Conditions, the Contractor is required to explain on behalf of Tentoo that these General Terms and Conditions shall apply to any (future) contract Tentoo will conclude with a Client based on the agreements made between the Client and the Contractor, as well as provide the Client with a copy of these General Terms and Conditions prior to or upon concluding that contract or prior to the commencement of the work. If, for whatever reason, the Contractor fails to do so, the Contractor shall be fully liable for all damages and/or (future) costs incurred by Tentoo as a result. In this case, Tentoo will also be authorised and entitled to cancel any payments already made, and the Contractor will be required to repay all amounts he or she has

received from Tentoo under the relevant agreement no later than within fourteen days of a request to that effect from Tentoo. Article 3: Quotations/ acceptance/ suspension/ performance 3.1 All quotations made by Tentoo are only an invitation to enter into negotiations unless expressly stated otherwise in the quotation. Any wage calculations presented by Tentoo in quotations are merely indicative and therefore not binding; Tentoo may deviate therefrom within the margin stipulated in Article 7:752 paragraph 2 BW. 3.2 Tentoo is at all times free to refuse any contract/job sheet/purchase order it has been offered. Tentoo will only act as a contracting party after the explicit acceptance of an agreement or by implementing the provisions of the agreement (job sheet). The Contractor cannot derive any rights from a job sheet that has not (also) been signed by the Client. 3.3 Without prejudice to the provisions of Article 3.2 of these General Terms and Conditions, Tentoo shall be authorised and entitled to refuse performance of an agreement or job sheet it received from either the Client or the Contractor, to suspend its acceptance or to refuse (further) performance thereof if:

a. the job sheet is linked to work already performed prior to Tentoo receiving the job sheet for payment; b. the amount claimed on the job sheet exceeds € 4,500; c. the total amount claimed in invoices of Tentoo the Client has yet to pay exceeds € 5,000; d. the Client is established abroad; e. the Client has not demonstrated good payment behaviour in the (recent) past; and/or f. based on other grounds, Tentoo has good reason to fear that the Client will not, or not in a timely manner, comply with its payment obligations towards Tentoo.

In these cases, Tentoo shall be entitled to make the acceptance of the assignment or the performance of its work subject to payment by the Client to Tentoo of an advance payment to be determined by Tentoo. In such cases, Tentoo will also deviate from the standard fee as referred to in Article 13.1 of these General Terms and Conditions and be allowed to charge a higher percentage, this at the discretion of Tentoo. The foregoing also applies if it is established that the Contractor has incorrectly filled in the details of the Client on the job sheet and/or it is established that the person who signed the job sheet lacked the power of representation in order to conclude agreements for or on behalf of the Client or did not have the appropriate proxy thereto. 3.4 To the extent that this is legally allowed, the Contractor is only entitled to the performance to be provided by Tentoo, if and insofar the Client has fully obliged with its obligations towards Tentoo. 3.5 Tentoo is entitled to make the acceptance of orders subject to a credit limit, in other words, orders that exceed the credit limit are only accepted or processed if and insofar as the corresponding payment has been made. Unless agreed otherwise, the standard credit limit corresponds to an amount of € 5,000. 3.6 In the event that Tentoo refuses a payrolling assignment, but the Client still has the work performed or has already had the work performed, this will lead to the creation of a direct agreement between the Client and the Contractor, which may constitute an employment contract within the meaning of Article 7:610 BW. In the event of late payment of wages by the Client, for example, due to bankruptcy, the Contractor will have to invoke the so-called wage guarantee scheme (Article 61 Unemployment Insurance Act) within a reasonable time. Article 4: Payments 4.1 The Client shall at all times be obliged to pay each invoice of Tentoo within fourteen days of the invoice date by direct debit, unless explicitly agreed otherwise in writing between the Client and Tentoo. 4.2 Only payments made directly to Tentoo or to a (legal) person explicitly authorised in writing by Tentoo to collect, shall lead to discharge. Payments to the Contractor or third parties, the advance payments to the Contractor or third parties and/or payments of any kind, are not allowed, or at least will have no effect whatsoever on Tentoo. Deviation therefrom is possible only if and insofar as Tentoo has been notified thereof in advance in writing and this was expressly approved by Tentoo. 4.3 Amortisation, setting-off of debts, settlement or suspension of or against any payment obligation of the Client is never permitted. 4.4 Any payment made to Tentoo will first be deducted from the collection costs owed and then from the interest due. The amount remaining after deduction of these interests and costs will then be allocated to the principal. In the event that multiple invoices are left unpaid, the payment will be allocated to the principal of the latest or most recent invoice after settlement of interest and costs. 4.5 A copy of an invoice sent by Tentoo shall constitute full proof. 4.6 Without prejudice to the provisions of Articles 12.4 and 18 of these General Terms and Conditions, both the Client and the Contractor are responsible for the accuracy and clarity of the wage agreements made between them. In particular, the Client is responsible for ensuring compliance with the agreed remuneration with any applicable professional or industry collective agreement, in accordance with the remuneration level of the regular / permanent employees of the Client, all this in accordance with the pay equivalence rule set out in Section 8 of the Placement of Personnel by Intermediaries Act (hereinafter “Waadi”). The Client is required to keep the Contractor informed at all times of the employment conditions applicable within its organisation and to immediately and spontaneously inform the Contractor and Tentoo of any interim changes therein. Any omissions or inaccuracies in the information provided by the Client to the Contractor as specified in this paragraph shall be deemed default / culpable shortcoming of the Client against Tentoo.

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4.7 Queries regarding an invoice and/or complaints as referred to in Article 6:89 BW regarding the services provided or to be provided by Tentoo, arising from the wage agreements referred to in Article 4.6 of these General Terms and Conditions must be received by Tentoo, in writing, within fourteen days of the invoice date. After this period, both the Client and the Contractor are deemed to have agreed to the specifications of the relevant invoice and/or performance of Tentoo, including the wage payments to the Contractor. Complaints regarding the performance of Tentoo, objections to invoice amounts or disputes about the accuracy thereof and/or wage payments shall not suspend the payment obligation of the Client.

4.8 If the Client is in default with regard to the payment of any amount and/or has provided insufficient security, Tentoo shall be entitled to suspend its own work and/or the work to be delivered by the Contractor, without prejudice to the provisions of Article 3.4 of these General Terms and Conditions. This suspension is without prejudice to the Client’s agreed obligations, even if no work is delivered by the Contractor. In such cases, the Client is obliged to accept the suspension without this resulting in any (reimbursement) obligation by Tentoo. If such a situation arises, the Contractor is entitled to impose a deadline of ten days within which Tentoo should consider whether it wishes to maintain its contractual position or terminate the contract, as a result of which the rights and obligations such as described in, inter alia, Article 4.2 of these General Terms and Conditions will expire, and the Contractor may appeal directly to the Client. In such a situation, the Client has the obligation towards the Contractor to maintain at least the same performance and obligations as the Client owed Tentoo.

Article 5: Surcharge/contractual interest/collection costs/collection measures 5.1 If one of Tentoo’s invoices remains unpaid within fourteen days after the invoice date, the mere fact of expiry of that period will lead to the imposition, with retroactive effect, of a surcharge of two per cent over the principal amount. The Client is obliged at all times to pay the outstanding invoice amount, where applicable plus the surcharge, within thirty days of the invoice date.

5.2 If the Client fails to make payment within a period of thirty days, the Client will automatically be in default. As of thirty days after the invoice date, the Client shall owe Tentoo two percent interest per month, or part thereof, over the principal (the invoice amount, plus the surcharge as referred to in Article 5.1 of these General Terms and Conditions).

5.3 The Client must pay Tentoo the costs of obtaining payment out of court or the costs of collection. By way of departure from Article 6:96 paragraph 5 BW, the collection costs payable by a Client acting in the exercise of a profession or conduct of a business will be determined as follows: - If the claim (principal and interest) is for an amount up to € 25,000, the collection costs will be: Principal and interest up to: Fee excluding VAT: • € 250 € 37 • € 500 € 75 • € 1,250 € 150 • € 2,500 € 300 • € 3,750 € 450 • € 5,000 € 600 • € 10,000 € 700 • € 20,000 € 800 • € 25,000 € 1,000

If the claim (principal and interest) amounts to more than € 25,000, the collection costs are equal to two points of the applicable liquidation rate (www.rechtspraak.nl/liquidatarief) in the first instance, subject to a maximum of 15% of the claim (principal plus interest).

5.4 The Client owes Tentoo the collection costs as referred to in Article 5.3 of these General Terms and Conditions once activities have been undertaken, both internally and externally, to obtain payment out of court by and/or on behalf of Tentoo. Internal activities are understood to mean the activities of Tentoo’s debtor department including, but not limited to, preparing a collection file, collecting information and requesting commercial and other information, sending one or more payment reminders / warnings and conducting correspondence about the claim. External activities are understood to mean, but are not limited to, the activities of third parties, including preparing the collection file, collecting information and requesting commercial and other information, sending one or more warnings / summons letters and conducting other correspondence about the claim.

5.5 To the extent necessary, the Contractor will assign its claim(s) on Client(s) for

collection to Tentoo in the sense that the Contractor allows Tentoo to collect the claim(s) in its own name, and Tentoo accepts this burden as far as Tentoo deems this necessary at its own discretion. Tentoo may at any time and with immediate effect terminate the accepted mandate without any special notice being required.

Article 6: Terms of delivery contract partner

6.1 Due to the specific nature of the services provided by Tentoo, any General Terms and Conditions applied by the Client and/or the Contractor explicitly do not apply to agreements concluded with Tentoo, unless agreed otherwise in writing. In the event of uncertainties and/or inconsistencies between the General Terms and Conditions used by the respective parties, the General Conditions applied by Tentoo shall prevail at all times.

Article 7: Interim rate changes 7.1 Changes in fee as a result of collective obligations, and changes in, or as a result of legislation and regulations, such as tax and social security laws and regulations, will be charged to the Client as of the effective date and are, notwithstanding the provisions of Articles 12.2 and 12.4 of these General Terms and Conditions, therefore owed by the Client to Tentoo, even if these changes occur during the term of the contract for services / hiring contract.

7.2 In case of a change of a general, social and/or economic nature in the Netherlands that is such that the parties can no longer reasonably be considered to

be bound by the provisions regarding remuneration, the parties will consult concerning the changes to be made during the term of the agreements to which these General Terms and Conditions apply. Article 8: Explanation of the terms and conditions and choice of law 8.1 The competent court of jurisdiction in Amsterdam shall settle any disputes that may arise between the parties by virtue of agreements to which these General Terms and Conditions apply, unless determined otherwise by mandatory rules of jurisdiction. At the request of one of the parties, the competent court in Amsterdam shall provide a decisive answer in the event of a disagreement on the interpretation of the General Terms and Conditions of Tentoo. 8.2 All agreements between the Client and Tentoo and the Contractor shall be governed by Dutch law. Article 9: Recruitment and selection; role of employer 9.1 Tentoo explicitly refrains from recruitment and selection of both the Client and the Contractor. Tentoo may provide advice without any judicial or financial consequences. 9.2 The recruitment and selection of a Contractor shall be entirely at the responsibility and risk of the Client. 9.3 The recruitment and selection of a Client shall be entirely at the responsibility and risk of the Contractor. 9.4 Both the Contractor and the Client are expected to be familiar with the content of the assignment or work as well as with the qualities of the performance delivered by the Contractor and shall agree to this by performing the assignment or work, whereby

Tentoo cannot be held liable for the quality of the performance delivered by the Contractor. Neither can Tentoo be held liable for any loss incurred by the Client if, for whatever reason and in whatever way, the quality of the performance proves to be insufficient or inadequate. Any objections and/or complaints with regard to the performance of the assignment and/or services / work (or the quality) of the performance delivered by the Contractor shall not suspend the payment obligation of the Client. 9.5 In payment situations, Tentoo will act as the sole (fictitious) employer of the Contractor. The work of the Contractor is performed under the supervision and management of the Client, however, Tentoo shall always be regarded as the employer. Direct agreements between the Contractor and the Client are not allowed under any circumstances and shall not bind Tentoo in any way. 9.6 The Client is not allowed to act as an employer towards the Contractor or third parties or to pose or describe itself as such. Where appropriate, the Client should refer the Contractor and/or third parties to Tentoo as employer. If, by any acts (or omissions thereof), the Client assumes the legal role of employer in such a way that it may be regarded as a (temporary) employer within the meaning of Article 7:610 and 7:690 BW, the Client shall be fully accountable and responsible therefore (also against the Contractor, but explicitly not limited thereto), and the Contractor will not be able to hold Tentoo accountable for the consequences. In the aforementioned case, the Client must indemnify and hold harmless Tentoo from all claims of the Contractor and/or third parties (such as the Tax and Customs Administration, corporate funds, and the like, but explicitly not limited thereto). Article 10: Safety and indemnification

10.1 The Client is obliged to Tentoo and the relevant Contractor to take measures and provide instructions in such a way that the relevant Contractor is instructed about, protected from and insured against any danger for body, virtue and property as can be reasonably demanded in relation to the nature of the work, as if the Contractor were an employee of the Client. The Client shall in any case meet (by analogy) the provisions of Article 7:658 BW according to which the Client shall assume the obligations of Tentoo as the fictitious employer and indemnify Tentoo against any claims arising from Article 7:658 BW. If the aforementioned obligations have not been met, the Client shall be obliged to reimburse Tentoo for the loss, in the broadest sense of the word, incurred or to be incurred by Tentoo and/or the Contractor as a result of this. 10.2 If the Contractor is involved in an occupational accident or suffers an occupational disease, the Client must ensure that a report of this accident or disease is drawn up immediately by the relevant authorities, explicitly including the Labour Inspectorate, in which the facts of the accident or disease are recorded in such a way that it can be determined whether and to what extent the accident or disease is due to the fact that insufficient measures were taken to prevent such an occupational accident or occupational disease. 10.3 In the event an occupational accident occurs, the Client as well as the Contractor must each report this to Tentoo without delay. 10.4 The Client shall at all times indemnify Tentoo against any claims as defined in this article. 10.5 The Contractor shall now and for henceforth transfer to Tentoo any claims on the Client and/or third parties which he or she may receive on the basis of loss of income on any grounds whatsoever, which might be attributable to the Client and/or third parties, or shall commit himself or herself to proceed to such transfer once the claim has become transferable and if Tentoo lays claim on the transfer. Article 11: Liability for damage 11.1 Notwithstanding the provisions of Articles 9 and 10 of these General Terms and Conditions, Tentoo shall in no way be responsible or liable for any damage or loss which the Contractor may have caused the Client or third parties, for any services and/or work carried out within or outside the field of employment of the job description of the Contractor or within or outside the framework of the work agreed upon contractually, unless the law expressly provides otherwise. In any case, the loss for which Tentoo can be held liable is capped at an amount of € 1,250,000 (in words: one

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million two hundred and fifty thousand euros) per event, which is the maximum amount for which Tentoo has insured its liability.

11.2 Notwithstanding the provisions of Article 9.5 of these General Terms and Conditions, Tentoo is not liable for agreements concluded between the Contractor and the Client or which have come about otherwise with each other or with third parties, except with the express written consent of Tentoo.

Article 12: Basis for the invoices 12.1 Tentoo’s invoices are drawn up on the basis of the completed contract for services (job sheet) signed by both the Client and the Contractor or on the basis of a digitally delivered contract for services (my.tentoo- job sheet). The Contractor cannot derive any rights from a job sheet / contract for services that has not been cosigned by the Client, neither can Tentoo be held responsible for the payment of an incompletely signed job sheet.

12.2 Without prejudice to the provisions of Articles 4.6 and 18 of these General Terms and Conditions, the agreements concluded between the Contractor and the Client must be in accordance with the applicable legislation and regulations, any existing and/or applied terms of employment for/within the business of the Client as well as the Minimum Wage and Minimum Holiday Allowance Act. In the event the agreements concluded between the Contractor and the Client are not in accordance with the above, Tentoo shall hereby be irrevocably authorised by the Contractor and the Client to bring those agreements in line therewith. If Tentoo does so, the agreements adjusted by Tentoo apply as a contract for services (job sheet) approved by the Contractor and the Client, and the Client will be invoiced on the basis thereof. This without prejudice to the obligation of the Client to pay the invoice to Tentoo.

12.3 Tentoo will calculate the ‘wage bill’ based on the job sheet. The wage bill includes a risk percentage estimated by Tentoo based on its experience, knowledge and customs in the industry. The lump-sum nature of this estimate prevents Tentoo from being held to offset individual cases in the broadest sense of the word on the grounds that, in practice or in individual cases, the risks do not occur or occur to a lesser extent, or did not occur at all, and from otherwise being held accountable or responsible in this matter.

12.4 Without prejudice to the provisions in Article 4.6 and 7.1 of these General Terms and Conditions, any legal or contractual payment obligations and/or obligations under any applicable collective agreement, or pursuant to the customary conditions within the company of the Client as referred to in Article 8 of the Waadi imposed on the Contractor, arising directly or indirectly from the agreement, even if they are not contractually stipulated or laid down (in the job sheet), shall be borne by the Client. Tentoo will charge the Client for the relevant obligations, without prejudice to Article 7.1 of these General Terms and Conditions plus the VAT due and reimbursement of its fee, as specified in Article 13.1 of these General Terms and Conditions.

12.5 The Client shall ensure that the contract for services or the separately specified agreement is completed correctly and accurately with regard to the agreed salary, expenses and time sheets, and that the irrelevant columns or specifications have been crossed out, as well as that it is returned to Tentoo in a timely manner or at the earliest opportunity.

12.6 In the event the statement provided to Tentoo is inaccurate or incomplete, it is primarily the responsibility of the Client to ensure the appropriate corrections are made. If the task has already been performed by Tentoo, Tentoo shall not be obliged to pay restitution, recovery of costs, and so on, unless it should immediately have been clear to Tentoo that the statement could not be correct. If an insufficient amount has been paid to the Contractor due to an incorrect statement received by Tentoo, the Client should, with due observance of the provisions of Article 4.6 of these General Terms and Conditions, determine in consultation with the Contractor whether, and if so, what correction should be made. In view of the responsibility of the Contractor in reaching remuneration agreements and the control or submission of the information on the job sheet to Tentoo, the Contractor cannot claim any statutory interest and/or the increase under Article 7:625 BW in the event that a correction should be made afterwards.

12.7 In the event of any differences between the documentation submitted to Tentoo concerning the provisions of Articles 12.1 to 12.5 inclusive, of these General Terms and Conditions and the copy of the Client, the document submitted to Tentoo for the purpose of payment and drawing up the invoice shall, without prejudice to the provisions of Article 4.6, be used as full proof, barring proof provided by the Client that the stated difference cannot be attributed to the Client.

12.8 If the Client fails to comply with its obligation as stated in Article 12.5 of these General Terms and Conditions and therefore fails to cooperate in the provision of the proof that is binding for the three parties, Tentoo, the Contractor and the Client, an employee of Tentoo may, based on the information he or she has collected, determine the salary, expenses and hours worked, which will be binding to all parties. The Client and the Contractor are permitted to bring an action for annulment before the competent court in Amsterdam, if Tentoo could not reasonably have determined this, whereby the Client must in any case, also involve the Contractor and vice versa.

12.9 Within 10 days after it should reasonably have become clear that the Contractor is entitled to (wage) claims other than those already specified to Tentoo, the Client is required to report this to Tentoo. Tentoo will then try to come to a solution with due observance of Article 12.8 of these General Terms and Conditions. If the Client fails to (timely) inform Tentoo, Tentoo shall be entitled to charge the Client for all wage costs, costs for the payment/continued payment of wages, as well as any counselling costs, delay and interest costs, etc. during the period required to come to a solution with the Client.

12.10 If the Client terminates the hiring agreement at its request or if the hiring agreement is terminated at the request of the Client, the Client will remain bound vis- à-vis Tentoo by its current (payment) obligations relating to the work performed by a Contractor at/for the Client, as well as by any (future) costs related to the termination of the (temporary) employment contract with the Contractor, if Tentoo still has an

obligation to continue making payment under the current (temporary) employment contracts with the Contractor. The Client shall indemnify Tentoo for any (future) costs for the termination of the (temporary) contract with the Contractor, including any court costs, which shall also include the actual costs of legal assistance (legal and other costs). Article 13: Fee of Tentoo and change in fee as a result of changed agreements

13.1 Unless expressly agreed otherwise and without prejudice to the provisions of Article 3.3 of these General Terms and Conditions, Tentoo charges a 6% commission over the total wage bill for the services it provides, plus the expenses, surcharges, etc. it is required to pay, with a minimum commission amount of € 9.00, to all of which the VAT due should be added. Unless otherwise specified by the Client and the Contractor on the job sheet, the fee charged by Tentoo will exceed the total amount(s) to be paid as agreed by the Client and the Contractor. 13.2 Tentoo shall be entitled to change its commission as referred to in Article 13.1 of these General Terms and Conditions at any time. Tentoo will inform the Client in writing of its intention to change the commission it should pay. In this notification, Tentoo will specify the amount of the changed commission and the date on which the change will take effect. If the Client does not accept the change in commission notified by Tentoo, the Client will be entitled to terminate the agreement in writing within seven working days of the notification or to cancel the assignment prior to the date on which the change will take effect as stated in the notification of Tentoo. 13.3 If the Contractor agrees to an interim change in salary with the Client, Tentoo will process this salary in its administration and payments. If Tentoo has not been informed of the change in a timely manner and a correctional entry is required, Tentoo will charge an amount of € 12.50 for each change to be implemented. Article 14: Prohibition of transfer of rights and obligations

14.1 The Client is not entitled to transfer any rights and obligations arising from the agreements with Tentoo without the written approval of Tentoo. 14.2 Any claims of the Client arising from the agreements with Tentoo are non- transferable as provided for in Article 3:83 (2) BW. 14.3 The Contractor is required to perform the agreed work personally. The Contractor is not permitted to call in a replacement without the written permission of the Client. 14.4 If the Contractor is replaced with the permission of the Client, the Contractor shall be bound to agree with the replacement involved that the agreement originally entered into with the Client and with the original Contractor shall be applicable, as well as these General Terms and Conditions. Article 15: Duration and termination of the assignment 15.1 The duration of the assignment based on which the Contractor performs his or her services and/or work will be determined independently by the Contractor in consultation with the Client. The duration will be specified in the contract for services or in a separately specified agreement. 15.2 Unless agreed otherwise in writing, the contract / agreement with Tentoo shall commence on the first date / working day stated on the job sheet, notwithstanding the provisions of Article 3.2 of these General Terms and Conditions. The contract / agreement with Tentoo shall end on the last date / working day stated on the same job sheet, unless agreed otherwise in writing. Tentoo will always settle the payment of a contract / job sheet in accordance with the situation of termination of a contract / agreement with Tentoo, including settlement of holiday allowance and holidays, unless otherwise agreed in writing. 15.3 In the event that the agreements with Tentoo as referred to in the previous paragraph succeed each other uninterruptedly for a period of at least 6 months, the last agreement shall in any case end after a total of 78 working weeks, unless expressly agreed otherwise in writing with Tentoo. If, in the above case, the work is tacitly continued by the Client, this shall be under an employment agreement tacitly concluded with the Client. Such a situation shall never result in a tacit employment agreement with Tentoo. 15.4 If the Client deviates from the agreed duration of the assignment without timely informing Tentoo thereof, the Client shall always be fully liable for any damage incurred by the Contractor and/or Tentoo, or the Client shall indemnify Tentoo for any arising payment obligations of Tentoo. Tentoo cannot be held liable for any damage incurred by the Client or the Contractor. 15.5 Tentoo must indemnify the Client against claims against or made by the tax authorities and the Employee Insurance Agency (UWV) under the Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act, and also against all payment obligations vis-à-vis the tax authorities or the Employee Insurance Agency (UWV) arising from the payments made by Tentoo to the Contractor. However, the above is limited to the extent to which the Client has actually paid Tentoo the relevant amounts invoiced to the Client by Tentoo in this respect. 15.6 In the event of a dispute between the Contractor and the Client with regard to the duration and/or termination of the contract, neither party shall be entitled to compensation for material or immaterial damage suffered. Article 16: Increase as a result of change in laws and legislation and in CLA 16.1 If, during the term of the contract or agreement, the remuneration of the Contractor is increased as a result of any action by the government or any competent body, or if the employer's contribution is increased due to modification or implementation of any regulation of the competent authority in premiums or other social expenses under social insurance laws, tax laws and/or collective agreement adjustments, Tentoo will charge this increase to the Client as of the effective date of the increase.

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Article 17: Holidays 17.1 The Contractor determines the time and duration of the holiday, provided that the Contractor is entitled to holidays based on agreements made with the Client to that effect, and preferably not for the duration of the contract with the Client, unless agreed upon in consultation with the Client. Tentoo can only play an advisory role in this matter and can therefore not be held liable by the Contractor and/or the Client.

Article 18: Tentoo operating company, working hours and salary 18.1 The Contractor and the Client are aware that Tentoo Holding offers multiple forms of remuneration, whereby the consequences under employment law are different for each operating company. The Contractor determines autonomously and independently in consultation with the Client by which operating company of Tentoo Holding the contract will be remunerated, as well as the job description and the remuneration of the job and the working hours of the work to be performed. These working hours are accounted for in the contract for services or in a separately specified agreement.

18.2 Without prejudice to the provisions of Article 4.5 and Article 13.1 of these General Terms and Conditions, the Contractor will independently and in independent consultation with the Client establish the salary and any expenses for the performance of the Contractor's work, including overtime, allowances for shift work and working on Sundays and holidays (excluding VAT), unless explicitly indicated otherwise. The salary includes holiday allowance, holidays, short absence and public holidays, provided that the Contractor and the Client have not come to different written agreements, and shall include the employer’s contribution. The amount of the salary and the payment of expenses will be specified in the contract for services or in a separately specified agreement.

18.3 That which has been agreed between the Contractor and the Client in Articles 18.1 and 18.2 of these General Terms and Conditions shall be regarded as a fact by Tentoo. Tentoo shall accept no responsibility for that which has been agreed in this regard between the Client and the Contractor, nor can Tentoo be held liable for this, with the proviso that Tentoo will check whether the agreements regarding remuneration conflict with the Minimum Wage and Minimum Holiday Allowance Act. In such cases, Tentoo will amend the conflicting agreements in accordance with the provisions of Article 12.4 of these General Terms and Conditions. The Client will indemnify Tentoo against any claims of the Contractor under Article 18.1 and Article 18.2 of these General Terms and Conditions.

Article 19: Obligations of the Contractor and the Client with regard to (personnel) administration

19.1 The contractor shall at all times be responsible for providing Tentoo with a copy of a valid passport or identity card of the Contractor. If, at the time of payment, Tentoo does not possess a copy of a valid passport or identity card of the Contractor, Tentoo shall be entitled to suspend payment of the Contractor until the Contractor has complied with this obligation towards Tentoo. Suspension of payment for the reason specified above can never lead to an obligation to compensate the Contractor and/or the Client for Tentoo.

19.2 The Client is required to provide Tentoo with a legible copy of a valid identity card of the Contractor with the first contract for services or the first job sheet and, if applicable, of the employment permit.

19.3 On the first contract for services or the first job sheet, the Client must declare that the identity of the Contractor has been verified and by whom, in order to avoid mistaken identity. The contract for services or separate declaration must also be signed by the Contractor.

19.4 The Client consents and agrees that Tentoo and Tentoo’s certification institution perform random reviews of the procedure for identity checks at the Client’s organisation, either on-site or otherwise.

19.5 The Contractor and the Client are obliged to preserve all administrative documents (including those entered into / created in my.tentoo) regarding a payment made by Tentoo, in particular the administrative documents mentioned in this article, as well as invoices and job sheets and others, (whether or not in digital form) for 5 years after termination of the relevant payrolling assignment.

Article 20: Temporary employment clause and illness 20.1 For each payrolling assignment, Tentoo will stipulate the applicability of the clause referred to in Article 7: 691 (2) BW, in the sense that, upon request of Tentoo, always when the assignment of the Contractor with the Client ends, the agreement between the Client and Tentoo will also automatically end.

20.2 Each assignment is deemed to have been terminated with the notification of the Temporary worker / Contractor or the Client that the Temporary worker / Contractor is unable to perform the temporary work due to illness. To the extent necessary, the Client shall be deemed to have requested termination of the assignment. The Temporary worker / Contractor can report sick with either Tentoo or with the Client. Both Tentoo and the Client are required to inform the other party of the sickness notice.

20.3 At the first request of Tentoo, the Client shall confirm to Tentoo in writing that the Client indeed intended to terminate the assignment of the Temporary worker / Contractor with immediate effect upon his or her notice of disability, as referred to above.

Article 21: Redeployment effort 21.1 If the Contractor terminates the contract of assignment or the hiring agreement on his or her own initiative and Tentoo has a redeployment effort obligation under the Dismissals Decree as the temporary employment agency, the termination of the hiring agreement at the initiative of the Contractor shall constitute a reason for Tentoo to terminate the flex work contract on the grounds of commercial reasons, unless suitable work has been found and accepted by the Contractor within the redeployment period. The duration of the best efforts obligation for redeployment in a

different or suitable position, is determined only by the duration of the activities performed while employed by Tentoo. 21.2 It is known to the Contractor that Tentoo does not engage in recruitment and selection activities. In the event that Tentoo, as the temporary employment agency, were to be obliged to perform redeployment efforts under the Dismissals Decree, Tentoo will not perform these activities itself and instruct a third party (such as an outplacement agency) to perform these activities on its behalf. 21.3 The costs of the redeployment efforts as referred to in the previous paragraph are deducted from any transitional compensation owed by Tentoo to the Contractor. Article 22: Transitional provisions 22.1 These General Terms and Conditions apply with immediate effect to agreements concluded prior to the date of filing of these General Terms and Conditions, unless

the nature of the amendments to the respective articles is reasonably incompatible with this or the Client and/or the Contractor has expressly objected to their applicability. 22.2 Tentoo may amend these General Terms and Conditions at any time. The General Terms and Conditions amended by Tentoo apply vis-à-vis the Contractor and the Client from thirty days after he or she has been informed of the amendment, in writing, unless the Contractor and the Client have notified Tentoo of their objection to the amendments, in writing, within this period. In the latter case, the unchanged General Terms and Conditions will continue to apply between the parties, however, for no longer than six months from the end of the aforementioned thirty-day period. If the Agreement continues beyond that six-month period, from that time onwards the amended General Terms and Conditions will apply to the Agreement. These General Terms and Conditions have been filed with the Chamber of Commerce and Industry in

Amsterdam and apply for an indefinite period. TENTOO Flexolutions B.V.

Maassluisstraat 2 1062 GD Amsterdam PO Box 2642 1000 CP Amsterdam T +31 (0)20 420 20 70 F +31 (0)20 625 16 55 [email protected] www.tentoo.nl

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General Terms and Conditions Tentoo Flexsupport B.V.

Article 1: Definitions In these General Terms and Conditions of Tentoo, the terms below are defined as follows:

1.1 Tentoo: The private company with limited liability with registered office in Amsterdam: Tentoo Flexsupport B.V.

1.2 Contractor: Any natural person, contractor, temporary worker, flex worker, artist or freelancer who, on the basis of a temporary employment contract, flexible working contract or payroll contract performs or will perform services and/or work for a Client (third party).

1.3 Client (third party): Any natural person and/or legal entity on whose behalf Tentoo provides services and/or performs work under a contract for services as part of the triangular relationship Client-Tentoo-Contractor.

1.4 Temporary worker, Flex worker, payroller, contractor: Any natural person who, on the basis of a temporary employment contract, flexible working contract or payroll contract with Tentoo performs or will perform services/work for a Client (third party) on behalf of Tentoo Flexsupport.

1.5 Temporary employment contract, flexible working contract, payroll contract: The employment contract as referred to in Article 7:690 BW, which is established only through acceptance by Tentoo of the contract for services / the job sheet, presented by the Contractor and the Client, in which Tentoo, as an employer, will make the Contractor, as a temporary worker, available to the Client (third party) within the framework of conducting Tentoo’s professional or business activities, in order to perform work pursuant to an assignment issued to Tentoo, under the supervision and management of the Client (third party).

1.6 Hiring agreement: The agreement between the Client and Tentoo on the basis of which Tentoo’s services are provided to the Client. As a rule, the contract for services as referred to in Article 1.7 and Article 1.8 of these General Terms and Conditions (the job sheet) is sometimes extended / supplemented by a separate agreement.

1.7 Contract for services: Tentoo's completed, itemised job overview, signed by the Contractor and the Client (the so-called job sheet), based on which Tentoo Flexsupport performs its services.

1.8 Job sheet: The contract for services as referred to in Article 1.7 of these General Terms and Conditions.

Article 2: Applicable General Terms and Conditions 2.1 These General Terms and Conditions apply to all offers, quotations, order confirmations, contracts for services and other contracts and agreements between Tentoo and Clients and Contractors.

2.2 Legal relationships between Tentoo Flexsupport B.V. and the Client are also subject to the General Terms and Conditions of the Dutch Association of Intermediary Organisations and Temporary Employment Agencies (AV-NBBU) and the collective labour agreement of the Dutch Association of Intermediary Organisations and Temporary Employment Agencies (NBBU CLA), as stated in the NBBU CLA at the start of the contract. In the event that the NBBU CLA changes during the term of the agreement, these changes shall apply to the agreement if this arises from the changed NBBU CLA. In the event of any discrepancies, these General Terms and Conditions shall prevail over the AV-NBBU. Without prejudice to the provisions of Article 10 of the General Terms and Conditions, the Client shall be obliged vis-à-vis Tentoo and the Contractor to implement the obligations as formulated in Articles 10, 21 and 24 of the NBBU CLA as if the Client itself were the employer or temporary employer of the Contractor. The Client shall indemnify Tentoo in that regard by analogy in the same way and to the same extent as determined in the last sentences of Articles 10.1 and 10.4 of these General Terms and Conditions.

2.3 In legal relationships entered into with Tentoo Flexsupport B.V., these General Terms and Conditions shall only apply to the Contractor to the extent that these General Terms and Conditions do not conflict with the NBBU CLA. In the event of any discrepancies between these General Terms and Conditions and the NBBU CLA, the provisions of the NBBU CLA shall prevail.

2.4 Any deviations from these General Terms and Conditions shall only be applicable if explicitly agreed upon and confirmed in writing by Tentoo.

2.5 Should one or more provisions of these General Terms and Conditions be null and void or annulled, the other provisions of these General Terms and Conditions shall continue to apply in full. In this event, Tentoo and the Client and/or Contractor will confer in order to agree new provisions to replace the null and void or annulled provisions, taking the fullest possible account of the intention and tenor of the original provisions.

2.6 These General Terms and Conditions shall apply to any (subsequent) offer, (subsequent) agreement, (subsequent) assignment and/or order confirmation that build on and/or arise from any previously concluded agreement to which these General Terms and Conditions have been declared applicable, unless determined otherwise in writing.

2.7 In the consultation with the Client as specified in Article 18 of these General Terms and Conditions, the Contractor is required to explain on behalf of Tentoo that these General Terms and Conditions shall apply to any contract Tentoo will conclude with a Client based on the agreements made between the Client and the Contractor, as well as provide the Client with a copy of these General Terms and Conditions prior to or upon concluding that contract or prior to the commencement of the work. If, for whatever reason, the Contractor fails to do so, the Contractor shall be fully liable for all damages and/or (future) costs incurred by Tentoo as a result. In this case, Tentoo will also be authorised and entitled to cancel any payments already made, and the

Contractor will be required to repay all amounts he or she has received from Tentoo under the relevant agreement no later than within fourteen days of a request to that effect from Tentoo. Article 3: Quotations/ acceptance/ suspension/ performance 3.1 All quotations made by Tentoo are only an invitation to enter into negotiations

unless expressly stated otherwise in the quotation. Any wage calculations presented by Tentoo in quotations are merely indicative and therefore not binding; Tentoo may deviate therefrom within the margin stipulated in Article 7: 752 (2) BW. 3.2 Tentoo is at all times free to refuse any contract/job sheet/purchase order it has been offered. Tentoo will only act as a contracting party after the explicit acceptance of an agreement or by implementing the provisions of the agreement (job sheet). The Contractor cannot derive any rights from a job sheet that has not (also) been signed by the Client. 3.3 Without prejudice to the provisions of Article 3.2 of these General Terms and Conditions, Tentoo shall be authorised and entitled to refuse performance of an agreement or job sheet it received from either the Client or the Contractor, to suspend its acceptance or to refuse (further) performance thereof if:

a. the job sheet is linked to work already performed prior to Tentoo receiving the job sheet for payment; b. the amount claimed on the job sheet exceeds € 4,500; c. the total amount claimed in invoices of Tentoo the Client has yet to pay exceeds € 5,000; d. the Client is established abroad; e. the Client has not demonstrated good payment behaviour in the (recent) past; and/or f. based on other grounds, Tentoo has good reason to fear that the Client will not, or not in a timely manner, comply with its payment obligations towards Tentoo.

In these cases, Tentoo shall be entitled to make the acceptance of the assignment or the performance of its work subject to payment by the Client to Tentoo of an advance payment to be determined by Tentoo. In such cases, Tentoo will also deviate from the standard fee as referred to in Article 13.1 of these General Terms and Conditions and be allowed to charge a higher percentage, this at the discretion of Tentoo. The foregoing also applies if it is established that the Contractor has incorrectly filled in the details of the Client on the job sheet and/or it is established that the person who signed the job sheet lacked the power of representation in order to conclude agreements for or on behalf of the Client or did not have the appropriate proxy thereto. 3.4 To the extent that this is legally allowed, the Contractor is only entitled to the performance to be provided by Tentoo, if and insofar the Client has fully obliged with its obligations towards Tentoo. 3.5 Tentoo is entitled to make the acceptance of orders subject to a credit limit, in other words, orders that exceed the amount of the credit limit are only accepted or processed if and insofar as the corresponding payment has been made. Unless agreed otherwise, the standard credit limit corresponds to an amount of € 5,000. 3.6 In the event that Tentoo refuses a payrolling assignment, but the Client still has the work performed or has already had the work performed, this will lead to the creation of a direct agreement between the Client and the Contractor, which constitutes an employment contract within the meaning of Article 7:610 BW. In the event of late payment of wages by the Client, for example, due to bankruptcy, the Contractor will have to invoke the so-called wage guarantee scheme (Article 61 Unemployment Insurance Act) within a reasonable time. Article 4: Payments

4.1 The Client shall at all times be obliged to pay each invoice of Tentoo within 14 days of the invoice date by direct debit, unless explicitly agreed otherwise in writing between the Client and Tentoo. 4.2 Only payments made directly to Tentoo or to a (legal) person explicitly authorised in writing by Tentoo to collect, shall lead to discharge. Payments to the Contractor or third parties, the advance payments to the Contractor or third parties and/or payments of any kind to others, are not allowed, or at least will have no effect whatsoever on Tentoo. Aforementioned payments or advance payments are therefore not binding and can never be grounds for debt amortisation or set-off. Deviation therefrom is possible only if and insofar as Tentoo has been notified thereof in advance in writing and this was expressly approved by Tentoo. 4.3 Amortisation, setting-off of debts, settlement or suspension of or against any payment obligation of the Client is never permitted. 4.4 If any interest and/or collection costs are due, any payment made to Tentoo will primarily serve to pay these interest and/or collection costs. The amount remaining after deduction of these interests and costs will then be allocated to the principal. In the event that multiple invoices are left unpaid, the payment will be allocated to the principal of the latest or most recent invoice after settlement of interest and costs. 4.5 A copy of an invoice sent by Tentoo shall constitute full proof. 4.6 Without prejudice to the provisions of Articles 12.4 and 18 of these General Terms and Conditions, both the Client and the Contractor are responsible for the accuracy and clarity of the wage agreements made between them. In particular, the Client is responsible for ensuring compliance with the agreed remuneration with any applicable professional or industry collective agreement, in accordance with the remuneration level of the regular / permanent employees of the Client, all this in accordance with the pay equivalence rule set out in Section 8 of the Placement of Personnel by Intermediaries Act (hereinafter “Waadi”). The Client is also required to keep the Contractor informed at all times of the employment conditions applicable within its organisation and to immediately and spontaneously inform the Contractor and Tentoo of any interim changes therein. Any omissions or inaccuracies in the

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information provided by the Client to the Contractor as specified in this paragraph shall be deemed default / culpable shortcoming of the Client against Tentoo.

4.7 Queries regarding an invoice and/or complaints as referred to in Article 6:89 BW regarding the services provided or to be provided by Tentoo, arising from the wage agreements referred to in the previous article must be received by Tentoo, in writing, within fourteen days of the invoice date. After this period, both the Client and the Contractor are deemed to have agreed to the specifications of the relevant invoice and/or performance of Tentoo (including the wage payments to the Contractor). Complaints regarding the performance of Tentoo and/or objections to invoice amounts and/or disputes about the accuracy of the invoices and/or the wage payments shall not suspend the payment obligations of the Client.

4.8 If the Client is in default with regard to the payment of any amount and/or has provided insufficient security, Tentoo shall be entitled to suspend its own work and/or the work to be performed by the Contractor, without prejudice to the provisions of Article 3.4 of these General Terms and Conditions. This suspension is without prejudice to the Client’s agreed obligations, even if no work is delivered by the Contractor. In such cases, the Client is obliged to accept the suspension without this resulting in any (reimbursement) obligation by Tentoo. If such a situation arises, the Contractor is entitled to impose a deadline of ten days within which Tentoo should consider whether it wishes to maintain its contractual position or terminate the contract, as a result of which the rights and obligations such as described in, inter alia, Article 4.2 of these General Terms and Conditions will expire, and the Contractor may appeal directly to the Client. In such a situation, the Client has the obligation towards the Contractor to maintain at least the same performance and obligations as the Client owed Tentoo.

Article 5: Interest surcharge/contractual interest/collection costs/collection measures

5.1 If one of Tentoo’s invoices remains unpaid within fourteen days after the invoice date, the mere fact of expiry of that period will lead to the imposition, with retroactive effect, of a credit surcharge of two per cent over the principal amount. The Client is obliged at all times to pay the outstanding invoice amount, where applicable plus the credit surcharge, within thirty days of the invoice date.

5.2 If the Client fails to make payment within a period of thirty days, the Client will automatically be in default. As of thirty days after the invoice date, the Client shall owe Tentoo two percent interest per month, or part thereof, over the principal (the invoice amount, plus the interest surcharge as referred to in Article 5.1).

5.3 The Client must pay Tentoo the costs of obtaining payment out of court or the costs of collection. By way of departure from Article 6:96 paragraph 5 BW, the collection costs payable by a Client acting in the exercise of a profession or conduct of a business will be determined as follows: - If the claim (principal and interest) is for an amount up to € 25,000, the collection costs will be: Principal and interest up to: Fee excluding VAT: • € 250 € 37 • € 500 € 75 • € 1,250 € 150 • € 2,500 € 300 • € 3,750 € 450 • € 5,000 € 600 • € 10,000 € 700 • € 20,000 € 800 • € 25,000 € 1,000

If the claim (principal and interest) amounts to more than € 25,000, the collection costs are equal to two points of the applicable liquidation rate (www.rechtspraak.nl/liquidatarief) in the first instance, subject to a maximum of 15% of the claim (principal plus interest).

5.4 The Client owes Tentoo the collection costs as referred to in Article 5.3 of these General Terms and Conditions once activities have been undertaken, both internally and externally, to obtain payment out of court by and/or on behalf of Tentoo. Internal activities are understood to mean the activities of Tentoo’s debtor department including, but not limited to, preparing a collection file, collecting information and requesting commercial and other information, sending one or more payment reminders / warnings and conducting correspondence about the claim. External activities are understood to mean, but are not limited to, the activities of third parties, including preparing a collection file, collecting information and requesting commercial and other information, sending one or more warnings/summons or letters and conducting other correspondence about the claim.

5.5 To the extent necessary, the Contractor will assign its claim(s) on Client(s) for collection to Tentoo in the sense that the Contractor allows Tentoo to collect the claim(s) in its own name, and Tentoo accepts this burden as far as Tentoo deems this necessary at its own discretion. Tentoo may at any time and with immediate effect terminate the accepted mandate without any special notice being required.

Article 6: Terms of delivery contract partner 6.1 Due to the specific nature of the services provided by Tentoo, any General Terms and Conditions applied by the Client and/or the Contractor explicitly do not apply to agreements concluded with Tentoo, unless agreed otherwise in writing. In the event of uncertainties and/or inconsistencies between the General Terms and Conditions used by the respective parties, the General Conditions applied by Tentoo shall prevail at all times.

Article 7: Interim rate changes

7.1 Changes in fee as a result of collective obligations, and changes in, or as a result of legislation and regulations, such as tax and social security laws and regulations, will be charged to the Client as of the effective date and are, notwithstanding the provisions of Articles 12.2 and 12.4 of these General Terms and Conditions, therefore owed by the Client to Tentoo, even if these changes occur during the term of the

hiring contract (the contract between the Client and Tentoo based on which Tentoo provides its services on behalf of the Client). 7.2 In case of a change of a general, social and/or economic nature in the Netherlands that is such that the parties can no longer reasonably be considered to be bound by the provisions regarding remuneration, the parties will consult concerning the changes to be made during the term of the agreements to which these General Terms and Conditions apply. Article 8: Explanation of the terms and conditions and choice of law 8.1 The competent court of jurisdiction in Amsterdam shall settle any disputes that may arise between the parties by virtue of agreements to which these General Terms and Conditions apply, unless determined otherwise by mandatory rules of jurisdiction. At the request of one of the parties, the competent court in Amsterdam shall provide a decisive answer in the event of a disagreement on the interpretation of the General Terms and Conditions of Tentoo. 8.2 All agreements between the Client and Tentoo and the Contractor shall be governed by Dutch law. Article 9: Recruitment and selection; role of employer 9.1 Tentoo explicitly refrains from recruitment and selection of both the Client and the Contractor. Tentoo may provide advice without any judicial or financial consequences. 9.2 The recruitment and selection of a Contractor shall be entirely at the responsibility and risk of the Client. 9.3 The recruitment and selection of a Client shall be entirely at the responsibility and risk of the Contractor. 9.4 Both the Contractor and the Client are expected to be familiar with the content of the assignment or work as well as with the qualities of the performance delivered by the Contractor and shall agree to this by performing the assignment or work, whereby Tentoo cannot be held liable for the quality of the performance delivered by the Contractor. Neither can Tentoo be held liable for any loss incurred by the Client if, for whatever reason and in whatever way, the quality of the performance proves to be insufficient or inadequate. Any objections and/or complaints with regard to the performance of the assignment and/or services / work (or the quality) of the performance delivered by the Contractor shall not suspend the payment obligation of the Client. 9.5 In payment situations, Tentoo will act as the sole employer of the Contractor. The work of the Contractor is performed under the supervision and management of the Client, however, Tentoo shall always be regarded as the employer. Direct agreements between the Contractor and the Client are not allowed under any circumstances and shall not bind Tentoo in any way. 9.6 The Client is not allowed to act as an employer towards the Contractor or third parties or to pose or describe itself as such. Where appropriate, the Client should refer the Contractor and/or third parties to Tentoo as employer. If, by any acts (or omissions thereof), the Client assumes the legal role of employer in such a way that it may be regarded as a (temporary) employer within the meaning of Article 7:610 and 7:690 BW, the Client shall be fully accountable and responsible therefore (also against the Contractor, but explicitly not limited thereto), and the Contractor will not be able to hold Tentoo accountable for the consequences. In the aforementioned case, the Client must indemnify and hold harmless Tentoo from all claims of the Contractor and/or third parties (such as the Tax and Customs Administration, corporate funds, and the like, but explicitly not limited thereto). Article 10: Safety and indemnification 10.1 The Client is obliged to Tentoo and the relevant Contractor to take measures and provide instructions in such a way that the relevant Contractor is instructed about, protected from and insured against any danger for body, virtue and property as can be reasonably demanded in relation to the nature of the work, but which in any case comply (by analogy) with the provisions of Article 7:658 BW, whereby the Client takes on the obligations of Tentoo and indemnifies Tentoo against any claims based on Article 7:658 BW. If the aforementioned obligations have not been met, the Client shall be obliged to reimburse Tentoo for the loss, in the broadest sense of the word, incurred or to be incurred by Tentoo and/or the Contractor as a result of this. 10.2 If the Contractor is involved in an occupational accident or suffers an occupational disease, the Client must ensure that a report of this accident or disease is drawn up immediately by the relevant authorities, explicitly including the Labour Inspectorate, in which the facts of the accident or disease are recorded in such a way that it can be determined whether and to what extent the accident or disease is due to the fact that insufficient measures were taken to prevent such an occupational accident or occupational disease. 10.3 In the event an occupational accident occurs, the Client as well as the Contractor must each report this to Tentoo without delay. 10.4 The Client shall at all times indemnify Tentoo against any claims as defined in this article. 10.5 The Contractor shall now and for henceforth transfer to Tentoo any claims on the Client and/or third parties which he or she may receive on the basis of loss of income on any grounds whatsoever, which might be attributable to the Client and/or third parties, or shall commit himself or herself to proceed to such transfer once the claim has become transferable and if Tentoo lays claim on the transfer. Article 11: Liability for damage

11.1 Notwithstanding the provisions of Articles 9 and 10 of these General Terms and Conditions, Tentoo shall in no way be responsible or liable for any damage or loss which the Contractor may have caused the Client or third parties, for any services and/or work carried out within or outside the field of employment of the job description

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of the Contractor or within or outside the framework of the work agreed upon contractually, unless the law expressly provides otherwise. In any case, the loss for which Tentoo can be held liable is capped at an amount of € 2,500,000 (in words: two million five hundred thousand euros) per event, which is the maximum amount for which Tentoo has insured its liability.

11.2 Notwithstanding the provisions of Article 9.5 of these General Terms and Conditions, Tentoo is not liable for agreements concluded between the Contractor and the Client or which have come about otherwise with each other or with third parties, except with the express written consent of Tentoo.

Article 12: Basis for the invoices 12.1 Tentoo’s invoices are drawn up on the basis of the completed contract for services (job sheet) signed by both the Client and the Contractor or on the basis of a digitally delivered contract for services (my.tentoo-job sheet). The Contractor cannot derive any rights from a job sheet / contract for services that has not been cosigned by the Client, neither can Tentoo be held responsible for the payment of an incompletely signed job sheet.

12.2 Without prejudice to the provisions of Article 4.6 of these General Terms and Conditions, the agreements concluded between the Contractor and the Client must be in accordance with the applicable legislation and regulations, any existing and/or applied terms of employment for/within the business of the Client as well as the Minimum Wage and Minimum Holiday Allowance Act. In the event the agreements concluded between the Contractor and the Client are not in accordance with the above, Tentoo shall hereby be irrevocably authorised by the Contractor and the Client to bring those agreements in line therewith. If Tentoo does so, the agreements adjusted by Tentoo apply as a contract for services (job sheet) approved by the Contractor and the Client, and the Client will be invoiced on the basis thereof. This without prejudice to the obligation of the Client to pay the invoice to Tentoo.

12.3 Tentoo will calculate the ‘wage bill’ based on the job sheet. The wage bill includes a risk percentage estimated by Tentoo based on its experience, knowledge and customs in the industry. The lump-sum nature of this estimate prevents Tentoo from being held to offset individual cases in the broadest sense of the word on the grounds that, in practice or in individual cases, the risks do not occur or occur to a lesser extent, or did not occur at all, and from otherwise being held accountable or responsible in this matter.

12.4 Without prejudice to the provisions of Article 4.6 and 7.1 of these General Terms and Conditions, any legal or contractual payment obligations and/or obligations under any applicable collective agreement, or pursuant to the customary conditions within the company of the Client as referred to in Article 8 of the Waadi imposed on the Contractor, arising directly or indirectly from the agreement, even if they are not contractually stipulated or laid down (in the job sheet), shall be borne by the Client. Tentoo will charge the Client for the relevant obligations on a regular basis, meaning without prejudice to Article 7.1 of these General Terms and Conditions plus the VAT due and reimbursement of its fee, as specified in Article 13.1 of these General Terms and Conditions.

12.5 The Client shall ensure that the contract for services or the separately specified agreement is completed correctly and accurately with regard to the agreed salary, expenses and time sheets, and that the irrelevant columns or specifications have been crossed out, as well as that it is returned to Tentoo in a timely manner or at the earliest opportunity.

12.6 In the event the statement provided to Tentoo is inaccurate or incomplete, it is primarily the responsibility of the Client to ensure the appropriate corrections are made. If the task has already been performed by Tentoo, Tentoo shall not be obliged to pay restitution, recovery of costs, and so on, unless it should immediately have been clear to Tentoo that the statement could not be correct. If an insufficient amount has been paid to the Contractor due to an incorrect statement received by Tentoo, the Client should, with due observance of the provisions of Article 4.6 of these General Terms and Conditions, determine in consultation with the Contractor whether, and if so, what correction should be made. In view of the responsibility of the Contractor in reaching remuneration agreements, the Contractor cannot claim any statutory interest and/or the increase under Article 7:625 BW in the event that a correction should be made afterwards.

12.7 In the event of any differences between the documentation submitted to Tentoo concerning the provisions of Articles 12.1 to 12.5 inclusive of these General Terms and Conditions and the copy of the Client, the document submitted to Tentoo for the purpose of payment and drawing up the invoice shall, without prejudice to the provisions of Article 4.6, be used as full proof, barring proof provided by the Client that the stated difference cannot be attributed to the Client.

12.8 If the Client fails to comply with its obligation as stated in Article 12.5 of these General Terms and Conditions and therefore fails to cooperate in the provision of the proof that is binding for the three parties, Tentoo, the Contractor and the Client, an employee of Tentoo may, based on the information he or she has collected, determine the salary, expenses and hours worked, which will be binding to all parties. The Client and the Contractor can, after Tentoo declares this binding, bring an action for annulment before the competent court in Amsterdam, if Tentoo could not reasonably have determined this, whereby the Client must in any case, also involve the Contractor and vice versa.

12.9 Within 10 days after it should reasonably have become clear that the Contractor is entitled to (wage) claims other than those already specified to Tentoo, the Client is required to report this to Tentoo. Tentoo will then try to come to a solution with due observance of Article 12.8. If the Client fails to (timely) inform Tentoo, Tentoo shall be entitled to charge the Client for all wage costs, costs for the payment/continued payment of wages, as well as any counselling costs, delay and interest costs, etc. incurred while coming to a solution with the Client.

12.10 If the Client terminates the hiring agreement at its request or if the hiring agreement is terminated at the request of the Client, the Client will remain bound vis-

à-vis Tentoo by its current (payment) obligations relating to the work performed by a Contractor at/for the Client, as well as by any (future) costs related to the termination of the (temporary) employment contract with the Contractor, if Tentoo still has an obligation to continue making payment under the current (temporary) employment contracts with the Contractor. The Client shall indemnify Tentoo for any (future) costs for the termination of the (temporary) contract with the Contractor, including any court costs, which shall also include the actual costs of legal assistance (legal and other costs). Article 13: Fee of Tentoo and change in fee as a result of changed agreements 13.1 Unless expressly agreed otherwise and without prejudice to the provisions of Article 3.3 of these General Terms and Conditions, Tentoo charges a 6% commission over the total wage bill for the services it provides, plus the expenses, surcharges, etc. it is required to pay, with a minimum administrative fee of € 9.00, to all of which the VAT due should be added. Unless otherwise specified by the Client and the Contractor on the job sheet, the fee charged by Tentoo will exceed the total amount(s) to be paid as agreed by the Client and the Contractor. 13.2 Tentoo shall be entitled to change its commission as referred to in Article 13.1 of these General Terms and Conditions at any time. Tentoo will inform the Client in writing of its intention to change the commission it should pay. In this notification, Tentoo will specify the amount of the changed commission and the date on which the change will take effect. If the Client does not accept the change in commission notified by Tentoo, the Client will be entitled to terminate the agreement in writing within seven working days of the notification or to cancel the assignment prior to the date on which the change will take effect as stated in the notification of Tentoo. 13.3 If the Contractor agrees to an interim change in salary with the Client, Tentoo will process this salary in its administration and payments. If Tentoo has not been informed of the change in a timely manner and a correctional entry is required, Tentoo will charge an amount of € 12.50 for each change to be implemented. Article 14: Prohibition of transfer of rights and obligations 14.1 The Client is not entitled to transfer any rights and obligations arising from the agreements with Tentoo without the written approval of Tentoo. 14.2 Any claims of the Client arising from the agreements with Tentoo are non- transferable as provided for in Article 3:83 (2) BW. 14.3 The Contractor is required to perform the agreed work personally. The Contractor is not permitted to call in a replacement without the written permission of the Client. 14.4 If the Contractor is replaced with the permission of the Client, the Contractor shall be bound to agree with the replacement involved that the agreement originally entered into with the Client and with the original Contractor shall be applicable, as well as these General Terms and Conditions. Article 15: Duration and termination of the assignment 15.1 The duration of the assignment based on which the Contractor performs his or her services and/or work will be determined independently by the Contractor in consultation with the Client. The duration will be specified in the contract for services or in a separately specified agreement. 15.2 Unless agreed otherwise in writing, the contract / agreement with Tentoo shall commence on the first date / working day stated on the job sheet, notwithstanding the provisions of Article 3.2 of these General Terms and Conditions. The contract / agreement with Tentoo shall end on the last date / working day stated on the same job sheet, unless agreed otherwise in writing. Tentoo will always settle the payment of a contract / job sheet in accordance with the situation of termination of a contract / agreement with Tentoo, including settlement of holiday allowance and holidays, unless otherwise agreed in writing. 15.3 In the event that the agreements with Tentoo as referred to in the previous paragraph succeed each other uninterruptedly for a period of at least 6 months, the last agreement shall in any case end after a total of 78 working weeks, unless expressly agreed otherwise in writing with Tentoo. If, in the above case, the work is tacitly continued by the Client, this shall be under an employment agreement tacitly concluded with the Client. Such a situation shall never result in a tacit employment agreement with Tentoo. 15.4 If the Client deviates from the agreed duration of the assignment without timely informing Tentoo thereof, the Client shall always be fully liable for any damage incurred by the Contractor and/or Tentoo, or the Client shall indemnify Tentoo for any arising payment obligations of Tentoo. Tentoo cannot be held liable for any damage incurred by the Client or the Contractor. 15.5 Tentoo must indemnify the Client against claims against or made by the tax authorities and the Employee Insurance Agency (UWV) under the Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act, and others, as well as against all payment obligations vis-à-vis the tax authorities or the Employee Insurance Agency (UWV) arising from the payments made by Tentoo to the Contractor. However, the above is limited to the extent to which the Client has actually paid Tentoo the relevant amounts invoiced to the Client by Tentoo in this respect. 15.6 In the event of a dispute between the Contractor and the Client with regard to the duration and/or termination of the contract, neither party shall be entitled to compensation for material or immaterial damage suffered. Article 16: Increase as a result of change in laws and legislation and in CLA 16.1 If, during the term of the contract or agreement, the remuneration of the Contractor is increased as a result of any action by the government or any competent body or otherwise, or if the employer's contribution is increased due to modification or implementation of any regulation of the competent authority in premiums or other social expenses under social insurance laws, tax laws and/or collective agreement

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adjustments, Tentoo will charge this increase to the Client as of the effective date of the increase.

Article 17: Holidays 17.1 The Contractor determines the time and duration of the holiday, provided that the Contractor is entitled to holidays based on agreements made with the Client to that effect, and preferably not for the duration of the contract with the Client, unless agreed upon in consultation with the Client. Tentoo can only play an advisory role in this matter and can therefore not be held liable by the Contractor and/or the Client.

Article 18: Working hours and salary 18.1 The Contractor determines autonomously and independently, in consultation with the Client, the job description and the remuneration of the job and the working hours of the work to be performed. These working hours are accounted for in the contract for services or in a separately specified agreement.

18.2 Without prejudice to the provisions of Article 4.6 of these General Terms and Conditions, the Contractor will independently and in independent consultation with the Client establish the salary and any expenses for the performance of the Contractor's work, including overtime, allowances for shift work and working on Sundays and holidays (excluding VAT), unless explicitly indicated otherwise. The salary includes holiday allowance, holidays, short absence and public holidays, provided that the Contractor and the Client have not come to different written agreements, and shall include the employer’s contribution. The amount of the salary and the payment of expenses will be specified in the contract for services or in a separately specified agreement.

18.3 That which has been agreed between the Contractor and the Client in Articles 18.1 and 18.2 of these General Terms and Conditions shall be regarded as a fact by Tentoo. Tentoo shall accept no responsibility for that which has been agreed in this regard between the Client and the Contractor, nor can Tentoo be held liable for this, with the proviso that Tentoo will check whether the agreements regarding remuneration conflict with the Minimum Wage and Minimum Holiday Allowance Act. In such cases, Tentoo will amend the conflicting agreements in accordance with the provisions of Article 12.4 of these General Terms and Conditions. The Client will indemnify Tentoo against any claims of the Contractor under Article 18.1 and Article 18.2 of these General Terms and Conditions.

Article 19: Obligations of the Contractor and the Client with regard to (personnel) administration

19.1 The contractor shall at all times be responsible for providing Tentoo with a copy of a valid passport or identity card of the Contractor. If, at the time of payment, Tentoo does not possess a copy of a valid passport or identity card of the Contractor, Tentoo shall be entitled to suspend payment of the Contractor until the Contractor has complied with this obligation towards Tentoo. Suspension of payment for the reason specified above can never lead to an obligation to compensate the Contractor and/or the Client for Tentoo.

19.2 The Client is required to provide Tentoo with a legible copy of a valid identity card of the Contractor with the first contract for services or the first job sheet and, if applicable, of the employment permit.

19.3 On the first contract for services or the first job sheet, the Client must declare that the identity of the Contractor has been verified and by whom, in order to avoid mistaken identity. The contract for services or separate declaration must also be signed by the Contractor.

19.4 The Client consents and agrees that Tentoo and Tentoo’s certification institution perform random reviews of the procedure for identity checks at the Client’s organisation, either on-site or otherwise.

19.5 The Contractor and the Client are obliged to preserve all administrative documents (including those entered into / created in my.tentoo) regarding a payment made by Tentoo, in particular the administrative documents mentioned in this article, as well as invoices and job sheets and others, (whether or not in digital form) for 5 years after termination of the relevant payrolling assignment.

Article 20: Redeployment effort 20.1 If the Contractor terminates the contract of assignment or the hiring agreement on his or her own initiative and Tentoo has a redeployment effort obligation under the Dismissals Decree as the temporary employment agency, the termination of the hiring agreement at the initiative of the Contractor shall constitute a reason for Tentoo to terminate the flex work contract on the grounds of commercial reasons, unless

suitable work has been found and accepted by the Contractor within the redeployment period. The duration of the best efforts obligation for redeployment in a different or suitable position, relates only to the duration of the activities performed while employed by Tentoo.

20.2 It is known to the Contractor that Tentoo does not engage in recruitment and selection activities. In the event that Tentoo, as the temporary employment agency, were to be obliged to perform redeployment efforts under the Dismissals Decree, Tentoo will not perform these activities itself and instruct a third party (such as an outplacement agency) to perform these activities on its behalf.

20.3 The costs of the redeployment efforts as referred to in the previous paragraph are deducted from any transitional compensation owed by Tentoo to the Contractor.

Article 21: Transitional provisions 21.1 These General Terms and Conditions apply with immediate effect to agreements concluded prior to the date of filing of these General Terms and Conditions, unless the nature of the amendments to the respective articles is reasonably incompatible with this or the Client and/or the Contractor has expressly objected to their applicability.

21.2 Tentoo may amend these General Terms and Conditions at any time. The General Terms and Conditions amended by Tentoo apply vis-à-vis the Contractor and the Client from thirty days after he or she has been informed of the amendment, in writing, unless the Contractor and the Client have notified Tentoo of their objection to the amendments, in writing, within this period. In the latter case, the unchanged General Terms and Conditions will continue to apply between the parties, however, for no longer than six months from the end of the aforementioned thirty-day period. If the Agreement continues beyond that six-month period, from that time onwards the amended General Terms and Conditions will apply to the Agreement. These General Terms and Conditions apply for an indefinite period. TENTOO Flexsupport B.V. Maassluisstraat 2 1062 GD Amsterdam PO Box 2642 1000 CP Amsterdam T +31 (0)20 420 20 70 F +31 (0)20 625 16 55 [email protected] www.tentoo.nl

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General Terms and Conditions Tentoo Support B.V.

Article 1: Definitions In these General Terms and Conditions of Tentoo, the terms below are defined as follows:

1.1 Tentoo: The private company with limited liability Tentoo Support B.V., with registered office in Amsterdam.

1.2 Contractor: The Contractor (entrepreneur) who, on the basis of a Contract for Professional Services, performs or will perform services and/or work for the Client.

1.3 Client (third party): The natural person or legal entity on whose behalf the Contractor will perform services and/or work based on a Contract for Professional Services, as well as the party that, under these General Terms and Conditions, which shall also apply to the legal relationship between the Client and the Contractor with the Client, based on a third-party beneficiary clause, is also obliged to comply towards Tentoo with all obligations it has to the Client.

1.4 Contract for Professional Services, assignment contract: The contract between the Contractor and the Client, in which the financial and other agreements of the assignment made between the Contractor and the Client are specified and to which these General Terms and Conditions have been declared applicable and which entail direct obligations of the Contractor to Tentoo as specified in the Contract for Professional Services as a third-party beneficiary clause, based on which Tentoo provides its services.

1.5 Contract for services / job sheet: Tentoo's completed, itemised job overview, signed by the Contractor and the Client (the so-called job sheet).

1.6 Work order: The Contract for Professional Services (for the Contractor) or the completed, itemised job overview or job sheet for Tentoo Support B.V., signed by the Contractor and the Client.

1.7 Service contract: The agreement between the Contractor and Tentoo Support B.V.

Article 2: Applicable General Terms and Conditions

2.1 These General Terms and Conditions apply to all offers, quotations, order confirmations, contracts for services and other contracts and agreements between Tentoo and Clients and Contractors as well as their implementation.

2.2 These general conditions apply primarily to the Client and the Contractor, however, under the third-party beneficiary clause concluded between them, the rights and obligations arising from the General Terms and Conditions also apply to Tentoo, meaning Tentoo is entitled to claim the performance stipulated in the General Terms and Conditions.

2.3 Any deviations from these General Terms and Conditions shall only be applicable if explicitly agreed upon and confirmed in writing by Tentoo.

2.4 Should one or more provisions of these General Terms and Conditions be null and void or annulled, the other provisions of these General Terms and Conditions shall continue to apply in full. In this event, Tentoo and the Client and/or Contractor will confer in order to agree new provisions to replace the null and void or annulled provisions, taking, if and insofar possible, the fullest possible account of the intention and tenor of the original provisions.

2.5 Unless agreed otherwise in writing, these General Terms and Conditions shall apply to any (subsequent) offer, (subsequent) agreement, (subsequent) assignment and/or order confirmation that build on and/or arise from any previously concluded agreement to which these General Terms and Conditions have been declared applicable.

2.6 The Contractor is required to explain on behalf of Tentoo that these General Terms and Conditions shall apply to any contract the Contractor will conclude with a Client, as well as to provide the Client with a copy of these General Terms and Conditions prior to or upon concluding that contract or prior to the commencement of the work. If, for whatever reason, the Contractor fails to do so, the Contractor shall be fully liable for all damages and/or (future) costs incurred by Tentoo as a result. In this case, Tentoo will also be authorised and entitled to cancel any payments already made, and the Contractor will be required to repay all amounts he or she has received from Tentoo under the relevant agreement no later than within fourteen days of a request to that effect from Tentoo.

Article 3: Quotations/ acceptance/ suspension/ performance

3.1 All quotations made by Tentoo are only an invitation to enter into negotiations unless expressly stated otherwise in the quotation. Any calculations presented by Tentoo in quotations are merely indicative and therefore not binding; Tentoo may deviate therefrom within the margin stipulated in Article 7:752 paragraph 2 BW.

3.2 Tentoo is at all times free to refuse any contract/job sheet/purchase order it has been offered. Tentoo will only act as a contracting party after the explicit acceptance of an agreement or by implementing the provisions of the agreement (job sheet). The Contractor cannot derive any rights from a job sheet that has not (also) been signed by the Client.

3.3 Without prejudice to the provisions of Article 3.2 of these General Terms and Conditions, Tentoo shall be authorised and entitled to refuse performance of an agreement or job sheet it received from either the Client or the Contractor, to suspend its acceptance or to refuse (further) performance thereof if:

a. the job sheet is linked to work already performed prior to Tentoo receiving the job sheet; b. the amount claimed on the job sheet exceeds € 4,500; c. the total amount claimed in invoices of Tentoo the Client has yet to pay exceeds € 5,000;

d. Client is established abroad; e. the Client has not demonstrated good payment behaviour in the (recent) past; and/or f. based on other grounds, Tentoo has good reason to fear that the Client will not, or not in a timely manner, comply with its payment obligations towards Tentoo.

In these cases, Tentoo shall be entitled to make the acceptance of the assignment or the performance of its work subject to payment by the Client to Tentoo of an advance payment to be determined by Tentoo. In such cases, Tentoo will also deviate from the standard fee as referred to in Article 13.1 of these General Terms and Conditions and be allowed to charge a higher percentage, this at the discretion of Tentoo. The foregoing also applies if it is established that the Contractor has incorrectly filled in the details of the Client on the job sheet and/or it is established that the person who signed the job sheet lacked the power of representation in order to conclude agreements for or on behalf of the Client or did not have the appropriate proxy thereto. 3.4 To the extent that this is legally allowed, the Contractor is only entitled to the performance to be provided by Tentoo, if and insofar the Client has fully obliged with its obligations towards Tentoo. 3.5 Tentoo is entitled to make the acceptance of orders subject to a credit limit, in other words, orders that exceed the credit limit (the total amount outstanding at that time in invoices already sent / processed by Tentoo for the Contractor) are only accepted or processed if and insofar as the corresponding payment has been made. Unless agreed otherwise, the standard credit limit corresponds to an amount of € 5,000. Article 4: Payments

4.1 The Client shall at all times be obliged to pay each invoice of Tentoo within fourteen days of the invoice date by direct debit, unless explicitly agreed otherwise in writing between the Client and Tentoo. 4.2 Only payments made directly to Tentoo or to a (legal) person explicitly authorised in writing by Tentoo to collect, shall lead to discharge. Payments to the Contractor or third parties, the advance payments to the Contractor or third parties and/or payments of any kind to others, are not allowed, or at least will have no effect whatsoever on Tentoo. Deviation therefrom is possible only if and insofar as Tentoo has been notified thereof in advance in writing and this was expressly approved by Tentoo. 4.3 Amortisation, setting-off of debts, settlement or suspension of or against any payment obligation of the Client is never permitted. 4.4 Any payment made to Tentoo will first be deducted from the collection costs owed and then from the interest due. The amount remaining after deduction of these interests and costs will then be allocated to the principal. In the event that multiple invoices are left unpaid, the payment will be allocated to the principal of the latest or most recent invoice after settlement of interest and costs. 4.5 A copy of an invoice sent by Tentoo shall constitute full proof. 4.6 Without prejudice to the provisions of Articles 12.4 of these General Terms and Conditions, both the Client and the Contractor are responsible for the accuracy and clarity of the invoicing agreements made between them. Any omissions or inaccuracies in the information provided by the Client to the Contractor as specified in this paragraph shall be deemed default / culpable shortcoming of the Client against Tentoo. 4.7 Queries regarding an invoice and/or complaints as referred to in Article 6:89 BW regarding the services provided or to be provided by Tentoo, arising from the invoicing agreements referred to in Article 4.6 of these General Terms and Conditions must be received by Tentoo, in writing, within fourteen days of the invoice date. After this period, both the Client and the Contractor are deemed to have agreed to the specifications of the relevant invoice and/or performance of Tentoo, including the payments to the Contractor. Complaints regarding the performance of Tentoo, objections to invoice amounts or disputes about the accuracy thereof and/or payments of Tentoo to the Contractor shall not suspend the payment obligation of the Client. 4.8 If the Client is in default with regard to the payment of any amount and/or has provided insufficient security, Tentoo shall be entitled to suspend its own work and/or the work to be delivered by the Contractor, without prejudice to the provisions of Article 3.4 of these General Terms and Conditions. This suspension is without prejudice to the Client’s agreed obligations, even if no work is delivered by the Contractor. In such cases, the Client is obliged to accept the suspension without this resulting in any (reimbursement) obligation by Tentoo. If such a situation arises, the Contractor is entitled to impose a deadline of ten days within which Tentoo should consider whether it wishes to maintain its contractual position or terminate the contract, as a result of which the rights and obligations such as described in, inter alia, Article 4.2 of these General Terms and Conditions will expire, and the Contractor may appeal directly to the Client. In such a situation, the Client has the obligation towards the Contractor to maintain at least the same performance and obligations as the Client owed Tentoo. Article 5: Surcharge/contractual interest/collection costs/collection measures

5.1 If one of Tentoo’s invoices remains unpaid within fourteen days after the invoice date, the mere fact of expiry of that period will lead to the imposition, with retroactive effect, of a surcharge of two per cent over the principal amount. The Client is obliged at all times to pay the outstanding invoice amount, where applicable plus the surcharge, within thirty days of the invoice date. 5.2 If the Client fails to make payment within a period of thirty days, the Client will automatically be in default. As of thirty days after the invoice date, the Client shall owe Tentoo two percent interest per month, or part thereof, over the principal (the invoice amount, plus the surcharge as referred to in Article 5.1 of these General Terms and Conditions).

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5.3 The Client must pay Tentoo the costs of obtaining payment out of court or the costs of collection. By way of departure from Article 6:96 paragraph 5 BW, the collection costs payable by a Client acting in the exercise of a profession or conduct of a business will be determined as follows: - If the claim (principal and interest) is for an amount up to € 25,000, the collection

costs will be: Principal and interest, excluding VAT: • Principal up to € 250; collection costs: € 37 • Principal up to € 500; collection costs: € 75 • Principal up to € 1,250; collection costs: € 150 • Principal up to € 2,500; collection costs: € 300 • Principal up to € 3,750; collection costs: € 450 • Principal up to € 5,000; collection costs: € 600 • Principal up to € 10,000; collection costs: € 700 • Principal up to € 20,000; collection costs: € 800 • Principal up to € 25,000; collection costs: € 1,000

If the claim (principal and interest) amounts to more than € 25,000, the collection costs are equal to two points of the applicable liquidation rate (www.rechtspraak.nl/liquidatarief) in the first instance, subject to a maximum of 15% of the claim (principal plus interest).

5.4 The Client owes Tentoo the collection costs as referred to in Article 5.3 of these General Terms and Conditions once activities have been undertaken, both internally and externally, to obtain payment out of court by and/or on behalf of Tentoo. Internal activities are understood to mean the activities of Tentoo’s debtor department including, but not limited to, preparing a collection file, collecting information and requesting commercial and other information, sending one or more payment reminders / warnings and conducting correspondence about the claim. External activities are understood to mean, but are not limited to, the activities of third parties, including preparing a collection file, collecting information and requesting commercial and other information, sending one or more warnings/summons or letters and conducting other correspondence about the claim.

5.5 To the extent necessary, the Contractor will assign its claim(s) on Client(s) for collection to Tentoo in the sense that the Contractor allows Tentoo to collect the claim(s) in its own name, and Tentoo accepts this burden as far as Tentoo deems this necessary at its own discretion. Tentoo may at any time and with immediate effect terminate the accepted mandate without any special notice being required.

Article 6: Terms of delivery contract partner 6.1 Due to the specific nature of the services provided by Tentoo, any General Terms and Conditions applied by the Client and/or the Contractor explicitly do not apply to agreements concluded with Tentoo, unless agreed otherwise in writing. In the event of uncertainties and/or inconsistencies between the General Terms and Conditions used by the respective parties, the General Conditions applied by Tentoo shall prevail at all times.

Article 7: Interim rate changes 7.1 Changes in fee as a result of changes in, or as a result of legislation and

regulations, such as tax and social security laws and regulations, will be charged to the Client as of the effective date and are, notwithstanding the provisions of Articles 12.2 and 12.4 of these General Terms and Conditions, therefore owed by the Client to Tentoo, even if these changes occur during the term of the Contract for Professional Services.

7.2 In case of a change of a general, social and/or economic nature in the Netherlands that is such that the parties can no longer reasonably be considered to be bound by the provisions regarding remuneration, the parties will consult concerning the changes to be made during the term of the agreements to which these General Terms and Conditions apply.

Article 8: Explanation of the terms and conditions and choice of law 8.1 The competent court of jurisdiction in Amsterdam shall settle any disputes that may arise between the parties by virtue of agreements to which these General Terms and Conditions apply, unless determined otherwise by mandatory rules of jurisdiction. At the request of one of the parties, the competent court in Amsterdam shall provide a decisive answer in the event of a disagreement on the interpretation of the General Terms and Conditions of Tentoo.

8.2 All agreements/contracts between the Client and Tentoo and the Contractor shall be governed by Dutch law.

Article 9: Recruitment and selection 9.1 Tentoo explicitly refrains from recruitment and selection of both the Client and the Contractor. Tentoo may provide advice without any judicial or financial consequences.

9.2 The recruitment and selection of a Contractor shall be entirely at the responsibility and risk of the Client.

9.3 The recruitment and selection of a Client shall be entirely at the responsibility and risk of Contractor.

9.4 Both the Contractor and the Client are expected to be familiar with the content of the assignment or work as well as with the qualities of the performance delivered by the Contractor and shall agree to this by performing the assignment or work, whereby Tentoo cannot be held liable for the quality of the performance delivered by the Contractor. Neither can Tentoo be held liable for any loss incurred by the Client if, for whatever reason and in whatever way, the quality of the performance proves to be insufficient or inadequate. Any objections and/or complaints with regard to the performance of the assignment and/or services / work (or the quality) of the performance delivered by the Contractor shall not suspend the payment obligation of the Client.

9.5 The Client is not allowed to act as an employer towards the Contractor or third parties or to pose or describe itself as such. If, by any acts (or omissions thereof), the Client assumes the legal role of employer in such a way that it may be regarded as a (temporary) employer within the meaning of Article 7:610 and 7:690 BW, the Client shall be fully accountable and responsible therefore (also against the Contractor, but explicitly not limited thereto), and the Contractor will not be able to hold Tentoo accountable for the consequences, however, it shall indemnify and hold harmless Tentoo from all claims of the Contractor and/or third parties (such as the Tax and Customs Administration, corporate funds, and the like, but explicitly not limited thereto). Article 10: Safety and indemnification 10.1 The Client is obliged to Tentoo and the relevant Contractor to take measures and provide instructions in such a way that the relevant Contractor is instructed about, protected from and insured against any danger for body, virtue and property as can

be reasonably demanded in relation to the nature of the work, but which in any case comply (by analogy) with the provisions of Article 7:658 BW, whereby the Client takes on the obligations of Tentoo and indemnifies Tentoo against any claims based on Article 7:658 BW. If the aforementioned obligations have not been met, the Client shall be obliged to reimburse Tentoo for the loss, in the broadest sense of the word, incurred or to be incurred by Tentoo and/or the Contractor as a result of this. 10.2 If the Contractor is involved in an occupational accident or suffers an occupational disease, the Client – if a legal obligation exists to do so – must ensure that a report of this accident or disease is drawn up immediately by the relevant authorities, explicitly including the Labour Inspectorate, in which the facts of the accident or disease are recorded in such a way that it can be determined whether and to what extent the accident or disease is due to the fact that insufficient measures were taken to prevent such an occupational accident or occupational disease. 10.3 In the event an occupational accident occurs, the Client as well as the Contractor must each report this to Tentoo without delay. 10.4 The Client shall at all times indemnify Tentoo against any claims as defined in this article. 10.5 The Contractor shall now and for henceforth transfer to Tentoo any claims on the Client and/or third parties which he or she may receive on the basis of loss of income on any grounds whatsoever, which might be attributable to the Client and/or third parties, or shall commit himself or herself to proceed to such transfer once the claim has become transferable and if Tentoo lays claim on the transfer. Article 11: Liability for damage 11.1 Notwithstanding the provisions of Articles 9 and 10, Tentoo shall in no way be responsible or liable for any damage or loss which the Contractor may have caused the Client or third parties, for any services and/or work carried out within or outside the field of employment of the job description of the Contractor or within or outside the framework of the work agreed upon contractually, unless the law expressly provides otherwise. In any case, the loss for which Tentoo can be held liable is capped at an amount of € 2,500,000 (in words: two million five hundred thousand euros) per event, which is the maximum amount for which Tentoo has insured its liability. 11.2 Notwithstanding the provisions of Article 9.5, Tentoo is not liable for agreements concluded between the Contractor and the Client or which have come about otherwise with each other or with third parties, without the express written consent of Tentoo. Article 12: Basis for the invoices 12.1 Tentoo’s invoices are drawn up on the basis of the completed Contract for Professional Services (work order) or a separately specified agreement signed by the Client as well as the Contractor, which is binding on the Contractor and the Client. 12.2 The Client shall ensure that the Contract for Professional Services (work order) or the separately specified agreement is completed correctly and accurately with regard to the agreed salary and any expenses, and that the irrelevant columns or specifications have been crossed out. The Contractor shall ensure that the Contract for Professional Services (work order) or the separately specified agreement is submitted to Tentoo at the earliest opportunity. 12.3 In the event the statement provided to Tentoo is inaccurate or incomplete, it is the responsibility of the Client to ensure the appropriate corrections are made. 12.4 In the event of any differences between the documentation submitted to Tentoo concerning the provisions of Articles 12.1 and 12.2 and the copy of the Client, the

document submitted to Tentoo for the purpose of payment and drawing up the invoice shall be used as full proof, barring proof provided by the Client that the stated difference cannot be attributed to the Client. 12.5 If the Client fails to comply with its obligation as stated in Article 12.3 and therefore fails to adequately cooperate in the establishment of the proof that is binding for the three parties, Tentoo, the Contractor and the Client, as specified in Article 12.4, an employee of Tentoo may, based on the information he or she has collected, determine the salary, expenses and hours worked, which will be binding to all parties. The Client and the Contractor can, after Tentoo declares this binding, bring an action for annulment before the competent court in Amsterdam, if Tentoo could not reasonably have determined this, whereby the Client must in any case, also involve the Contractor and vice versa. Article 13: Fee and change in fee as a result of changed agreements 13.1 The salary and/or remuneration for the duration of the contract and the services / work to be performed are decided autonomously and independently by the Contractor, in consultation with the Client. The Client will be invoiced according to the salary, based on the Contract for Professional Services (work order) or a separately specified agreement completed and submitted by the Contractor and signed by the Client as well as the Contractor, which is binding on the Contractor and the Client.

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invoiced. If the Contractor did not issue invoices for assignments via Tentoo (but or damage relating to or arising from the performance of the assignment by Tentoo, if

13.2 For the services it provides, Tentoo charges a commission of 7.5% over the invoice total excluding VAT, plus the VAT owed by the Contractor due on that commission.

13.3 Tentoo shall be entitled to change its commission as referred to in Article 13.2 at any time. A reason for this may be that Tentoo is required to perform more work for

the Contractor than usual. Depending on the activities, Tentoo may increase its commission or agree on a fixed fee for the services to be provided. Tentoo will inform the Contractor in writing of its intention to change the commission he or she should pay. In this notification, Tentoo will specify the amount of the changed commission and the date on which the change will take effect. If the Client does not accept the change in commission notified by Tentoo, the Client will be entitled to terminate the agreement in writing within seven working days of the notification or to cancel the assignment prior to the date on which the change in commission will take effect as stated in the notification of Tentoo.

13.4 If, in deviation from a submitted Contract for Professional Services (work order), the Contractor agrees to an interim change in salary / remuneration with the Client, Tentoo will process this salary / remuneration in its administration and payments. If Tentoo has not been informed of the change in a timely manner and a correctional entry is required, Tentoo will charge an amount of € 12.50 for each change to be implemented.

Article 14: Prohibition of transfer of rights and obligations 14.1 The Client and/or the Contractor is not entitled to transfer any rights and obligations arising from the agreements with Tentoo without the written approval of Tentoo.

14.2 Any claims of the Client or the Contractor arising from the agreements with Tentoo are non-transferable as provided for in Article 3:83 (2) BW.

Article 15: Duration of the agreement between the Contractor and Tentoo and termination 15.1 The agreement between the Contractor and Tentoo is entered into for an indefinite period, unless expressly agreed otherwise by the parties, or if it follows from the content, nature or scope of the contract that the agreement has been entered into for a fixed term.

15.2 Both the Contractor and Tentoo shall at all times be entitled to terminate the agreement with due observance of a reasonable period under the circumstances and at the end of a calendar month, unless the parties have agreed otherwise. Termination must be in writing.

15.3 If the service contract is terminated and after the termination, Tentoo still has any claim against the Contractor and/or the Client, the Contractor and/or the Client must pay this claim within fourteen days after the request thereto by Tentoo. Such a claim shall include a claim for VAT paid in excess or VAT that was paid by the tax authorities to the Contractor instead of to Tentoo and/or that was settled otherwise with the Contractor.

Article 16: Required information

16.1 The Contractor and the Client shall be each obliged to provide Tentoo promptly with all information which Tentoo deems necessary for the proper performance of the assignment or which the Contractor and/or the Client ought to know to be necessary and/or required for the proper performance of the assignment. The information shall be provided in the form and manner requested by Tentoo; unless explicitly agreed otherwise: always in writing.

16.2 At the request of the Contractor, Tentoo shall return to the Contractor all items on which the information provided to Tentoo by the Contractor is recorded, including documents and magnetic or electronic data carriers, on completion of the assignment for which the information was provided or on termination of the agreement, on the condition that the Contractor has paid all amounts owing to Tentoo in connection with the execution of the assignment or termination of the agreement. Unless the parties have agreed otherwise, such items will be returned at the expense and risk of the Contractor.

16.3 It is the responsibility of the Contractor to arrange a (model) agreement (‘format’) between the Client and the Contractor. Tentoo is not involved in this, and can only advise on what (model) agreement might be applicable. Tentoo has no responsibility with regard to compliance with the (model) agreement by the Client and the Contractor.

Article 17: Execution of the assignment 17.1 Tentoo will perform the work pursuant to the assignment with the care of a good contractor. However, Tentoo is not responsible for the achievement of a particular result.

17.2 Tentoo is authorised to engage third parties for the implementation. Insofar as it is necessary for these third parties to charge (additional) costs to the Contractor, Tentoo will only do so, if this is agreed with the Contractor.

17.3 Dates by which Tentoo’s work is to be completed are always target dates, unless the parties have expressly agreed otherwise.

17.4 The Contractor indemnifies Tentoo against any payment obligations that Tentoo may incur with respect to the Client, the tax authorities or any other party pursuant to the assignment, the performance of the assignment, including any premature termination of the assignment, as well as the observance of any applicable regulations, including statutory, public law, contractual regulations, etc.

Article 18: VAT administration

18.1 Tentoo will take care of the VAT administration for all invoices Tentoo sends third parties on behalf of the Contractor. Tentoo will submit a VAT return and issue a VAT payment to the tax authorities based on the expenses declared and the amounts

independently or via a third party), Tentoo will not be responsible for the accuracy of the VAT return or the (amount of the) VAT payment made by Tentoo to the tax authorities; Tentoo shall only have a best efforts obligation in this matter. 18.2 The Contractor shall permit Tentoo to issue invoices for all assignments the Contractor carries out for third parties in a calendar year. If, for any reason whatsoever, the Contractor issues an invoice for an assignment independently or via a third party rather than via Tentoo, the Contractor must immediately notify Tentoo to this effect. In that case, Tentoo shall be entitled, contrary to the provisions of Article 20 and Article 13, to withhold a larger amount from the payments made in respect of current and future assignments and/or to charge the Contractor commission at a higher rate. 18.3 The Contractor is and remains at all times fully responsible for the accuracy and completeness of the VAT return. 18.4 Until the termination of the service provision contract, Tentoo shall submit VAT returns and make VAT payments on behalf of the Contractor, however, only to the extent that the amounts reserved by Tentoo for this purpose are adequate to cover the payments due. Article 19: Income tax 19.1 The income tax return will be prepared by an expert at no (extra) costs, provided that the Contractor has made uninterrupted use of Tentoo’s services in the capacity of a Contractor throughout the year/period to which the tax return relates. 19.2 To the extent that the amounts reserved for the purpose permit, income tax will be paid on or before the date on which it is due, provided that the income tax return relates to a period or calendar year during which the Contractor has made uninterrupted use of Tentoo’s services, and all invoices for each assignment carried out by the Contractor have, without exception, been issued by Tentoo. 19.3 The Contractor is and remains at all times fully responsible for the accuracy and completeness of the income tax return. Article 20: Payments to the Contractor / reserves 20.1 Once an invoice has been issued to the Client, Tentoo will withhold the VAT that is due to be paid to the tax authorities by the Contractor. In principle, Tentoo will transfer 65% of the remaining amount (the invoice amount excluding VAT) to the Contractor within fourteen days of the invoice date. The remaining part of the invoice amount (excluding VAT) will, in principle, be reserved by Tentoo, less the commission payable to Tentoo, for the payment of the tax authorities (income tax) and any business expenses. After withholding the commission payable to Tentoo as referred to in Article 13.2, the reserve serves primarily to make payments to the tax authorities. 20.2 Business expenses can be claimed on a monthly basis on submission of valid documents. Tentoo will pay such expenses to the Contractor within five working days, provided that the amounts withheld for this purpose are adequate to cover the payments due, and no payments to the tax authorities that would make this payment unjustifiable are expected. The Contractor and Tentoo may agree otherwise. Valid documents shall be understood to mean receipts / invoices issued in the name of the Contractor and specifying the VAT amount payable. 20.3 The Contractor unconditionally and irrevocably authorises Tentoo to settle the commission payable to Tentoo plus the VAT on the commission with the amount withheld by Tentoo. 20.4 Tentoo will deduct the VAT as well as the income tax payable by the Contractor under the provisions of Article 19 from the amount withheld by Tentoo and submit the payments to the tax authorities on the Contractor's behalf. If at any time the amount withheld by Tentoo proves to be insufficient to make one of the payments specified above, Tentoo will notify the Contractor thereof, stating the amount of any payment the Contractor is required to pay directly to the tax authorities. If the withheld amount is insufficient to make a payment to the tax authorities, Tentoo shall make the payment to the value of the withheld amount. 20.5 Tentoo shall never owe any interest or other compensation on the withheld amounts. 20.6 The Contractor does not owe any interest on the amount paid to the Contractor by Tentoo, except in the event that Tentoo has requested a repayment pursuant to the service contract, and the Contractor has failed to make such repayment within fourteen days. Article 21: Liability 21.1 Tentoo’s liability for the Contractor’s losses caused by the late, incomplete or improper performance of the assignment is limited to a maximum of twice the amount of the commission charged to the Contractor by Tentoo for undertaking the work in relation to which the loss occurred, on the proviso that only the commission relating to the last twelve months in which the work was performed will be taken into account. Any compensation payable to the Contractor by Tentoo may never exceed the amount for which Tentoo’s liability is covered by insurance in a particular case. An exception will be made to the foregoing if Tentoo has acted with wilful intent or gross negligence. In this and the following provisions of this Article, the term Tentoo also denotes its employees and any third parties engaged by it in the performance of the assignment. 21.2 Tentoo is not liable for losses caused by the Contractor’s failure to fulfil its information obligation pursuant to Article 16.1. 21.3 Tentoo shall, in any case, be entitled to minimise or recover the loss of the Contractor, to which the Contractor shall provide all possible cooperation. 21.4 The Contractor indemnifies Tentoo against claims made by third parties for loss

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and to the extent that Tentoo is not liable therefor to the Contractor under the provisions of this Article.

Article 22: Transitional provisions 22.1 These General Terms and Conditions apply with immediate effect to agreements concluded prior to the date of filing of these General Terms and Conditions, unless the nature of the amendments to the respective articles is reasonably incompatible with this or the Client and/or the Contractor has expressly objected to their applicability.

22.2 Tentoo may amend these General Terms and Conditions at any time. The General Terms and Conditions amended by Tentoo apply vis-à-vis the Contractor and the Client from thirty days after he or she has been informed of the amendment, in writing, unless the Contractor and the Client have notified Tentoo of their objection to the amendments, in writing, within this period. In the latter case, the unchanged General Terms and Conditions will continue to apply between the parties, however, for no longer than six months from the end of the aforementioned thirty-day period. If the Agreement continues beyond that six-month period, from that time onwards the amended General Terms and Conditions will apply to the Agreement. These General Terms and Conditions have been filed with the Chamber of Commerce and Industry in Amsterdam and apply for an indefinite period.

Tentoo Support B.V. Maassluisstraat 2 1062 GD Amsterdam PO Box 2642 1000 CP Amsterdam

T +31 (0)20 420 20 70

F +31 (0)20 625 16 55 [email protected] www.tentoo.nl

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General Terms and Conditions Tentoo Administratie Service B.V.

Article 1: Definitions In these General Terms and Conditions of Tentoo Administratie Service (TAS), the terms below are defined as follows:

1.1 Tentoo: The private company with limited liability Tentoo Administratie Service B.V., with registered office in Amsterdam, that will provide services and/or perform work under a contract for services in the form of payroll and administration under a contract between the Client and the Contractor.

1.2 Contractor: The artist, freelancer and/or a self-employed person (M/F) who, on the basis of a contract for services with a Client as a notional employer for the purpose of payroll tax, independently performs or will perform services and/or work for that Client.

1.3 Client: The natural person and/or legal entity on whose instructions the Contractor directly performs work and who is considered the notional employer of the Contractor for the purpose of payroll tax and who, within this framework, is also the Client of Tentoo with regard to the payment of all remunerations agreed with the Contractor, as established in the Contract for Professional Services between the Client and the Contractor, as well as those arising from the General Terms and Conditions of Tentoo.

1.4 Contract for Professional Services (CfPS): The written record of the Contract for Professional Services between the Client and the Contractor or the completed, itemised job overview, signed by both the Client and the Contractor, based on which Tentoo, as a third party, provides the invoicing on the instructions of and for the account of the Contractor, and the payroll on the instructions of and for the account of the Client.

Note: the terms ‘Client’ and ‘Contractor’ are primarily designated as such in view of their mutual relationship.

Article 2: Applicable General Terms and Conditions 2.1 These General Terms and Conditions apply to all offers, quotations, contracts for services and other contracts and agreements with Tentoo for the administrative services/payroll services to be performed by Tentoo, all this in the broadest sense of the word.

2.2 These General Terms and Conditions shall apply to any (subsequent) offer, (subsequent) agreement, (subsequent) assignment and/or order confirmation that build on and/or arise from any previously concluded agreement to which these General Terms and Conditions have been declared applicable, unless determined otherwise in writing.

2.3 Any deviations from these General Terms and Conditions shall only be applicable if explicitly agreed upon and confirmed in writing by Tentoo.

2.4 Should one or more provisions of these General Terms and Conditions be null and void or annulled, the other provisions of these General Terms and Conditions shall continue to apply in full. In this event, Tentoo and the Client will confer in order to agree new provisions to replace the null and void or annulled provisions, taking the fullest possible account of the intention and tenor of the original provisions.

Article 3: Quotations/ acceptance/ suspension/ performance 3.1 All quotations made by Tentoo are only an invitation to enter into negotiations unless expressly stated otherwise in the quotation. Any calculations presented by Tentoo in quotations are merely indicative and therefore not binding; Tentoo may deviate therefrom within the margin stipulated in Article 7:752 (2) of the Dutch Civil Code (hereafter: “BW ”).

3.2 Tentoo is at all times free to refuse any contract / CfPS it has been offered. Tentoo will only act as a contracting party after the explicit acceptance of an agreement (CfPS) or by implementing the provisions of the agreement (CfPS). The Contractor cannot derive any rights from a CfPS that has not (also) been signed by the Client.

3.3 Without prejudice to the provisions of Article 3.2 of these General Terms and Conditions, Tentoo shall be authorised and entitled to refuse performance of an agreement it received from the Client or the Contractor, to suspend its acceptance or to refuse (further) performance thereof if:

a. the amount claimed on the CfPS exceeds € 4,500; b. the total amount claimed in invoices yet to be paid exceeds € 5,000; c. the Client is established abroad; d. the Client has not demonstrated good payment behaviour in the (recent) past; and/or e. based on other grounds, Tentoo has good reason to fear that the Client and/or the Contractor will not, or not in a timely manner, comply with its (payment) obligations.

In these cases, Tentoo shall be entitled to make the acceptance of the assignment of the Client or the performance of its work for the Client subject to payment by the Client to Tentoo of an advance payment for the invoicing services by the Contractor to be determined by Tentoo. In such cases, Tentoo will also deviate from the standard fee as referred to in Article 13.1 of these General Terms and Conditions and be allowed to charge the Client a higher percentage, this at the discretion of Tentoo. The foregoing also applies if it is established that the Client has incorrectly filled in the details of the Contractor on the CfPS and/or it is established that the person who signed the CfPS lacked the power of representation in order to conclude agreements for or on behalf of the Client or did not have the appropriate proxy thereto.

3.4 To the extent that this is legally allowed, the Contractor is only entitled to the performance to be provided by Tentoo, if and insofar the Client has fully obliged with its obligations. This shall be without prejudice to the rights and obligations the Contractor and the Client have agreed upon with regard to the performance the Contractor should deliver to the Client and the corresponding fee the Client owes the Contractor for this performance. 3.5 Tentoo is entitled to make the acceptance of payment orders subject to a credit limit, in other words, orders that exceed the credit limit are only accepted or processed if and insofar as any previous invoices have been paid. Unless agreed otherwise, the standard credit limit corresponds to an amount of € 5,000. 3.6 In making a payroll request to Tentoo, both the Client and the Contractor are obliged to inform Tentoo of all relevant facts and circumstances that could be of significance to Tentoo in assessing whether or not it will accept a payrolling assignment. This obligation to inform concerns – but is not limited to – risk and safety aspects (RI&E), illness and/or full or partial incapacity for work. In the event of full or partial non-compliance with the obligation to inform, Tentoo shall be justified in refusing with retroactive effect a payrolling assignment that it has already accepted. Each of the parties involved is obliged in such an event to give its full cooperation in undoing any work already done by Tentoo. Article 4: Payments 4.1 The Client shall at all times be obliged to pay each invoice of Tentoo within fourteen days of the invoice date, unless explicitly agreed otherwise in writing between the Client and Tentoo. 4.2 Only payments made directly to Tentoo or to a (legal) person explicitly authorised in writing by Tentoo to collect, shall lead to discharge. Payments by the Client to the Contractor or third parties, the advance payments to the Contractor or third parties and/or payments of any kind to others, are not allowed, or at least will have no effect whatsoever on Tentoo in the relationship between the Client and Tentoo. Aforementioned payments or advance payments are therefore not binding and can never be grounds for debt amortisation or set-off. 4.3 Amortisation, setting-off of debts, settlement or suspension of or against any payment obligation is never permitted. 4.4 Any payment made to Tentoo will first be deducted from the collection costs owed and then from the interest due. The amount remaining after deduction of these interests and costs will then be allocated to the principal. In the event that multiple invoices are left unpaid, the payment will be allocated to the principal of the latest or most recent invoice after settlement of interest and costs. 4.5 A copy of an invoice sent by Tentoo shall constitute full proof of the agreements made between the Client and the Contractor. 4.6 Queries regarding an invoice and/or complaints as referred to in Article 6:89 BW regarding the services provided or to be provided by Tentoo must be received by Tentoo, in writing, within fourteen days of the invoice date. After this period, both the Client and the Contractor are deemed to have agreed to the specifications of the relevant invoice and/or performance of Tentoo. Complaints regarding the performance of Tentoo and/or objections to invoice amounts and/or disputes about the accuracy thereof shall not suspend the payment obligations of the Client. 4.7 If the Client is in default with regard to the payment of any amount and/or has provided insufficient security, Tentoo shall be entitled to suspend its own work, without prejudice to the provisions of Article 3.4 of these General Terms and Conditions. If such a situation arises, the Contractor is entitled to impose a deadline of ten days within which Tentoo should consider whether it wishes to maintain its contractual position or terminate the contract, as a result of which the rights and obligations such as described in the CfPS and in these General Terms and Conditions will expire, and the Contractor may appeal directly to the Client with regard to the agreed payments. Article 5: Surcharge/contractual interest/collection costs/collection measures 5.1 If one of Tentoo’s invoices remains unpaid within fourteen days after the invoice date, the mere fact of expiry of that period will lead to the imposition, with retroactive effect, of a surcharge of two per cent over the principal amount. The Client is obliged at all times to pay (or have paid) the outstanding invoice amounts of Tentoo, where applicable plus the surcharge, within thirty days of the invoice date. 5.2 If the Client fails to make payment (or have payment made) within a period of thirty days, the Client will automatically be in default. As of thirty days after the invoice date, the Client shall owe Tentoo two percent interest per month, or part thereof, over the principal (the invoice amount, plus the surcharge as referred to in Article 5.1). 5.3 The Client must pay Tentoo the costs of obtaining payment out of court or the costs of collection. By way of departure from Article 6:96 paragraph 5 BW, the collection costs payable by a Client acting in the exercise of a profession or conduct of a business will be determined as follows: - if the claim (principal and interest) is for an amount up to € 25,000, the collection costs will be: principal and interest up to: fee excluding VAT:

€ 250 € 37

€ 500 € 75

€ 1,250 € 150

€ 2,500 € 300

€ 3,750 € 450

€ 5,000 € 600

€ 10,000 € 700

€ 20,000 € 800

€ 25,000 € 1,000

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if the claim (principal and interest) amounts to more than € 25,000, the collection costs are equal to two points of the applicable liquidation rate (www.rechtspraak.nl/liquidatarief) in the first instance, subject to a maximum of 15% of the claim (principal plus interest). 5.4 The Client owes Tentoo the collection costs as referred to in Article 5.3 of these General Terms and Conditions once activities have been undertaken, both internally and externally, to obtain payment out of court by and/or on behalf of Tentoo. Internal activities are understood to mean the activities of Tentoo’s debtor department including, but not limited to, preparing a collection file, collecting information and requesting commercial and other information, sending one or more payment reminders / warnings and conducting correspondence about the claim. External activities are understood to mean, but are not limited to, the activities of third parties, including preparing a collection file, collecting information and requesting commercial and other information, sending one or more warnings/summons or letters and conducting other correspondence about the claim. Article 6: Terms of delivery contract partner 6.1 Due to the specific nature of the services provided by Tentoo, any General Terms and Conditions applied by the Client and/or the Contractor explicitly do not apply to agreements concluded with Tentoo for the work to be performed by Tentoo, unless agreed otherwise in writing. In the event of uncertainties and/or inconsistencies between the General Terms and Conditions used by the respective parties, the General Conditions applied by Tentoo shall prevail at all times for the work to be performed by Tentoo. Article 7: Interim rate changes 7.1 Changes in fee as a result of changes in, or as a result of legislation and regulations, such as tax and social security laws and regulations, will be charged to the Client as of the effective date and are therefore owed by the Client to Tentoo, even if these changes occur during the term of the contract for services. 7.2 In case of a change of a general, social and/or economic nature as referred to in the previous section as a result of which the parties can no longer reasonably be considered to be bound by the provisions regarding remuneration, the parties will consult concerning the changes to be made during the term of the agreements to which these General Terms and Conditions apply. Article 8: Explanation of the terms and conditions and choice of law 8.1 The competent court of jurisdiction in Amsterdam shall settle any disputes that may arise between the parties by virtue of agreements to which these General Terms and Conditions apply, unless determined otherwise by mandatory rules of jurisdiction. At the request of one of the parties, the competent court in Amsterdam shall provide a decisive answer in the event of a disagreement on the interpretation of the General Terms and Conditions of Tentoo. 8.2 All agreements with Tentoo shall be governed by Dutch law. Article 9: Recruitment and selection; role of employer 9.1 Tentoo explicitly refrains from recruitment and selection of both the Client and the Contractor. Tentoo may provide advice without any judicial or financial consequences. 9.2 The recruitment and selection of a Contractor shall be entirely at the responsibility and risk of the Client. 9.3 The recruitment and selection of a Client shall be entirely at the responsibility and risk of the Contractor. 9.4 Both the Contractor and the Client are expected to be familiar with the content of the assignment or work as well as with the qualities of the performance delivered by the Contractor and shall agree to this by performing the assignment or work, whereby Tentoo cannot be held liable for the quality of the performance delivered by the Contractor. Neither can Tentoo be held liable for any loss incurred by the Client if, for whatever reason and in whatever way, the quality of the performance proves to be insufficient or inadequate. Any objections and/or complaints with regard to the obligations of the Contractor to the Client and vice versa shall not suspend the payment obligations of the Client to Tentoo. 9.5 Direct agreements between the Contractor and the Client that do not include the payroll services of Tentoo shall not bind Tentoo in any way. 9.6 The Client has the authorisation to give instructions to the Contractor regarding the performance of the contract. The Client is not allowed to act as an employer towards the Contractor or third parties or to pose or describe itself as such. If, by any acts (or omissions thereof), the Client assumes the legal role of employer in such a way that it may be regarded as a (temporary) employer within the meaning of Article 7:610 and 7:690 BW, the Client shall be fully accountable and responsible therefore (also against the Contractor, but explicitly not limited thereto), and neither the Client nor the Contractor will be able to hold Tentoo accountable for the consequences. In the aforementioned case, the Client must indemnify and hold harmless Tentoo from all claims of third parties (such as the Tax and Customs Administration, corporate funds, and the like, but explicitly not limited thereto).

Article 10: Safety and indemnification 10.1 The Client is obliged to Tentoo and the relevant Contractor to take measures and provide instructions in such a way that the relevant Contractor is instructed about, protected from and insured against any danger for body, virtue and property as can be reasonably demanded in relation to the nature of the work, all of this as if the Contractor were a ‘regular’ employee of the Client. 10.2 In this context, the Client remains obliged to meet its obligations pursuant to Section 5 of the Working Conditions Act (Arbowet) and therefore to provide Contractor with the description from the risk inventory and evaluation (‘RI&E’) of the dangers and risk-reducing measures and of the risks for the Contractor at the workplace to be occupied, as stipulated in the stated regulations, before the start of the work concerned. 10.3 In every situation as stipulated in Article 10.1, the Client shall meet (by analogy)

the provisions of Article 7:658 of the Dutch Civil Code (BW). 10.4 If the Client does not comply (fully or sufficiently) with the obligations referred to above (Articles 10.1 to 10.4), the Client shall be bound to compensate Tentoo and/or all those affected for damages suffered as a consequence or still to be suffered, all of this in the broadest sense of the word. 10.5 If the Contractor is involved in an occupational accident or suffers an occupational disease, the Client must ensure that a report of this accident or disease is drawn up immediately by the relevant authorities, explicitly including the Labour Inspectorate, in which the facts of the accident or disease are recorded in such a way that it can be determined whether and to what extent the accident or disease is due to the fact that insufficient measures were taken to prevent such an occupational accident or occupational disease. 10.6 In the event an occupational accident occurs, the Client as well as the Contractor must each report this to Tentoo without delay. Article 11: Liability for damage 11.1 Notwithstanding the provisions of Articles 9 and 10 of these General Terms and Conditions, Tentoo shall in no way be responsible or liable for any damage or loss which the Contractor may have caused the Client or third parties for any services and/or work the Contractor carried out within or outside the framework of the work agreed upon contractually, unless the law expressly provides otherwise. In any case, the loss for which Tentoo can be held liable is capped at an amount of € 2,500,000 (in words: two million five hundred thousand euros) per event, which is the maximum amount for which Tentoo has insured its liability. Article 12: Basis for the invoices 12.1 Tentoo’s invoices are drawn up on the basis of the completed Contract for

Professional Services (digitally) signed by the Client as well as the Contractor. The Contractor cannot derive any rights from a CfPS that has not been cosigned by the Client, neither can Tentoo be held responsible for the payment of an incompletely signed CfPS. 12.2 Tentoo will calculate the ‘wage bill’ of the Contractor based on the CfPS. The wage bill includes a risk percentage estimated by Tentoo based on its experience, knowledge and customs in the industry. The lump-sum nature of this estimate prevents Tentoo from being held to offset individual cases in the broadest sense of the word on the grounds that, in practice or in individual cases, the risks do not occur or occur to a lesser extent, or did not occur at all, and from otherwise being held accountable or responsible in this matter. 12.3 Without prejudice to the provisions Article 4.5 and 7.1 of these General Terms and Conditions, any legal or contractual payment obligations arising directly or indirectly from the agreement, even if they are not contractually stipulated or laid down (in the CfPS), shall be borne by the Client. 12.4 The Client shall ensure that the contract for services is completed correctly and accurately (also by the Contractor) with regard to the agreed salary, expenses and time sheets, as well as that it is returned to Tentoo in a timely manner or at the earliest opportunity. 12.5 In the event the statement provided to Tentoo is inaccurate or incomplete, it is primarily the responsibility of the Client to ensure the appropriate corrections are made. If the task has already been performed by Tentoo, Tentoo shall not be obliged to pay restitution, recovery of costs, and so on, unless it should immediately have been clear to Tentoo that the statement could not be correct. If an insufficient amount has been paid to the Contractor due to an incorrect statement received by Tentoo, the Client should, with due observance of the provisions of Article 4.5 of these General Terms and Conditions, determine in consultation with the Contractor whether, and if so, what correction should be made. 12.6 In the event of any differences between the documentation submitted to Tentoo concerning the provisions of Articles 12.1 to 12.5 of these General Terms and Conditions and the copy of the Client and/or the Contractor, the document submitted to Tentoo for the purpose of payment and drawing up the invoice shall, without prejudice to the provisions of Article 4.5, be used as full proof of the agreements made between the Client and the Contractor, unless the Client can prove otherwise. Article 13: Fee of Tentoo and change in fee as a result of changed agreements 13.1 Unless expressly agreed otherwise and without prejudice to the provisions of Article 3.3 of these General Terms and Conditions, Tentoo charges the Client a 6% commission over the total compensation for the services it provides, plus the expenses (provided that this has been agreed in the Contract for Professional Services), with a minimum commission amount of € 9.00, to all of which the VAT due should be added. 13.2 Tentoo shall be entitled to change its commission as referred to in Article 13.1 of these General Terms and Conditions at any time. Tentoo will inform the Client in writing of its intention to change the commission it should pay. In this notification, Tentoo will specify the amount of the changed commission and the date on which the change will take effect. If the Client does not accept the change in commission notified by Tentoo, the Client will be entitled to terminate the agreement with Tentoo in writing within seven working days of the notification or to cancel the assignment for Tentoo prior to the date on which the change will take effect as stated in the notification of Tentoo. 13.3 If the Client agrees to an interim change in salary with the Contractor, Tentoo will process this salary in its administration and payments. If Tentoo has not been informed of the change in a timely manner and a correctional entry is required, Tentoo will charge the Client an amount of € 12.50 plus VAT for each change to be implemented. Article 14: Prohibition of transfer of rights and obligations

14.1 Neither the Client nor the Contractor is entitled to transfer any rights and

obligations arising from the agreements with Tentoo without the written approval of Tentoo.

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Article 15: Duration and termination of the assignment

15.1 The duration of the assignment based on which the Contractor performs his or her services and/or work will be determined independently by the Client in consultation with the Contractor. The duration will be specified in the contract for professional services. 15.2 Unless agreed otherwise in writing, the agreement with or the assignment for

Tentoo shall commence on the first date / working day stated on the CfPS, notwithstanding the provisions of Article 3.2 of these General Terms and Conditions. The contract or agreement with Tentoo shall end on the last date / working day stated on the same CfPS, unless agreed otherwise in writing. 15.3 If the Client deviates from the agreed duration of the contract with the Contractor without timely informing Tentoo thereof, the Client shall always be fully liable for any damage incurred or to be incurred by the Contractor and/or Tentoo, or the Client shall indemnify Tentoo for any arising payment obligations of Tentoo. Tentoo cannot be held liable for any damage incurred by the Client or the Contractor. 15.4 In the event of a dispute between the Contractor and the Client with regard to the duration and/or termination of the contract, neither party shall be entitled to compensation for material or immaterial damage suffered. Article 16: Increase as a result of change in laws and legislation and in CLA 16.1 If, during the term of the contract or agreement, the remuneration of the Contractor is increased as a result of any action by the government or any competent body or otherwise, or if the (notional) employer's contribution is increased due to modification or implementation of any regulation of the competent authority in premiums or other social expenses under social insurance laws or tax laws, Tentoo will charge this increase to the Client as of the effective date of the increase. Article 17: Holidays 17.1 As a self-employed worker, the Contractor is not entitled to paid holidays. Article 18: Tentoo operating company, working hours and salary 18.1 The Contractor is aware that Tentoo Holding offers multiple forms of services, whereby the consequences under employment law are different for each operating company. The Contractor determines autonomously and independently, in consultation with the Client, to which operating company of Tentoo Holding the contract will be awarded, as well as the job description and the remuneration of the job and the working hours of the work to be performed. These working hours are accounted for in the CfPS. 18.2 The Contractor will independently and in independent consultation with the Client establish the salary and any expenses for the performance of the Contractor's work, including overtime, allowances for shift work and working on Sundays and holidays (excluding VAT), unless explicitly indicated otherwise. The amount of the salary and the payment of expenses will be specified in the CfPS. 18.3 That which has been agreed between the Contractor and the Client in Articles 18.1 and 18.2 of these General Terms and Conditions shall be regarded as a fact by Tentoo. Tentoo shall accept no responsibility for that which has been agreed in this regard between the Client and the Contractor, nor can Tentoo be held liable for this. The Client will indemnify Tentoo against any claims of the Contractor under Article 18.1 and Article 18.2 of these General Terms and Conditions. Article 19: Obligations of the Contractor and the Client with regard to (personnel) administration

19.1 The Client and the Contractor shall at all times individually be responsible for ensuring that the Client and Tentoo are timely (prior to the commencement of the work by the Contractor) in possession of a copy of a valid passport or identity card of the Contractor, and a completed form "Statement of information for wage tax returns". Tentoo shall be entitled to suspend payment of the Contractor until the Contractor has complied with this obligation towards Tentoo. Suspension of payment for the reason specified above can never lead to an obligation to compensate the Contractor and/or the Client for Tentoo. 19.2 The Contractor and the Client are obliged to preserve all administrative documents (including those entered into / created in my.tentoo) regarding the services Tentoo performs, as well as invoices and CfPSs and others, (whether or not in digital form) for 5 years after termination of the relevant contract. Article 20: Best efforts obligation with regard to employed persons’ insurance schemes / payment to tax authorities by proxy / pension contributions

20.1 Based on the information the Contractor entered on the registration form and the wish expressed in his or her statement to be registered under the Special Cases (Employment Relationship Equivalent to Position of Employment) Decree, Tentoo will assess whether the Contractor can indeed be remunerated on the basis of this decree. 20.2 If Tentoo determines that remuneration can take place based on the Special Cases (Employment Relationship Equivalent to Position of Employment) Decree, Tentoo will pay the relevant taxes and contributions as agreed between the Contractor and the Client. Tentoo is only subject to a best efforts obligation. Tentoo can therefore not be held liable in the event the Tax and Customs Administration and/or implementing body (afterwards) decide that the Contractor was not working under the Special Cases (Employment Relationship Equivalent to Position of Employment) Decree or insured under the social insurance laws. In this situation, the Client and/or Contractor can only recover the contributions paid by Tentoo from the Tax and Customs Administration and / or implementing body (such as the Employee Insurance Agency (UWV)). The aforementioned does not give rise to an obligation for Tentoo to proceed to fully or partially refund or cancel the contributions or take whatever other action. 20.3 On behalf of and under instructions of the Client, Tentoo will perform the payment for the work of the Contractor. Based on a power of attorney of the Client, Tentoo will pay the payroll tax, contributions and taxes due on behalf of the Client. To this end, it will request a sub-wage tax number from the Tax and Customs Administration based on the power of attorney. The relevant powers of attorney can be found in the payrolling assignment the Client has given Tentoo. Tentoo will charge and invoice the Client for the remunerations / expenses, etc. owed to the Contractor as well as any salary costs.

20.4 The Client shall at all times inform Tentoo timely and accurately about whether and to what extent the remunerations, also with regard to Contractors, agreed upon or stipulated in the CfPS, include a pension scheme or whether otherwise under special regulations or orders, payments or contributions to a company / social fund are required, other than those already explicitly indicated in the OvO. In the event the Client does not, not timely or not completely provides this information, Tentoo will assume that there are no such payments or contributions. If it becomes apparent that

such payments or contributions should actually have been made or still need to be made, or if this results in loss, the Client shall be liable to fully compensate Tentoo, in the broadest sense of the word, for all obligations arising therefrom. Article 21: Illness 21.1 In the event of disability of the Contractor, as far as the Contractor on the basis of the Health Insurance Act (Article 5 of the Health Insurance Act) is covered under the Special Cases (Employment Relationship Equivalent to Position of Employment) Decree, the Contractor may be entitled to UWV sickness benefit from the third day of his illness. In the event of illness or disability, it is the responsibility of the Contractor to inform the Employee Insurance Agency (UWV) thereof as soon as possible, yet no later than on the second day of illness. 21.2 Tentoo cannot be held responsible for the fact that the Contractor does not report sick to the UWV in time or for the fact that the UWV decides that the Contractor is not entitled to sick pay. Article 22: Determining the VAT rate 22.1 The Contractor and the Client are responsible for determining the applicable VAT rate, which includes determining whether the work to be performed by the Contractor can be considered VAT-exempt activities. Tentoo is not required to review this consideration and will, in principle, trust the assessment of the Contractor and the Client. Tentoo bears no responsibility with regard to the proper consideration of VAT- exempt activities and can therefore never be held liable in the matter. 22.2 In the event an activity considered VAT-exempt by the Contractor and the Client proves to be subject to VAT after all, in which the decision of the Tax and Customs Administration is binding, the Client shall be obliged to also pay the amount of the VAT owed for the invoiced remunerations and expenses to Tentoo and the Contractor, plus any (tax or charge) interest and / or penalties due thereon. The VAT owed, interest and penalties must be paid to Tentoo in order for Tentoo to settle this with the tax authorities. In such case, the Client shall indemnify Tentoo for other damages and costs. 22.3 If, in the opinion of Tentoo, it is not sufficiently clear in advance that it concerns a VAT-exempt activity, Tentoo shall be entitled not to process the relevant CfPS, in other words, not to accept it, or to impose specific conditions thereon, such as paying an advance or security for the possible VAT (plus interest, increases, etc.). 22.4 In the event the Client or the Contractor disputes the decision of the tax authorities, as referred to in paragraph 2 of this article, this will not release the Client from its payment obligations towards Tentoo. In such a situation, the Client is also obliged to financially compensate Tentoo in full, upon the first request thereto. However, if the Client believes objections should be raised or other actions should be taken against the assessment of the tax authorities, the parties will consult on how this can practically be carried out most effectively. The Client shall bear all related costs (primarily those of Tentoo, but not limited thereto) and risks and indemnify Tentoo (for instance, for expenses related to experts, court costs, etc.), as well as provide Tentoo with sufficient financial security that the costs to be incurred can and will actually be reimbursed to Tentoo. Tentoo shall be entitled to demand security or charge an advance for a reasonable estimate of these costs. If, in all reasonableness, the financial security regarding the costs to be incurred or the reimbursement to Tentoo does not seem guaranteed, Tentoo shall not be required to initiate any actions whatsoever in the dispute of the decision of the tax authorities or take any other initiatives. This decision is the responsibility of the Client. Tentoo shall not be liable if such actions are not (timely) initiated. Article 23: Transitional provisions 23.1 These General Terms and Conditions apply with immediate effect to agreements concluded prior to the date of filing of these General Terms and Conditions, unless

the nature of the amendments to the respective articles is reasonably incompatible with this or the Contractor has expressly objected to their applicability. 23.2 Tentoo may amend these General Terms and Conditions at any time. The General Terms and Conditions amended by Tentoo apply vis-à-vis the Client from thirty days after it has been informed of the amendment, in writing, unless the Client has notified Tentoo of its objection to the amendments, in writing, within this period. In the latter case, the unchanged General Terms and Conditions will continue to apply between the parties, however, for no longer than six months from the end of the aforementioned thirty-day period. If the Agreement continues beyond that six-month period, from that time onwards the amended General Terms and Conditions will apply to the Agreement. These General Terms and Conditions have been filed with the Chamber of Commerce and Industry in Amsterdam and apply for an indefinite period. TENTOO Administratie Service Maassluisstraat 2 1062 GD Amsterdam PO Box 2642 1000 CP Amsterdam T +31 (0)20 420 20 70 F +31 (0)20 625 16 55 [email protected] www.tentoo.nl