GENERAL TERMS AND CONDITIONS OF LEAD MACHINE B.V.

Established at Stationsweg 32, 1441 EJ Purmerend, the Netherlands
Registered with the Chamber of Commerce under number 34266634

Article 1. Definitions

1. In these general terms and conditions, the following terms are capitalised and defined as stated below, unless expressly stated otherwise:

   Lead Machine:	the user of these general terms and conditions within the meaning of Book 6, Section 231(b) of the Dutch Civil Code in an Agreement with the Applicant or the Supplier.
   Applicant:	the natural or legal person who shares a Project with Lead Machine in order to enable Lead Machine to share the Project with Suppliers in an anonymised form.
   Supplier:	the software supplier who is being contacted or has been contacted by Lead Machine with the Anonymous Project Report.
   Other Party:	Lead Machine's contractual other party to the Agreement.
   Project:	written description submitted by the Applicant to Lead Machine of business software wanted by the Applicant to enable Lead Machine to contact Suppliers with an Anonymous Project Report in order to match supply and demand and establish a Match.
   Anonymous Project Report:	written summary of an available Project, from which the contact details of the Applicant have been removed or anonymised.
   Agreement:	the agreement between Lead Machine and the Other Party on the basis of which Lead Machine will assist in establishing a Match.
   Supply of a Lead:	electronic provision of the Applicant's contact details to the Supplier.
   Match:	a "Match" occurs when a Supplier notifies Lead Machine that it wants to receive an Applicant’s contact details, for example by e-mail or by placing an order to that effect in the online customer portal.
   Success fee:	fee payable by the Supplier to Lead Machine in the event the Supplier requests Lead Machine to Supply a Lead, for example in writing by email or by placing an order in the online customer portal.

2. In these general terms and conditions, "in writing" or “written” includes communication by e-mail, fax or electronically (e.g. through an online interface), provided that the sender’s identity and integrity of the content are sufficiently established.

Article 2. Applicability

1. These general terms and conditions are applicable to all offers, quotations, Agreements, services and activities by Lead Machine, of any kind whatsoever, as well as to their fulfilment, unless such applicability is expressly excluded in full or in part in writing or explicitly agreed otherwise.
2. Any general terms and conditions of the Other Party, under any title, are expressly rejected. Any deviations from and additions to these terms and conditions only apply if and insofar as they have been expressly accepted by Lead Machine in writing.
3. When deviations from these general terms and conditions have been permitted by Lead Machine, whether tacitly or not, for a short or longer period of time, this shall not affect its right to still demand direct and strict compliance with these terms and conditions. The Other Party cannot derive any rights from the manner how Lead Machine applies these terms and conditions.
4. These terms and conditions also apply to all Agreements with Lead Machine, for the execution of which Lead Machine involves third parties. These third parties may rely directly on these terms and conditions, including any limitations of liability.
5. If one or more of the provisions of these general terms and conditions or any other Agreement with Lead Machine should be in conflict with a mandatory statutory provision or any applicable statutory regulation, the provision in question will lapse and a new, legally permissible and comparable provision to be determined by Lead Machine will take its place.
6. The Other Party with whom a contract has been concluded on these terms and conditions, is deemed to tacitly agree to the applicability of these terms and conditions to a subsequent Agreement concluded with Lead Machine.
7. In case of a conflict between the content of an Agreement concluded between the Other Party and Lead Machine and these terms and conditions, the content of the Agreement shall prevail.

Article 3. Offers and quotations

1. All offers and quotations by Lead Machine are revocable and made without obligation, unless otherwise stated in writing.
2. A compound quotation does not oblige Lead Machine to deliver part of the Work included in the offer or quotation at a corresponding part of the quoted price.
3. The content of the Agreement is exclusively determined by the description of the Agreement given in the quotation and order confirmation. Lead Machine shall not be bound by acceptance if it deviates (on minor points) from the offer included in the quotation. The Agreement will in that case not be concluded in accordance with this deviating acceptance, unless Lead Machine states otherwise.
4. Obvious mistakes or errors in Lead Machine's offer do not bind Lead Machine.
5. The prices in Lead Machine's offers and quotations are exclusive of VAT and other government levies, unless otherwise stated.

Article 4. Agency activities

1. By providing a Project to Lead Machine, the Applicant gives Lead Machine the right to share the Anonymised Project Report with Suppliers who have stated that they wish to receive leads in that class/sector/location/size to enable a Match to take place.
2. Lead Machine merely brings supply and demand together, however, is not part of any agreement concluded between the Applicant and a Supplier. Lead Machine is merely instrumental in establishing the relevant Match.
3. Lead Machine will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of proper workmanship. This obligation comprises a best-efforts obligation, unless otherwise agreed in writing. Lead Machine gives no guarantee whatsoever as to the creation of a Match or that the agency activities will effectively lead to an agreement between the Applicant and a Supplier or in what time frame such an agreement could be concluded.
4. The Other Party cannot derive any rights from advice and information received from Lead Machine that are not related to the Agreement.
5. If and when, according to Lead Machine, so required for the proper execution of the Agreement, Lead Machine is entitled to have certain Work performed by third parties.

Article 5. Match and Supply of a Lead

1. Except as stated below, a Match is established at the time the Supplier has stated in writing to Lead Machine that it wishes to receive the contact details of an Applicant or has placed an order in the online customer portal for this purpose.
2. The Match will agree on the Success Fee payable by the Supplier to Lead Machine for Supplying the Lead.
3. Any additional agreements or changes made subsequently are only binding on Lead Machine if they have been confirmed in writing by Lead Machine.
4. For Agreements, Work or transactions for which, according to their nature and scope, no written offer or order confirmation is sent, the invoice is deemed to reflect the Agreement accurately and completely, unless objected to in writing within 7 working days from the invoice date.

Article 6. Execution period

If Lead Machine has stated a term for the execution of the Agreement, this term shall only be indicative. A stated execution period is therefore never to be considered a deadline. If a term is exceeded, the Other Party must therefore give written notice of default to Lead Machine. Lead Machine must be offered a reasonable time to execute the Agreement after all.

Article 7. Complaints

1. The Supplier may be entitled to claim all or part of the Success Fee only in the following cases:
   1. if, after the Supply of a Lead, the Supplier appears to already have had contact with the Applicant in the 6 months preceding the Supply of a Lead about the same Project in unaltered form. In this case, the Supplier must notify Lead Machine in writing within 2 working days after the Supply of the Lead, failing which the right to complain lapses. The Supplier must enclose proper evidence (in writing) which sufficiently shows that the Supplier has already had contact with the Applicant about the same Project.
   2. if the Supplier fails to contact the Applicant after submitting a Lead. In this case, the Supplier must make all reasonable efforts to contact the Applicant for at least 4 weeks. Reasonable efforts means in any case, but not exclusively, that the Supplier shall contact the Applicant within 2 working days after the Supply of a Lead using the contact details provided by Lead Machine. If this fails despite these efforts, the Supplier must notify Lead Machine in writing no later than 2 weeks after the end of the aforementioned 4-week period, failing which the right to claim lapses;
   3. when imperfections or inaccuracies in the Anonymous Project Report cause the Submission of a Lead to be of no value to the Supplier. For example, in the event that the Anonymous Project Report states that the Applicant is open to a cloud solution and, when the Supplier contacts the Applicant, this turns out not to be the case and the Supplier only offers a cloud solution. The Anonymous Project Report is prepared by Lead Machine with all due care. However, minor imperfections or inaccuracies may occur. A complaint for any such reason must be made in writing to Lead Machine no later than 3 months after the Supply of a Lead.
2. Other complaints, which are not covered by paragraphs 1 and 2 of this article, must in any case be made known to Lead Machine in writing within 3 months after the Supply of a Lead, in default of which any right to complain lapses and the complaint will not be dealt with by Lead Machine.
3. Complaints should be made exclusively by e-mail to: support-nl@leadmachine.eu. With every request regarding a complaint, the Supplier must provide a clear, accurate description of the complaint and state the invoice used for the order in question.
4. Any right of claim of the Applicant against Lead Machine in respect of the Supply of a Lead by Lead Machine, lapses if:
   1. Lead Machine has not been notified of the defects within the time limits specified in paragraphs 1, 2 and 3 of this article and/or in the manner there specified;
   2. the Supplier, in Lead Machine's opinion, does not cooperate or insufficiently cooperates in respect of an investigation into the merits of the complaints;
   3. in Lead Machine's opinion, the Supplier cannot sufficiently demonstrate, for example by submitting written evidence, that the Supplier has complied with its obligations under paragraphs 1, 2 and 3 of this article or if Lead Machine believes that the evidence provided is not authentic;
   4. the Supplier uses or continues to use the Applicant's contact details provided by Lead Machine;
   5. the Supplier has entered into an agreement with the Applicant as a result of agency activities performed by Lead Machine;
   6. the Supplier has not received the contact details of the Applicant and the Supplier fails to notify Lead Machine in writing within 24 hours of the Match;
   7. no Project is planned or the Project is postponed by more than one year by the Applicant. This must involve a delay of more than one year from the communicated date of decision deadline and implementation or execution. The Supplier must notify Lead Machine of this in writing no later than 3 months after a Lead is submitted.
5. Complaints - for any reason - submitted more than 3 months after the Supplier has supplied a Lead will not be considered by Lead Machine.
6. If the Supply of a Lead does not meet the quality guarantees set by Lead Machine, Lead Machine will give the Supplier a credit on the Supplier's account which the Supplier can use to provide new orders for the Supply of a Lead to Lead Machine. This credit is automatically used on the next order(s) or order until the credit is fully used. If the Supplier no longer wishes to use Lead Machine's services, Lead Machine will pay the remaining credit upon the Supplier's written request within 30 days.

Article 8. Amendment of the Agreement

1. Any changes to the agreement after its conclusion are only valid if they have been confirmed by Lead Machine to the Other Party in writing or by e-mail.
2. Termination, cancellation, dissolution or withdrawal of an order for the Supply of a Lead cannot be cancelled once it has been given. If the Supplier terminates, cancels, dissolves or withdraws the order after the Supplier has ordered the Supply of a Lead, the Client shall owe payment for the agreed Success Fee in full.

Article 9. Fees and rate change

1. The Applicant shall not owe any fee to Lead Machine for the agency activities.
2. The Supplier owes a Success Fee to Lead Machine in case of a Match. As soon as Lead Machine proceeds with the Supply of a Lead, the Supplier owes the agreed Success Fee. The moment for the Supply of a Lead shall be the date and time when the e-mail containing the contact details of the Applicant is sent to the Supplier by Lead Machine.
3. In the Anonymous Project Report, i.e. prior to the establishment of the Match, Lead Machine clearly states the amount of the Success Fee if the Supplier requests Lead Machine to proceed with the Supply of a Lead.
4. Lead Machine is entitled to adjust its rates at any time.

Article 10. Invoicing and payment

1. Each Agreement is entered into by Lead Machine under the suspensive condition that Lead Machine is entitled to check the Supplier’s creditworthiness with respect to the financial performance of the Agreement. If, for fair reasons, Lead Machine believes that the Supplier is not (sufficiently) creditworthy, Lead Machine is entitled to temporarily suspend its obligations. In the case of such suspension, Lead Machine will immediately notify the Supplier in writing and offer the Supplier the opportunity to provide a security.
2. Unless explicitly agreed otherwise, the Success Fee payable by the Supplier to Lead Machine will be invoiced on the first working day of the new month. Lead Machine will send the Supplier a digital invoice for this purpose. Lead Machine is at all times entitled to require a (full or partial) advance payment of the Success Fee from the Supplier before proceeding to the supply of a Lead.
3. Payment of invoices must be made within 30 days of the invoice date, in a manner to be specified by Lead Machine in the currency used for the invoice.
4. After expiry of the agreed payment term, the Supplier shall be in default by operation of law without further notice of default being required.
5. From the moment of default, the Supplier shall owe interest on the due and payable amount of 1% per month, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate applies. All (extra)judicial costs incurred by Lead Machine to obtain payment - both in and out of court - shall from that moment be for the account of the Supplier. In that case, the Supplier owes compensation of at least 15% of the outstanding amount, with a minimum of € 150. Any costs effectively incurred and to be incurred by Lead Machine exceeding this amount shall also be subject to compensation.
6. If the Supplier has failed to fulfil its payment obligations, Lead Machine shall be entitled to suspend the fulfilment of the obligations entered into in respect of the Supplier for the execution of agency activities until payment has been made or proper security has been provided. The same applies even before the moment of default if Lead Machine has a reasonable suspicion that there are reasons to doubt the Supplier's creditworthiness.
7. In the event of liquidation, bankruptcy, debt restructuring or suspension of payments of the Supplier or an application for this, Lead Machine's claims and the Supplier's obligations to Lead Machine shall immediately be due and payable.
8. If the Supplier, for any reason, has one or more counterclaims on Lead Machine, the Supplier waives the right to offset any amounts. Said waiver of the right to offset amounts also applies if the Supplier applies for (provisional) suspension of payment or is declared bankrupt.

Article 11. Suspension and dissolution

1. If the Supplier fails to comply with its obligations under the Agreement, Lead Machine is, without prejudice to the provisions in this respect in the Agreement, entitled to dissolve the Agreement out of court by registered letter. Dissolution will only take place after the Supplier has been given written notice of default and has been offered a reasonable term to remedy the default.
2. Further to this, Lead Machine is, without any demand or notice of default being required, entitled to dissolve the Agreement in whole or in part by registered letter out of court and with immediate effect if:
   1. the Supplier applies for (provisional) suspension of payment or the Supplier is granted (provisional) suspension of payment;
   2. the Supplier files for its own bankruptcy or is declared bankrupt;
   3. the Supplier submits an application for (legal) debt restructuring or debt assistance or when any legal provision regarding debt restructuring or debt assistance applies to the Supplier;
   4. the Supplier's business is liquidated;
   5. a significant part of the Supplier's business is acquired;
   6. the Supplier ceases its current business;
   7. a substantial part of the Supplier's assets is seized through no fault of Lead Machine, or if the Supplier must otherwise no longer be deemed capable of fulfilling the obligations under the Agreement.
3. The Supplier shall only be entitled to suspend or dissolve the Agreement with Lead Machine insofar as this right ensues from the law. If, at the time of dissolution, the Supplier had already received any performance in the execution of the Agreement, he may only partially dissolve the Agreement and only for that part which has not yet been executed by or on behalf of Lead Machine.
4. Any amounts invoiced by Lead Machine to the Supplier before the dissolution with regard to the performance already made by Lead Machine in the execution of the Agreement will continue to be due by the Supplier to Lead Machine in full and will become immediately due and payable at the time of dissolution.
5. If the Supplier, after having been given notice of default, fails to fulfil any obligation arising from the Agreement, or does not fulfil it in full or in time, Lead Machine is entitled to suspend its obligations in respect of the Supplier, without being obliged to pay any compensation to the Supplier as a result. Lead Machine shall also be entitled to this in the circumstances referred to in paragraph 2 of this article.

Article 12. Liability

1. If Lead Machine is liable for any loss, this liability is limited to compensation for direct loss and to a maximum of the Success Fee owed by the Supplier to Lead Machine under the Agreement, with an absolute maximum of €1,500 per case, at least that part of the Agreement to which the liability relates.
2. Lead Machine's liability is in any case always limited to the amount paid by Lead Machine's insurer in the relevant case.
3. Direct loss only means:
   1. reasonable costs to determine the cause and extent of the loss to the extent that the determination relates to a loss within the meaning of these general terms and conditions;
   2. any reasonable costs incurred to have Lead Machine's faulty performance comply with the Agreement, unless it cannot be attributed to Lead Machine;
   3. reasonable costs incurred to prevent or limit damage, insofar as the Supplier demonstrates that these costs have led to a limitation of the direct loss referred to in these general terms and conditions.
4. Lead Machine shall never be liable for personal injury, lost profits, lost savings, lost sales, loss due to interruption in business operations and loss as a result of fines imposed for not meeting Supply or completion deadlines. Furthermore, Lead Machine shall not be liable for loss, of any kind or in any form whatsoever, due to the fact that it has relied on inaccurate or incomplete information or data provided by the Applicant.
5. Lead Machine shall in no way be liable in respect of the Applicant or Supplier for the manner in which these parties execute an agreement concluded between the Applicant and the Supplier through Lead Machine's agency activities, including faults in the fulfilment of the execution.
6. The limitations of liability for direct loss contained in these general terms and conditions do not apply if the loss is due to intent or gross negligence on the part of Lead Machine.

Article 13. Limitation

Any liability of Lead Machine shall expire by the lapse of 1 year from the time when the agency activities, which are the cause of the loss, were performed.

Article 14. Indemnification

The Other Party indemnifies Lead Machine against any claims by third parties who suffer with a loss with respect to the Agreement and the cause of which is attributable to the Other Party. If Lead Machine should be sued by third parties on that account, the Other Party is obliged to assist Lead Machine both in and outside a court of law and to immediately take any action that may be expected of the Other Party in that case. If the Other Party fails to take adequate measures, Lead Machine shall, without notice of default, entitled to take such measures by itself. All costs and damages on the part of Lead Machine and third parties as a result, shall be fully for the account and at the risk of the Other Party.

Article 15. Intellectual property

1. Without prejudice to the other provisions of these general terms and conditions, Lead Machine reserves all intellectual and industrial property rights that may arise from the agency activities or are vested in the work, as well as any powers to which Lead Machine is entitled under the law with respect to this.
2. Any works provided by Lead Machine are exclusively intended to be used within the Other Party's own organisation and may not be reproduced, disclosed or brought to the notice of third parties by him without Lead Machine's prior consent, unless the nature of the works dictates otherwise.

Article 16. Confidentiality

1. Both Lead Machine and the Other Party are obliged to observe confidentiality with regard to all confidential information which they have obtained from each other or from other sources under their Agreement. Information is deemed to be confidential if so notified by one of these parties or if this ensues from the nature of the information. Confidential information is in any case understood to mean all contact information of Applicants supplied by Lead Machine to the Supplier and information and data relating to a Project, including an Anonymous Project Report.
2. If, pursuant to a statutory provision or a court decision, Lead Machine is obliged to provide confidential information to third parties designated by the law or the competent court, and Lead Machine cannot invoke a legal right to refuse to give evidence or a right recognised or permitted by the competent court, Lead Machine shall not be obliged to pay compensation or indemnification and the Other Party shall not be entitled to dissolve the Agreement on the basis of any loss caused by this.
3. Lead Machine reserves the right to use any knowledge gained from the execution of the agency activities for other purposes, as long as no confidential information is provided to third parties.

Article 17. Force majeure

1. The parties are not obliged to fulfil any obligation if they are prevented from doing so as a result of a circumstance that is not attributable to fault, and for which they are not responsible by virtue of the law, a legal act or generally accepted practice.
2. In these general terms and conditions, in addition to what is understood in this respect in the law and jurisprudence, force majeure means all external causes, foreseen or unforeseen, which Lead Machine does not have any control of, but as a result of which Lead Machine is unable to fulfil its obligations. This includes strikes at Lead Machine's company.
3. Lead Machine is moreover entitled to invoke force majeure if the circumstance preventing (further) fulfilment occurs after Lead Machine should have fulfilled its commitment.
4. The parties may suspend their obligations under the Agreement during the period of force majeure. If this period continues longer than 2 months, each of the parties shall be entitled to dissolve the Agreement, without any obligation to pay damages to the other party.
5. To the extent that, at the time of the occurrence of force majeure, Lead Machine has already partially fulfilled its obligations under the Agreement or will be able to fulfil these, and the fulfilled or to be fulfilled part has independent value, Lead Machine is entitled to separately invoice the part already fulfilled or to be fulfilled respectively. The Supplier is obliged to pay this invoice as if it were a separate Agreement.

Article 18. Amendment of general terms and conditions

Lead Machine reserves the right to amend these terms and conditions at any time. The amended terms and conditions take effect from the announced time of effectiveness and also apply to Agreements already concluded. Lead Machine will timely send the amended terms and conditions to the Other Party. If no time of effectiveness has been notified, any amendments in respect of the Other Party will take effect as soon as the Other Party has been notified of the amendment.

Article 19. Applicable law and choice of court

1. All Agreements concluded and to be concluded by Lead Machine are governed by Dutch law.
2. Any disputes - including those which are only considered as such by one of the parties - arising as a result of an Agreement to which these terms and conditions apply in full or in part, or as a result of other Agreements resulting from such an Agreement, will be settled by the competent court in the district of Lead Machine's place of business, unless this is prevented by a mandatory provision of law. This shall not affect any agreement to be made between Lead Machine and the Other Party in order to have the dispute settled by independent arbitration.