General Terms and Conditions

Article 1. Definitions

In these general terms and conditions the following terms have the following meanings:

1. Gobsmacked: The Gobsmacked company, as described in Article 2, with which the individual Contract for Services, the performance of work and / or the supply of digital content and services has entered into;

2. Counterparty: The client with which Gobsmacked has concluded an Agreement;

3. Agreement: any consensus between Gobsmacked and Counterparty;

4. Product: that which has been created by Gobsmacked for the implementation of the Agreement with Counterparty, including video productions;

5. In writing: by e-mail, by fax, by post or by means of a physical document;

6. Third party (s): persons not involved in the Agreement.

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Article 2. Identity of Gobsmacked

Gobsmacked BV

Bijsterhuizen 4019-004

6604 LW Wijchen

57388741

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Article 3. General terms

1. and conditions These general terms and conditions apply to every offer and all (future) (legal) actions of Gobsmacked and to any establishment Agreement between Gobsmacked and Counterparty.

2. If the Agreement is concluded electronically, contrary to the previous paragraph and before the Agreement is concluded, the text of these general terms and conditions can be made available to Counterparty electronically in such a way that Counterparty can easily do this. are stored on a durable data carrier. If this is not reasonably possible, it will be indicated before the Agreement is concluded where the general terms and conditions can be inspected electronically and that they will be sent free of charge electronically or otherwise at the request of the Counterparty.

3. Unless explicitly agreed otherwise In writing, the applicability of other general terms and conditions is excluded.

4. Deviations or additions to these general terms and conditions are only valid if they have been explicitly agreed In writing.

5. If and insofar as any provision of these general terms and conditions cannot be invoked on the grounds of reasonableness

and fairness or the unreasonably onerous nature, the relevant provision will in any case have an as much as possible Corresponding meaning in terms of content and scope, so that they can be invoked.

6. Gobsmacked cannot guarantee that the work performed by it will always achieve the result desired by Counterparty. The accepted assignment leads to a best efforts obligation and not a result obligation.

7. Gobsmacked is entitled to engage Third parties for the implementation of the Agreement.

8. The operation of art. 7: 404 and / or 7: 407 paragraph 2 BW is / are excluded.

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Article 4. The offer

1. The offer has a limited period of validity of a maximum of 30 days, unless agreed otherwise In writing.

2. The offer contains a complete and accurate description of the services and digital content offered. The description is sufficiently detailed to allow a proper assessment of the offer by Counterparty. If Gobsmacked uses images, they are a true representation of the services and digital content offered. Obvious mistakes or errors regarding, for example, amounts displayed do not bind Gobsmacked.

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Article 5. The Agreement

1. The Agreement is concluded at the moment of acceptance by the Counterparty of the offer and compliance with the corresponding conditions.

2. Gobsmacked reserves the right not to implement a concluded Agreement, for example if it has reasonable doubts or information that the Counterparty will not (be able to) meet its (financial) obligations. If Gobsmacked refuses, it will notify Counterparty In writing of the refusal within a reasonable period after the conclusion of the Agreement.

3. Agreed delivery terms are always indicative terms. The terms for delivery / completion are not strict deadlines. Exceeding a term therefore does not entitle Counterparty to compensation.

4. For the duration of the Agreement, Counterparty grants Gobsmacked the exclusive right to carry out the assigned assignment.

5. Counterparty only obtains the right of use over the results, insofar as the results are related to the exclusively concluded Agreement with Gobsmacked. Counterparty is expressly prohibited from using the results for longer or more widely than the underlying Agreement allows, unless agreed otherwise In writing.

6. If the Counterparty acts contrary to paragraph 5 of this article, the Counterparty will owe an immediately payable penalty amounting to the amount stipulated for that Agreement, without prejudice to Gobsmacked's right to compensation.

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Article 6. Dissolution and notice periods

1. If Counterparty does not, not timely or not properly fulfill one or more of its obligations, is declared bankrupt, applies for (provisional) suspension of payments and / or postponement of payment, proceeds to liquidate its company, as well as when all or part of its assets are seized, Gobsmacked has the right to suspend the execution of the Agreement or to terminate and / or dissolve the Agreement by operation of law and without prior notice of default in whole or in part by a written statement, all this at its discretion and always with retention of any right to compensation of costs, damage and interest.

2. If the Agreement ends on the basis of force majeure or on the initiative of Counterparty, Gobsmacked is entitled to payment for the hours already worked or investments made at the time of the termination of the Agreement, unless the reason for termination lies within Gobsmacked's risk sphere.

3. Termination of an Agreement takes place In writing and with due observance of a notice period of 1 (one) month if the Agreement is terminated within the first term of the Agreement. In the second year of the Agreement, a notice period of 2 (two) months must be observed. From the third term of the Agreement, the notice period to be observed is 6 (six) months.

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Article 7. Liability

1. Gobsmacked is not liable for indirect and direct damage. Not excluded is Gobsmacked's liability for damage resulting from intent or deliberate recklessness on the part of Gobsmacked.

2. If Gobsmacked is nevertheless liable for direct damage, Gobsmacked's total liability will be limited to compensation for damage up to a maximum of the amount of the fee stipulated for that Agreement (excluding VAT).

3. The amount of the compensation will never exceed the amount paid out by the liability insurance .

4. If the Agreement is a continuing performance agreement with a term of more than six months, the fee

stipulated for that Agreement will be set at the total of payments (excluding VAT) of the past six months.

5. Direct damage is understood to mean:

a. Reasonable costs that Counterparty would have to incur to have Gobsmacked's performance comply with the Agreement; however, this replacement damage will not be compensated if the Agreement is dissolved by or at the request of Counterparty;

b. Reasonable costs incurred to determine the cause and extent of the damage insofar as the determination relates to damage within the meaning of these terms and conditions;

c. Reasonable costs incurred to prevent or limit damage insofar as the Counterparty demonstrates that these costs have resulted in limitation of damage within the meaning of these terms and conditions.

6. Counterparty indemnifies Gobsmacked against any claims from Third Parties that suffer damage in connection with the performance of the Agreement.

7. A condition for any right to compensation to arise is always that the Counterparty reports the damage to Gobsmacked In writing as soon as possible after it has arisen. Any claim for compensation against Gobsmacked expires by the mere lapse of 12 (twelve) months after the claim arose.

8. Gobsmacked is not liable for damage caused by auxiliary persons as referred to in art. 6:76 BW.

9. Gobsmacked is not liable for damage, of whatever nature, because Gobsmacked has assumed incorrect and / or incomplete information provided by Counterparty.

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Article 8. Force majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming by Gobsmacked in the fulfillment of any obligation towards Counterparty cannot be attributed to Gobsmacked in the event of a circumstance independent of Gobsmacked's will, as a result of which the fulfillment of its obligations towards Counterparty is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be expected of Gobsmacked. These circumstances also include non-performance by Third Parties, power failures, weather conditions, loss of digital content and the breakdown of equipment with which the work is carried out.

2. If a situation as referred to in paragraph 1 of this article arises as a result of which Gobsmacked cannot fulfill its obligations towards Counterparty, those obligations will be suspended as long as Gobsmacked cannot meet its obligations. If the situation referred to in the previous sentence has lasted 30 (thirty) calendar days, both Parties have the right to dissolve the Agreement In writing in whole or in part. In that case Gobsmacked is not obliged to pay compensation

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Article 9. Complaints and warranty

1. Counterparty can no longer invoke a defect in the performance if it has not protested to Gobsmacked within 2 (two) months after it discovered or reasonably should have discovered the defect. If there is a visible defect on delivery, a period of 48 (forty eight) hours applies.

2. Counterparty must in any case give Gobsmacked 4 (four) weeks to resolve the complaint in mutual consultation.

3. If a complaint is not reported to Gobsmacked within the periods stated in the previous paragraphs, the delivered goods are deemed to comply with the Agreement and to function in accordance with the Agreement.

4. Complaints do not suspend Counterparty's payment obligation if Counterparty acts in the exercise of its profession or business.

5. Gobsmacked cannot guarantee that the work performed by it will always achieve the result desired by Counterparty. The accepted assignment leads to a best efforts obligation and not a result obligation.

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Article 10. Fees

1. All amounts are in euros and exclusive of turnover tax and other levies imposed by the government unless otherwise agreed.

2. Gobsmacked reserves the right to apply an inflation correction once a year.

3. Gobsmacked charges a travel time and travel allowance. Travel time will be charged to Counterparty at the current and/or agreed hourly rate. The travel allowance is based on € 0.28 per kilometer driven. The actual costs will be charged for other travel costs incurred (including flight costs).

4. Gobsmacked charges an expense allowance for expenses incurred.

5. A composite quotation does not oblige Gobsmacked to perform part of the assignment for a corresponding part of the stated amount.

6. Discounts and quoted amounts do not automatically apply to future assignments.

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Article 11. Payment and invoicing

1. Unless otherwise specified in the Agreement or additional conditions, the amounts owed by Counterparty must be paid within 14 (fourteen) days after the invoice date.

2. Gobsmacked may at all times require a down payment from Counterparty before proceeding to fulfill its obligations under the Agreement concluded between the parties. In all cases, 50% of the invoice amount will be charged before the start of production and must be paid. All other costs that are still outstanding will be charged before delivery of the end result. Payment must be made before the start of the project and before delivery of the goods produced by Gobsmacked.

3. Counterparty's right of suspension and the right of set-off are excluded if Counterparty is acting in the exercise of a profession or business.

4. If Counterparty does not fulfill its payment obligation (s) on time, Gobsmacked will inform Gobsmacked of the late payment and Counterparty will be granted a period of 7 (seven) days to still fulfill its payment obligations. After non-payment within this seven-day period, Counterparty is in default and therefore also owes the statutory interest on the amount owed. In addition, Gobsmacked is entitled to charge the extrajudicial collection costs incurred by it.

5. In the event of (reasonable prospect of) bankruptcy, liquidation or suspension of payments or a debt rescheduling in the context of the WSNP, the claims of Gobsmacked on Counterparty and the obligations of Counterparty towards Gobsmacked are immediately due and payable.

6. Payments made by the Counterparty always serve to settle in the first place all interest and costs owed, in the second place of due and payable invoices that have been outstanding the longest, even if the Counterparty indicates that the payment relates to a later invoice.

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Article 12. Assignment

1. Rights of a party under this Agreement cannot be transferred without the prior written consent of Counterparty. This provision applies as a clause with property law effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.

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Article 13. Retention

1. title Ownership of the delivered goods will only pass to Counterparty when all that has been transferred by Counterparty to Gobsmacked. due in respect of deliveries or work has been paid in full.

2. Gobsmacked will, where appropriate, be entitled to unhindered access to the delivered goods. Counterparty will cooperate fully with Gobsmacked in order to give Gobsmacked the opportunity to exercise the retention of title included in paragraph 1 by taking back the delivered goods.

3. The ownership of all services / digital content sold and delivered by Gobsmacked to Counterparty remains with Gobsmacked as long as Counterparty has not paid claims under the Agreement or earlier or later similar Agreements, as long as Counterparty has performed the work performed or to be performed under this or similar Agreements. has not yet paid and as long as Counterparty has not yet paid the claims of Gobsmacked due to failure to comply with such obligations, including claims with regard to fines, interest and costs, all this as referred to in Article 3:92 of the Dutch Civil Code.

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Article 14. Additional work

1. If Gobsmacked, at the request of Counterparty or at its own request, with the prior written consent of Counterparty, has performed work or other performances that fall outside the content or scope of the Agreement, these activities or performances will be reimbursed by Counterparty in accordance with the usual Gobsmacked rates. Counterparty is never obliged to comply with such a request and may require a separate Written Agreement to be concluded for this.

2. Written consent from Counterparty is not required if the additional work amounts to 10% extra above the offered amount. This margin is considered to fall within the estimate.

3. Counterparty accepts that the agreed objectives and expectations may be influenced by work or performances as referred to in paragraph 1 of this article.

4. Insofar as a fixed amount has been agreed for the service, Gobsmacked will always inform Counterparty In writing in advance about the financial consequences of the additional work.

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Article 15. Intellectual property

1. All intellectual property rights relating to and / or the result of the services provided by Gobsmacked rest with Gobsmacked. Counterparty will only acquire the non-exclusive rights of use that are expressly granted by these terms and conditions and by law. Any other or further right of Counterparty is excluded.

2. The documents provided by Gobsmacked to Counterparty are exclusively intended to be used by Counterparty. Counterparty is not permitted to disclose and / or reproduce information obtained in any form whatsoever. This includes, among other things, editing, selling, making available, distributing and - whether or not after editing - integration into networks, except that such disclosure and / or duplication is permitted In writing by Gobsmacked and / or such disclosure and / or duplication ensues from the nature of the Agreement with Gobsmacked.

3. Gobsmacked reserves the right to use the knowledge and results obtained during the execution of the work for other purposes, insofar as no confidential information from Counterparty is provided to Third Parties.

4. Unless otherwise agreed, Counterparty is not authorized to grant sub-licenses to Third Parties.

5. Gobsmacked has the right to display its trade name and logo at the end of each Product to be delivered.

6. Counterparty indemnifies Gobsmacked against the claims of Third Parties regarding intellectual property rights.

7. If Gobsmacked has copyright on a portrait commissioned by Counterparty, Counterparty will give Gobsmacked permission to make the work public. This disclosure is therefore not an infringement of Counterparty's portrait right.

8. If Counterparty acts contrary to this article, Counterparty will owe an immediately due and payable penalty amounting to three times the amount stipulated for that Agreement, without prejudice to Gobsmacked's right to compensation.

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Article 16. Confidentiality

1. confidentiality of all confidential information that the parties have obtained from each other within the framework of the Agreement is mandatory for the parties. Information is confidential if this has been communicated by one of the parties or if this reasonably arises from the nature of the information.

2. If Counterparty violates paragraph 1 of this provision, Counterparty, regardless of whether the violation can be attributed to Counterparty and without prior notice of default or legal proceedings, will owe Gobsmacked an immediately payable fine of 20,000 (twenty thousand) euros for each violation. without there having to be any form of damage, without prejudice to Gobsmacked's other rights, including its right to claim compensation in addition to the fine.

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Article 17. Applicable law and forum

1. Agreements between Gobsmacked and Counterparty to which these general terms and conditions apply are exclusively governed by Dutch law.

2. All disputes relating to an Agreement or the performance of the Agreement between Counterparty and Gobsmacked that cannot be resolved by mutual agreement will be submitted to the competent court in the jurisdiction in which Gobsmacked is located.

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Article 18. Survival

1. The provisions of the general terms and conditions and the Agreement which purport to maintain their validity after termination of the Agreement, including but not limited to Article 7 (Liability), Article 16 (Intellectual Property), Article 17 (Confidentiality), Article 18 (Applicable law and forum) and this provision (Survival) will remain in full force after termination of the Agreement.

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Article 19. Adjustments

1. Gobsmacked offers room for one adjustment round. After sending the Product, any comments or remarks must be clearly communicated In writing to Gobsmacked. After this, Counterparty will receive the Product with the adjustments. If Counterparty then has new comments or comments, these will be invoiced separately on the basis of the hours worked.

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Article 20. Changes or additions

1. If a provision of the general terms and conditions or an Agreement proves to be invalid or destroyed, this will not affect the validity of the entire general terms and conditions or Agreement. The parties will enter into consultations in order to agree on a new provision to replace the invalid or nullified provision, whereby the purpose and purport of the invalid or nullified provision will be taken into account as much as possible.

2. Gobsmacked is entitled to unilaterally amend or supplement these general terms and conditions. In that case, Gobsmacked will inform Counterparty in a timely manner of the changes or additions.

3. There will be a minimum of 30 (thirty) days between this notification and the entry into force of the amended or supplemented conditions.

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