ANNEX 1 – GENERAL TERMS AND CONDITIONS OF UNMUTED B.V.

Article 1. Definitions

When capitalized terms are used in these general terms and conditions, they mean:

1. “General Terms and Conditions”: these general terms and conditions of Unmuted;

2. “Unmuted”: the private limited company Unmuted B.V., registered in Amsterdam, Chamber of Commerce number 81027451;

3. “Client”: any natural or legal person to whom Unmuted provides a quote, enters into an Agreement or commitment, or negotiates the formation of an agreement;

4. “Agreement”: all arrangements between Unmuted and the Client set out in a written document that fully incorporates these General Terms and Conditions;

5. The plural of a defined term includes the singular, and vice versa;

6. “In writing” includes by certified letter, email, or other electronic means (e.g., WhatsApp, Slack) that can be saved and printed as evidence.

Article 2. Applicability

1. These General Terms and Conditions apply to all inquiries, the Agreement, and other commitments between Unmuted and the Client. They also apply to all subsequent agreements.

2. Deviations or additions can only be agreed in writing. Oral commitments bind Unmuted only after written confirmation.

3. The Client's terms and conditions are expressly excluded.

4. In case of conflict, the Agreement prevails over these terms and conditions.

Article 3. Offer and Formation

1. Offers from Unmuted are non-binding.

2. Offers do not automatically apply to future assignments.

3. Unmuted’s obligation to perform services arises only when the Client signs the Agreement.

4. If Unmuted tolerates a deviation from the Agreement, the Client cannot derive rights unless confirmed in writing.

Article 4. General provisions on performance of the agreement

1. Unmuted performs the Agreement with due care and professional expertise, as an obligation of best efforts, striving to meet agreed deadlines.

2. Unmuted may engage assistants or third parties, requiring them to perform with due care.

3. All assignments are accepted excluding Articles 7:404 and 7:407(2) of the Dutch Civil Code.

4. The Client must provide all necessary information timely and fully. Unmuted may suspend or terminate if the Client fails to meet these obligations.

5. Material changes to services may alter originally agreed timelines.

Article 5. Prices, Payment, and Collection Costs

1. Unmuted may adjust prices annually at the start of each calendar year and notifies the Client in advance. Cost factor changes allow immediate proportional price adjustments.

2. Payment is due within 30 days of invoice date. Late payment incurs statutory trade interest and may lead to suspension of services.

3. Payments are applied first to extrajudicial costs, then interest, then invoices oldest to newest.

Article 6. Termination or Rescission

1. After the fixed term, either Party may terminate with at least one full calendar month’s notice.

2. An Agreement ends when services are fully completed and payment is fully made. Either Party may rescind immediately for material breach if not cured within a reasonable period after notice, or without notice in cases of bankruptcy, suspension of payments, liquidation, attachment, guardianship, death, or confidentiality breach.

4. Obligations intended to survive termination remain in force.

Article 7. ICT

1. The Client guarantees that provided data carriers, files, or software are virus‑free. Unmuted will handle these with care and only use them for the Agreement.

2. Use of Client‑provided equipment or software is at the Client’s risk and expense; instructions must be provided timely.

3. Both Parties shall adequately secure their systems and infrastructure.

4. Access or identification codes are confidential and must be treated as such by both Parties.

Article 8. Force Majeure

1. Force majeure includes events beyond a Party’s control, excusing nonperformance. If lasting over 30 days, either Party may terminate in writing with immediate effect.

2. Examples include war, riots, boycotts, government measures (e.g., pandemics), supplier insolvency, natural disasters, power or telecommunication failures, and viruses.

Article 9. Liability

1. Unmuted carries liability insurance. Liability is limited to the insurer’s payout per event, with related events counted as one.

2. If no payout occurs, liability is limited to six months of invoices preceding the event.

3. Claims must be substantiated within 30 days of discovery, or rights lapse.

4. Prior to claiming damages, the claiming Party must issue notice of default and allow cure, except for payment obligations.

5. Liability limitations do not apply to intent or gross negligence.

Article 10. Intellectual Property

1. Unmuted retains rights to its intellectual property arising from services or deliverables.

2. Unmuted grants the Client a perpetual license to use these rights for the assignment’s purpose; copying is prohibited.

3. Each Party warrants it has rights to materials provided and that they do not infringe third‑party rights.

Article 11. Data Protection and Privacy

1. The Client bears responsibilities under data protection laws (e.g., GDPR) and Unmuted will assist technically in fulfilling those.

2. Both Parties will comply with applicable privacy requirements when sharing personal data.

3. Appropriate technical and organizational measures will be taken to protect personal data.

4. The Client guarantees provided data are lawfully obtained and do not infringe third‑party rights.

Article 12. Confidentiality and Communication

1. Both Parties must keep all confidential information secret unless disclosure is required for performance or by law. Confidentiality does not apply to information already public, already in possession lawfully, or received from an authorized third party.

2. Employees and subcontractors must adhere to the same confidentiality obligations.

3. Parties shall not disparage each other publicly.

Article 13. Miscellaneous

1. During and for one year after the Agreement, the Client will not employ or solicit Unmuted’s personnel or contractors involved in the work.

2. Except for explicitly agreed provisions, the Client waives rights to rescission, destruction, suspension, or offsetting under Article 6:230 BW.

3. Invalidity of any provision does not affect the remainder.

4. If a provision is void, Parties will amend it in consultation to closely match its intent.

5. Obligations meant to survive termination remain.

6. In case of inconsistency between the Dutch and any translated version, the Dutch version prevails.

Article 14. Governing Law and Jurisdiction

1. Dutch law applies to the Agreement and the relationship between Unmuted and the Client.

2. Disputes will be settled by the District Court of Amsterdam.

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