Terms and Conditions

Definitions

Jalin Media B.V., trading as SaaSmatching, located in Oud-Beijerland under Chamber of Commerce number 84972599. Customer: the party with whom Jalin Media B.V. has entered into an agreement. Parties: Jalin Media B.V. and the customer together. Consumer: a customer who is also an individual and who acts as a private person. Applicability of general terms and conditions

These terms and conditions apply to all quotations, offers, activities, orders, agreements, and the provision of services or products by or on behalf of Jalin Media B.V.. Parties can only deviate from these conditions if they have expressly and in writing agreed to do so. Parties explicitly exclude the applicability of any additional or deviating general terms and conditions of the customer or third parties. Quotations and Offers

Quotations and offers from Jalin Media B.V. are non-binding unless expressly stated otherwise. An offer or quotation is valid for a maximum of 2 weeks, unless a different acceptance period is specified in the offer or quotation. If the customer does not accept an offer or quotation within the specified period, the offer or quotation expires. Quotations and offers do not apply to subsequent orders unless explicitly and in writing agreed upon by the parties. Acceptance

Verbal acceptance by the customer binds Jalin Media B.V. only after the customer has confirmed it in writing (or electronically). Prices

All prices used by Jalin Media B.V. are in euros, excluding VAT, and including any other costs such as administrative fees, taxes, and travel, shipping, or transportation costs, unless explicitly stated otherwise or agreed upon otherwise. All prices for products or services offered by Jalin Media B.V., on its website, or otherwise disclosed, can be changed by Jalin Media B.V. at any time. The price for a service provided by Jalin Media B.V. is determined based on the actual hours worked. The price is calculated according to the standard hourly rates of Jalin Media B.V., applicable for the period in which the work is performed, unless a different hourly rate has been agreed upon. If the parties have agreed on a total amount for a service provided by Jalin Media B.V., this is always an estimated price unless the parties have explicitly and in writing agreed on a fixed price that cannot be deviated from. Jalin Media B.V. is entitled to deviate up to 10% from the estimated price. If the estimated price exceeds 10%, Jalin Media B.V. must promptly inform the customer of the reasons for the justified higher price. If the estimated price exceeds 10%, the customer has the right to cancel the portion of the order that exceeds the estimated price plus 10%. Jalin Media B.V. has the right to adjust prices annually. Prior to the adjustment, Jalin Media B.V. will inform the customer of the price changes. The consumer has the right to terminate the agreement with Jalin Media B.V. if they do not agree with the price increase. Consequences of Late Payment

If the customer does not pay within the agreed term, Jalin Media B.V. is entitled to charge interest at a rate of 1% per month from the day the customer is in default, with a portion of a month considered as a full month. When the customer is in default, they are also liable for extrajudicial collection costs and any damages owed to Jalin Media B.V.. The collection costs are calculated in accordance with the Decree on Compensation for Extrajudicial Collection Costs. If the customer does not pay on time, Jalin Media B.V. may suspend its obligations until the customer fulfills their payment obligation. In the event of liquidation, bankruptcy, attachment, or suspension of payment on the part of the customer, Jalin Media B.V.’s claims against the customer become immediately due and payable. If the customer refuses to cooperate in the execution of the agreement by Jalin Media B.V., they are still obligated to pay the agreed price to Jalin Media B.V.. Right of Suspension

Unless the customer is a consumer, the customer waives the right to suspend the performance of any obligation arising from this agreement. Offsetting

Unless the customer is a consumer, the customer waives the right to set off a debt to Jalin Media B.V. against a claim against Jalin Media B.V.. Warranty

When parties enter into an agreement of a service nature, Jalin Media B.V. is only obligated to make efforts, not guaranteed results. Execution of the Agreement

Jalin Media B.V. executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. Jalin Media B.V. has the right to have the agreed-upon services (partially) performed by third parties. The execution of the agreement is done in mutual consultation and after written agreement and payment of any agreed advance by the customer. It is the customer’s responsibility to ensure that Jalin Media B.V. can commence the execution of the agreement in a timely manner. If the customer has not ensured that Jalin Media B.V. can commence the execution of the agreement on time, any resulting extra costs and/or hours will be borne by the customer. Provision of Information by the Customer

The customer provides all information, data, and documents relevant to the correct execution of the agreement to Jalin Media B.V. in a timely manner and in the desired format and manner. The customer is responsible for the accuracy, completeness, and reliability of the provided information, data, and documents, even if they come from third parties, unless the nature of the agreement dictates otherwise. If and to the extent that the customer requests, Jalin Media B.V. will return the relevant documents. If the customer does not, not timely, or not properly provide the information, data, or documents reasonably requested by Jalin Media B.V., and as a result, the execution of the agreement is delayed, the resulting additional costs and extra hours will be borne by the customer. Duration of the Agreement

The agreement between Jalin Media B.V. and the customer is entered into for a period of 1 year, unless the nature of the agreement dictates otherwise or the parties have explicitly and in writing agreed otherwise. If an agreement for a fixed term has been entered into, it will be automatically converted into an agreement for an indefinite term after the term has expired unless one of the parties terminates the agreement with a notice period of months, or a consumer terminates the agreement with a notice period of 1 month, in which case the agreement ends automatically. If the parties have agreed on a term for the completion of specific activities within the duration of the agreement, this term is never a strict deadline. If this term is exceeded, the customer must notify Jalin Media B.V. in writing of the default. Confidentiality

The customer shall keep confidential all information (in any form) received from Jalin Media B.V. The same applies to all other information concerning Jalin Media B.V. of which the customer knows or can reasonably suspect that it is confidential, or disclosure of which could damage Jalin Media B.V.. The customer shall take all necessary measures to ensure the confidentiality of the information described in paragraphs 1 and 2. The confidentiality obligation described in this article does not apply to information: that was already public before the customer became aware of such information, or that became public later without being a result of a breach of the customer’s confidentiality obligation that the customer discloses due to a legal obligation The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination. Penalty Clause

If the other party violates the article of these general terms and conditions concerning confidentiality or intellectual property, they shall be liable to pay an immediately due penalty for each violation, to the benefit of Jalin Media B.V.. If the other party is a consumer, this penalty shall amount to €1,000. If the other party is a legal entity, this penalty shall amount to €5,000. In addition, the other party shall be liable to pay an amount of 5% of the amount mentioned in paragraph 1 for each day that the violation continues. No prior notice of default or judicial proceedings is required for the imposition of this penalty. Nor does there need to be any form of damage. The imposition of the penalty referred to in the first paragraph of this article does not affect Jalin Media B.V.’s other rights, including its right to claim damages in addition to the penalty. Indemnification

The customer indemnifies Jalin Media B.V. against all claims from third parties related to the products and/or services provided by Jalin Media B.V.. Complaints

The customer must examine a product delivered by Jalin Media B.V. or a service provided as soon as possible for any deficiencies. If a delivered product or provided service does not meet what the customer could reasonably expect from the agreement, the customer must notify Jalin Media B.V. of this as soon as possible, but in any case within 1 month of discovering the deficiencies. Consumers must notify Jalin Media B.V. of such deficiencies within 2 months of discovering them. The customer must provide a detailed description of the deficiencies so that Jalin Media B.V. can respond adequately. The customer must demonstrate that the complaint relates to an agreement between the parties. If a complaint relates to ongoing work, this cannot result in Jalin Media B.V. being obliged to perform other work than agreed upon. Notice of Default

The customer must make notices of default known to Jalin Media B.V. in writing. It is the customer’s responsibility to ensure that a notice of default actually (timely) reaches Jalin Media B.V.. Joint and Several Liability of the Customer

If Jalin Media B.V. enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts they owe to Jalin Media B.V. under that agreement. Liability of Jalin Media B.V.

Jalin Media B.V. is only liable for any damage suffered by the customer if and to the extent that such damage is caused by intent or willful recklessness. If Jalin Media B.V. is liable for any damage, it is only liable for direct damage resulting from or related to the execution of an agreement. Jalin Media B.V. is never liable for indirect damage, such as consequential damage, loss of profit, missed savings, or damage to third parties. If Jalin Media B.V. is liable, this liability is limited to the amount paid out by a closed (professional liability) insurance policy and, in the absence of full payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates. All images, photos, colors, drawings, descriptions on the website, or in a catalog are indicative only and are only approximations. They cannot lead to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation. Expiration Period

Any right of the customer to compensation from Jalin Media B.V. expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code. Right of Termination

The customer has the right to terminate the agreement if Jalin Media B.V. is in breach of its obligations, unless this breach, due to its special nature or minor significance, does not justify termination. If the performance of the obligations by Jalin Media B.V. is not permanently or temporarily impossible, termination can only take place after Jalin Media B.V. is in default. Jalin Media B.V. has the right to terminate the agreement with the customer if the customer does not fully or timely fulfill their obligations under the agreement, or if Jalin Media B.V. becomes aware of circumstances that give it good reason to fear that the customer will not be able to properly fulfill their obligations. Force Majeure

In addition to Article 6:75 of the Dutch Civil Code, it applies that a failure in the fulfillment of any obligation by Jalin Media B.V. towards the customer cannot be attributed to Jalin Media B.V. in a situation beyond its control, which entirely or partly prevents the fulfillment of its obligations towards the customer or makes it unreasonable to expect such fulfillment from Jalin Media B.V.. The aforementioned force majeure situation also includes – but is not limited to – a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); default or force majeure of suppliers, delivery people, or other third parties; unexpected disruptions of electricity, internet, computer, and telecommunication systems; computer viruses, strikes, government measures, unforeseen transport problems, adverse weather conditions, and work stoppages. If a force majeure situation arises that prevents Jalin Media B.V. from fulfilling one or more obligations to the customer, these obligations will be suspended until Jalin Media B.V. can fulfill them again. After a force majeure situation has lasted at least 30 calendar days, both parties may terminate the agreement in writing, either entirely or partially. Jalin Media B.V. is not liable for any (damages) compensation, even if it has benefited from the force majeure situation, as a result of such force majeure situation. Amendment of the Agreement

If, after concluding the agreement, it appears necessary to change or supplement its content for its execution, the parties will amend the agreement accordingly in a timely manner and in mutual consultation. Amendment of General Terms and Conditions

Jalin Media B.V. is entitled to change or supplement these general terms and conditions. Changes of minor importance can be implemented at any time. Jalin Media B.V. will discuss significant substantive changes with the customer as much as possible in advance. Consumers are entitled to terminate the agreement in case of a substantial change to the general terms and conditions. Assignment of Rights

Rights of the customer arising from an agreement between the parties cannot be transferred to third parties without the prior written consent of Jalin Media B.V.. This provision shall apply as a provision with a property law effect as referred to in Article 3:83(2) of the Dutch Civil Code. Consequences of Nullity or Voidability

If one or more provisions of these general terms and conditions are null or voidable, this shall not affect the other provisions of these terms and conditions. A provision that is null or voidable will be replaced by a provision that comes as close as possible to what Jalin Media B.V. had in mind when drafting the terms and conditions. Applicable Law and Jurisdiction

Only Dutch law applies to every agreement between the parties. The Dutch court in the district where Jalin Media B.V. is established/practices/has its office is exclusively competent to hear any disputes between the parties, unless the law requires otherwise.

Drawn up on January 1, 2022.