General Terms and Conditions

Article 1. What we mean by certain words

1. 1. Alvelion / we: Alvelion B.V., registered in The Hague and listed with the Chamber of Commerce under number 42050660, operating under the name Alvelion. All assignments are exclusively accepted by Alvelion B.V. Alvelion B.V. may use employees, branches, group companies, and third parties in the Netherlands and abroad for the execution of an assignment. These persons and parties do not thereby become a party to the agreement. This also applies when you have given the assignment with a specific employee in mind. Articles 7:404, 7:407 paragraph 2 and 7:409 of the Civil Code do not apply.

   2. You / client: the person or company that gives us the assignment.

   3. The assignment: the agreement under which we will perform certain tasks for you.

   4. Tasks: all the work we do for you based on the assignment.

   5. Documents: all information and data that you provide to us, or that we create for your assignment. For example, paper, email, files, and digital environments. Even if they are stored elsewhere.

   6. Employee: someone who works for us or is connected to us.

   7. Professional rules: the rules that we as a firm must adhere to.

Article 2. When these terms apply

1. These terms apply to all our quotes, assignments and agreements, and to all work that arises from them.

2. Do you want to agree on something different from what is stated in these terms? Then that only applies if we agree on this together in writing, for example in the assignment confirmation.

3. Does the assignment confirmation state something different from these terms? Then the assignment confirmation applies.

4. These terms also apply to follow-up assignments and additional assignments.

5. Do you have your own general terms? We expressly reject those.

6. The assignment and these terms together form the complete agreement between you and us.

Article 3. Your documents

1. You provide us with all the documents we need to carry out the assignment properly. On time, and in the form and manner we request. We determine what "on time", "in the form" and "in the manner" means.

2. You guarantee that your documents are correct, complete and reliable. Even if the documents come from someone else.

3. Do you not provide the documents (on time)? Then we may pause the work until you have done so.

4. If damage occurs, or we incur costs or a fine due to incorrect or incomplete documents? Then that is at your expense.

5. Extra costs and extra hours due to late or incorrectly provided documents are at your expense.

6. If we forward information on your behalf to others (such as a tax return, annual accounts or report)? Then you are considered the party that signs and sends this information.

Article 4. How we carry out the assignment

1. We carry out the assignment as well as possible and comply with the law and our professional rules.

2. We determine how we carry out the assignment and which employee does that.

3. We may have (part of) the work done by another person we engage.

4. These conditions also apply to everyone we engage in the work.

Article 5. Legal rules and the Wwft

1. You always fully cooperate with the obligations that arise for us from the law and our professional rules.

2. You know that we are sometimes legally obliged to share confidential information about you. You give prior consent for this. This applies, among other things, if we:

   1. must report unusual transactions to the designated authority (Wwft);

   2. must make a fraud report;

   3. must investigate your identity or that of your client.

3. We are not liable for any damage that occurs to you because we comply with the law and our professional rules.

Article 6. Intellectual property

1. By carrying out the assignment, we do not transfer any intellectual property rights to you. All rights that arise during or through the work remain ours.

2. You may not copy, disclose, or exploit our products. Think of models, methods, advice, (model) contracts, reports, templates, and software.

3. You may not give these products to others without our written permission. This is allowed if you want an expert opinion on our work. In that case, you also impose these rules on that other party.

Article 7. Force majeure

1. If we or you cannot meet the agreements due to force majeure (article 6:75 BW)? Then those agreements are postponed until it can be done again.

2. In that case, both parties may terminate the agreement in whole or in part in writing, with immediate effect. There is then no right to compensation.

Article 8. Fee

1. We charge for our work based on the time spent and the costs incurred, unless we agree otherwise (such as a fixed price). Payment does not depend on the result. Travel time and accommodation costs are charged separately.

2. In addition to the fee, we charge our expenses and the invoices from others we have engaged.

3. We may ask you to pay an advance. If you do not pay the advance (on time)? Then we may pause the work.

4. Do the rates or prices change before the assignment is completed? Then we may adjust the agreed rate accordingly.

5. We charge the fee on a monthly basis. If the law requires it, VAT will be added.

Article 9. Payment

1. You pay our invoices within 14 days of the invoice date. You may not deduct, reduce, postpone, or offset anything unless agreed otherwise. The payment date is the day on which the amount is in our account.

2. We determine for which outstanding invoice we use a payment.

3. If you do not pay on time? Then you are automatically in default. From that moment, we may charge the statutory (commercial) interest.

4. If you still do not pay afterwards? Then you will pay all costs we incur to recover our money, including legal and extrajudicial collection costs. This compensation is not limited to what a judge may award.

5. Are multiple people jointly commissioning a task? Then each of them is jointly liable for the payment. This means that we may demand the full amount from each of them.

6. Does your financial position or your payment behaviour give us reason to do so? Then we may ask you to provide security, in a form that we determine. If you do not do this? Then we may immediately pause the work, and everything you owe us becomes immediately payable.

Article 10. Deadlines

1. Have we agreed on a deadline, but you do not pay an advance, or do you not provide the documents on time and in full? Then we will agree on a new deadline together.

2. A deadline is only a strict (fatal) deadline if we have expressly agreed to it.

Article 11. Liability

1. We are not liable for damage that arises because you have not provided us with documents, or have provided incorrect or incomplete documents, or because you delivered them too late.

2. We are not liable for indirect damage. Think of lost profits, missed savings, damage due to the standstill of your business, and other consequential damage.

3. Our liability is limited to the direct damage that is the direct result of an error in the assignment. This liability is limited to a maximum of one time the fee for the relevant assignment. Does the assignment last longer than six months? Then one time the fee applies over the last six months.

4. A series of errors that are interconnected counts as one error.

5. The limitations in this article do not apply if the damage is the result of intent or deliberate recklessness on our part or that of our management.

6. You must limit the damage as much as possible. We have the right to undo or limit the damage by restoring or improving our work.

7. You indemnify us against claims from others due to damage that has arisen because you did not provide us with complete, incorrect or incomplete documents.

8. You indemnify us against claims from others (including our employees and parties we have engaged) who suffer damage due to your actions or omissions, or due to an unsafe situation in your company.

9. This article applies to both damage under the agreement and damage outside of it.

Article 12. Termination

1. You and we may terminate the agreement at any time immediately, without notice period. Does the assignment end before the work is completed? Then you will pay the fee for the work we have already done.

2. You must terminate in writing.

3. If you terminate the assignment? Then we are entitled to compensation for our occupancy loss that we substantiate, and for additional costs we have already incurred, including costs for cancelling parties we have engaged.

4. If we terminate the assignment? Then we will help you transfer the work to another. We will not do this if we were forced to terminate due to your intent or conscious recklessness. A condition is that you have paid all outstanding advances and invoices.

Article 13. Our right to pause work

1. We may, after careful consideration, pause all our obligations until you have paid everything that is due. This also applies to the delivery of documents to you or to others.

2. This does not apply to your own documents that we have not yet processed.

Article 14. Limitation period

1. Unless stated otherwise in these terms, your rights and claims against us regarding our work expire one year after you knew, or could reasonably have known, that you had those rights. This does not apply to your right to file a complaint through our complaints procedure.

Article 15. Communication via the internet

1. During the assignment, we may communicate with you via email and other electronic means, and use, for example, cloud services. You and we assume that messages that are properly addressed are accepted by both parties.

2. We are not liable for damage caused by the use of electronic means. Consider messages that do not arrive or arrive late, interception, viruses, or a network failure. This does not apply if the damage is the result of intent or gross negligence.

3. This also applies to the electronic sending of documents.

4. You and we will both do what is reasonable to prevent these risks.

5. An extract from the sender's systems serves as conclusive evidence of a sent message, until the contrary is proven.

6. Article 11 also applies here.

Article 16. Personal data

1. You agree that we process confidential information and personal data. This may include your data, or data from your employees, your customers, or others. We do this for: the execution of the assignment, compliance with the law, improving our services, and our own business operations. This also includes sharing data with parties involved in the assignment.

2. You warrant that we may process the personal data you provide. You indemnify us against claims from others regarding non-compliance with privacy regulations.

3. We take appropriate measures to protect your personal data.

4. We process personal data in accordance with applicable privacy regulations. You can read more about this in our privacy statement.

Article 17. Other agreements

1. Are we working at your location? Then you provide a suitable workplace that complies with occupational health and safety regulations, and the office space and facilities that we need. For computer facilities, you ensure continuity, with a good backup, security, and virus control.

2. During the assignment and for 12 months thereafter, you will not employ any of our staff, nor approach them for employment. If you do so anyway, you will pay us a fine of € 50,000 (fifty thousand euros) per violation, and € 2,000 (two thousand euros) for each day that the violation continues. This is without prejudice to our right to claim actual damages.

3. We may mention your name and the work we did for you in broad terms to our clients as an example of our experience.

4. These terms and conditions have been drawn up in Dutch. The Dutch text is binding.

5. Provisions that by their nature must remain in force after the assignment shall continue to apply. This applies, among other things, to articles 6, 8, 9, 11, 17 paragraph 2 and 18.

Article 18. Applicable law and competent court

1. Dutch law applies to the agreement.

2. We will submit a dispute to the competent court in the area where we are established.

3. This does not affect your right to file a complaint through our complaints procedure.

Article 19. If a provision is invalid

1. Is a provision in these terms or in the assignment (partly) invalid? Then all other provisions shall continue to apply.

2. Would an invalid provision be valid with a more limited scope? Then the broadest scope under which the provision is valid shall automatically apply.

3. You and we may then consult about a new provision. This should align as closely as possible with the purpose of the old provision.

These General Terms and Conditions were last amended on 1 July 2026.