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General Terms and Conditions of Delivery i-comfort

1. General
1.1. These general terms and conditions of delivery apply to all agreements and offers to
which i-comfort is a party. Deviations from the general terms and conditions of delivery are
only binding on i-comfort if they have been expressly accepted by i-comfort in writing.
Non-enforcement of a provision in the general terms and conditions by i-comfort in a specific
case does not imply a waiver of that provision.
1.2. If one or more provisions in these general terms and conditions of delivery appear to be
void, are annulled, or otherwise lose their legal validity, the remaining provisions shall remain
in force as much as possible.
1.3. The customer’s general terms and conditions shall never apply.

2. Definitions
2.1. Request (Aanvraag): the request for the delivery of goods and/or services
2.2. Customer (Afnemer): the legal entity that is a party to the Agreement with i-comfort for
the delivery of goods and/or services
2.3. Services (Diensten): services in the form of Audiovisual services, labor, training, or
consultancy delivered by i-comfort to the Customer
2.4. Goods (Goederen): goods in the form of (Audio and Visual) hardware that will be used
for the setup and/or installation supplied by i-comfort to the Customer
2.5. Offer (Offerte): an offer from i-comfort to a Customer, comprising the specifications,
conditions, and prices for the delivery of goods and/or services
2.6. Order Confirmation (Opdrachtbevestiging): the agreement between i-comfort and a
Customer for the delivery of goods and/or services
2.7. Price Quotation (Prijsopgaaf): the statement accompanying the Offer in which the prices
and tariffs for the goods and/or services are listed
2.8. Service Level Agreement: the appendix accompanying the Agreement that sets out the
guarantees and best-effort obligations regarding the quality of the services.

3. Offer by i-comfort
An Offer by i-comfort is non-binding in the sense that it only constitutes an invitation to make
an offer.

4. Delivery
4.1. An agreed term for delivery commences the day after the Agreement is concluded. If a
down payment has been agreed upon, the delivery term shall not commence until the down
payment has been received in full.
4.2. i-comfort strives to effect delivery within the term agreed upon for that purpose. The
mere exceeding of that term does not yet constitute default on the part of i-comfort. This is
only the case if i-comfort also fails to perform within a reasonable further term, which has
been set for it in writing after the expiry of the agreed term, and the exceeding of that term is
the result of a circumstance that can be legally attributed to i-comfort.
4.3. A term overrun and, more generally, a failure to perform an obligation can only be
attributed to i-comfort if i-comfort can be seriously blamed for it or if the cause thereof is a
circumstance that is legally at the risk of i-comfort. In any case, the risk of i-comfort does not
include a shortage of raw materials or semi-finished products, illness on an unusual scale,
strikes, blockades, transport delays, government measures including import, export, and
production bans, fire or explosion, outflow of hazardous substances, power failure, machine
breakdown, even if these circumstances occur at suppliers or auxiliary persons of i-comfort
and thereby prevent or significantly hinder the performance of the obligations.
4.4. In the event of the delivery of goods, the ownership of those goods remains with
i-comfort until the Customer has fully paid i-comfort what they owe i-comfort in connection
with the delivery of goods and services by or on behalf of i-comfort.

5. Price and Payment
5.1. Prices, including those in Offers from i-comfort, are, unless otherwise stated, exclusive
of VAT and other government levies and also, unless otherwise indicated or agreed,
exclusive of packaging and transport costs. These items will be invoiced separately.
5.2. If the costs of executing the agreement increase for i-comfort because price-determining
factors such as purchase prices, wages, taxes, insurance premiums, storage costs, and the
like increase after i-comfort has offered the price, i-comfort is entitled to pass on these higher
costs to the Customer, insofar as they occur three months after the conclusion of the
Agreement. Increases in VAT, import and export duties, and transport costs that occur after
i-comfort has offered the price, however, can always be passed on fully immediately.
5.3. Unless otherwise agreed, payment shall be made in euros based on an invoice to be
sent by i-comfort to the Customer. The invoice is generally sent after completion of the
delivery or, in the case of partial deliveries, after a partial delivery. If i-comfort sees reason to
do so, i-comfort may, however, also demand payment or the provision of adequate security
for payment before or upon delivery. Payment must be made within 14 calendar days of the
invoice date by crediting the bank account stated in the invoice. Set-off with counterclaims
that have not been acknowledged by i-comfort or have not been irrevocably established in
court is not permitted.
5.4. All costs that i-comfort must incur, in and/or out of court, in connection with the
Customer’s failure to pay the purchase price in a timely manner and, more generally, in
connection with the preservation of its rights against the Customer, shall be borne by the
Customer. The extrajudicial costs amount to at least 15% of what the Customer owes
i-comfort per case, with a minimum of € 1,000, without prejudice to the right of i-comfort to
charge further reasonable costs pursuant to Article 6:96 paragraph 2 sub c of the Dutch Civil
Code. If legal proceedings are subsequently initiated, the counterparty is obliged to
reimburse all costs incurred by i-comfort in connection therewith, which expressly includes
costs exceeding the liquidation rate customarily applied by the Dutch court.
5.5. i-comfort reserves the right not to grant discounts based on discount coupons.

6. Failures/Shortcomings
6.1. A failure in the execution of the agreement on the part of i-comfort must be reported in
writing by the Customer to i-comfort with due haste, under penalty of forfeiture of all rights in
this regard. A report made 14 calendar days or longer after a failure could reasonably have
been discovered by the Customer shall, in any case, no longer be considered as having
been made with due haste. The Customer can no longer rely on failures in the execution that
come to light three months after the execution of the (partial) agreement against i-comfort.
Legal claims regarding timely reported failures must be instituted within 12 months of the
report, under penalty of forfeiture.
6.2. The warranty on delivered goods never extends beyond the warranty provided by the
manufacturer or supplier of i-comfort.
6.3. A timely reported failure will be remedied by i-comfort, at the option of i-comfort, either
by repair or renewed delivery at the expense of i-comfort, or by reduction of the price in
accordance with the diminished value of what the Customer received caused by the failure.

7. Place of Performance of the Work
7.1. Services will be performed in an open space as much as possible.
7.2. If the work is carried out at the Client’s premises, the Client shall ensure a free and
accessible working environment. The Client is entitled to change the place where the work is
to be performed, provided that notice is given to the contractor within a reasonable time
before the commencement of that work. If the change of this place leads to demonstrably
higher costs and/or delays for the Contractor, the Contractor is entitled to demand
reimbursement of these costs or modification of the planning.
7.3. Parties undertake to grant the personnel of the other party access to the place where
the work resulting from the agreement is to be performed, and to enable this personnel to
perform the work under the customary working conditions at that party.
7.4. If and insofar as the execution of the Agreement can in any way cause hindrance with
regard to the work of third parties, including work of the Client at the location and/or the use
of existing goods such as, but not limited to, AV installations, the Contractor shall notify the
Client of this. The Contractor will then perform its work in compliance with the instructions
given by the Client.
7.5. Maintenance work will expressly take place at the Client’s request based on previously
agreed arrangements. Parties shall themselves draw up procedures for the realization of the
service and warranty execution, as well as the consequences for the use of the AV
equipment. These procedures are described in the Service Level Agreement (SLA).

8. Liability for Damages
8.1. Insofar as the Customer suffers damage as a result of a circumstance legally
attributable to i-comfort, i-comfort is obliged to compensate the damage to the Customer,
albeit only within the following limits:
8.1.1. Damage resulting from damage, destruction, or loss of goods that i-comfort does not
have under its supervision for any reason, and personal injury damage, shall be
compensated together up to the maximum insured amount, provided that i-comfort is
covered for this compensation under an insurance policy.
8.1.2. Damage other than that referred to in 8.1.1, will be compensated per agreement up to
a total of 50% of the net total price (the gross total price minus VAT and any other
government levies) of the agreement concerned, but never more than one thousand euros.
8.2. The damage referred to in 8.1.1 and 8.1.2 is only eligible for compensation if the
Customer has informed i-comfort of the damage in writing within 14 calendar days after they
discovered or reasonably could have discovered the damage, and any related legal claim
has been instituted within 12 months of the report, under penalty of forfeiture.

9. Confidentiality, Security, and Intellectual Property
9.1. i-comfort and the Customer guarantee that, during the term of delivery and after its
termination, they will observe confidentiality towards third parties with regard to all data and
matters qualified as confidential by the other party. Confidentiality must also be observed for
data and matters of the parties whose confidentiality the other party can reasonably
understand, without the confidentiality being explicitly indicated.
9.2. Both i-comfort and the Customer will ensure, upon the first request of the other party,
that their personnel sign a confidentiality statement.
9.3. If and insofar as the Customer must use software for which i-comfort holds the
intellectual property rights in using the services under the agreement, i-comfort hereby
grants the Customer the right to use this software for the duration of the agreement. The
right of use only relates to all those parts of the software and only includes those powers that
are necessary to perform the agreed services. All intellectual or industrial property rights
remain exclusively with i-comfort or its licensors.
9.4. i-comfort indemnifies the Customer against claims by third parties regarding
infringement of their intellectual property rights concerning the software referred to in the
previous paragraph of this article, provided that the Customer immediately reports to
i-comfort in writing and leaves the handling of the claim, both in and out of court, exclusively,
or at least also, to i-comfort and provides all reasonable cooperation.
10. Delivery, Installation, and Acceptance of Audiovisual Setups and Installations
10.1. Only if agreed upon in writing will i-comfort deliver and install the Audiovisual setup –
or parts thereof – in accordance with the specifications laid down in writing.
10.2. After delivery and/or installation of the Audiovisual setup, the Customer has fourteen
days to perform an acceptance test. After the expiry of this period for the acceptance test,
the Audiovisual setup – or parts thereof – is deemed to have been accepted, unless the
Customer has informed i-comfort in writing of defects within three days after the performance
of the acceptance test. After repair of these defects by i-comfort, the Audiovisual setup – or
parts thereof – is deemed to have been accepted on the third day after repair.
10.3. The Customer cannot withhold acceptance of the Audiovisual setup – or parts thereof
– due to the existence of minor errors that reasonably do not prevent the operational
commissioning of the network.
10.4. After acceptance of the Audiovisual setup – or parts thereof – the provisions for
maintenance and management as laid down in the agreement and its appendices apply.

11. Training and Education
11.1. The results of the use of the observations made, advice given, or other work performed
by the supplier depend on various factors that are beyond the supplier’s influence. The
supplier has the best-effort obligation to execute the assignment to the best of its knowledge
and ability and in accordance with the requirements of good craftsmanship. The supplier
determines the manner in which and by whom the agreed work is performed.
11.2. Copyright
11.2.1. The copyright and publication right to, as well as the ownership of, the training
materials made available by the supplier rest with the supplier and/or the author of these
training materials.
11.2.2. Reproduction, publication, provision to third parties, or copying of the materials is
only permitted with the explicit written permission of the supplier.
11.2.3. The customers of, and participants in, training activities are not entitled to offer
services and products of the supplier with the same or comparable content to third parties,
unless with the explicit permission of the supplier.
11.2.4. For every action performed contrary to this provision, the client owes a fixed penalty
of € 10,000, without prejudice to the supplier’s right to claim full compensation. If, contrary to
this provision, use is nevertheless made of the materials referred to, the client is fully liable
for any direct or indirect damage that may arise as a result.
11.3. Training
11.3.1. A training activity will not take place if there are insufficient or an excess of
participants, this at the discretion of the supplier and/or training partner or as agreed.
11.3.2. The supplier generally decides four weeks before the start date about whether or not
an activity will take place. However, the supplier reserves the right to postpone this decision
up to two weeks before the start date.
11.3.3. If an activity does not take place, a refund of the already paid participation fee will
occur.
11.3.4. The participant has the opportunity to cancel their participation in writing up to four
weeks before the scheduled start date, after which only the administration costs will be
charged. Within four weeks before the scheduled start date, the participant owes the total
participation price.
11.3.5. Notwithstanding the provisions of the preceding paragraph, if the registration took
place before the start of or at the beginning of the school year in which the open activities
take place, the participant has the opportunity to cancel their participation in writing up to one
month after the date of registration, after which only the administration costs will be charged.
11.3.6. The registered participant has the right to have a substitute participant take part in
the activity. If the participant makes use of this possibility, the supplier must be informed of
this in a timely manner.
11.3.7. Unless expressly stated otherwise, travel and accommodation costs of the person (or
persons) performing the relevant work and costs of purchasing prescribed literature and
materials for participants are for the account of the client. If it is impossible for an instructor
to provide an activity due to force majeure, the supplier will try to deploy a substitute
instructor. If this is not possible, however, the supplier reserves the right to move the activity
to another time.
11.3.8. The supplier has the right to change the instructors and the course management,
even after the names of the instructors and the course management have been made public
through publications, advertisements, and the like. The participant and the Customer cannot
derive any rights from these changes to cancel the registration, unless the participant
complies with the provision regarding cancellation.

12. Dissolving Conditions
12.1. Each of the parties is authorized to dissolve this agreement immediately, without
further notice of default and without prior judicial intervention, wholly or partially for the future
if:
12.1.1. Goods made available by or on behalf of the counterparty in the context of this
agreement are seized.
12.1.2. The counterparty is a legal entity and is dissolved.
12.1.3. The counterparty is granted a moratorium on payments.
12.1.4. The counterparty has been declared bankrupt.
12.1.5. Control over the counterparty passes into the hands of another party due to merger
or acquisition.
12.1.6. The executor is no longer available and i-comfort does not provide another executor
who is considered capable of continuing the work.
12.2. i-comfort shall not be obliged to pay any compensation to the Customer due to the
termination.
12.3. If one of the parties is unable to fulfill its obligations under this agreement for a period
of more than three (3) months due to force majeure, or if it is established that it will be in
default for at least three (3) months in this way, the other party has the right to dissolve this
agreement solely by means of a registered letter with immediate effect, without any right to
compensation arising as a result. The party concerned will inform the other party of a
(possible) force majeure situation as soon as possible. Force majeure also includes a
shortcoming on the part of suppliers or other contract partners of i-comfort.

13. Applicability and the Competent Court
13.1. The agreement between i-comfort and the Customer, including its formation and any
supplements thereto, is exclusively governed by Dutch law.
13.2. Insofar as mandatory law does not dictate otherwise, the competent court in the district
of Breda has exclusive jurisdiction to take cognizance of any disputes between i-comfort and
the Customer. i-comfort, however, remains authorized to submit disputes to the court that
would be competent to take cognizance of disputes between parties without the stipulation in
the previous sentence. These general terms and conditions have been filed with the
Chamber of Commerce Brabant