General Terms and Conditions

Anderson MacGyver B.V.

Registered in IJsselstein · Chamber of Commerce: 57205345 · Version: May 2026.

PART I – GENERAL PROVISIONS

Article 1 – Definitions

In these general terms and conditions, the following terms are used with the meanings set out below, unless expressly stated otherwise:

Anderson MacGyver: the user of these general terms and conditions, Anderson MacGyver B.V., registered in IJsselstein.

Client: the counterparty of Anderson MacGyver.

Agreement: the service agreement, including all annexes and further written arrangements.

Deliverable: any tangible or digital result delivered by Anderson MacGyver to the Client under the agreement, including reports, analyses, advisory documents, models and presentations.

Additional Work: activities that fall outside the agreed scope and are carried out at the Client’s request.

Fixed Price: a pre-agreed total price for a defined scope, as further regulated in Article 9.

Hourly Rate / Day Rate: the fee per hour or day worked as agreed in the agreement or quotation.

Article 2 – General

2.1 These terms and conditions apply to every offer, quotation and agreement between Anderson MacGyver and a Client, unless the parties have expressly and in writing deviated from these terms and conditions.

2.2 Deviations and/or additional provisions are only valid if expressly agreed in writing in advance.

2.3 The applicability of any purchase or other conditions of the Client is expressly rejected.

2.4 If one or more provisions are null or voided, the remaining provisions shall remain fully applicable. The parties shall consult to agree on new provisions to replace them.

Article 3 – Offers and Quotations

3.1 All offers by Anderson MacGyver are without obligation and remain open for written acceptance for 30 (thirty) days, unless a different validity period is specified.

3.2 The agreement is concluded upon written acceptance of the quotation, or upon commencement of the work by Anderson MacGyver.

3.3 Offers or quotations do not automatically apply to future assignments.

3.4 If the quotation includes a fixed price, the scope is expressly and exhaustively described in the quotation or a work plan attached as an annex. Work outside that scope shall constitute additional work.

Article 4 – Execution of the Agreement

4.1 Anderson MacGyver shall perform the agreement to the best of its knowledge and ability, in accordance with the standards of good professional practice.

4.2 Anderson MacGyver has the right to have work performed wholly or partially by third parties, provided that quality and confidentiality remain guaranteed.

4.3 The Client shall ensure the timely and complete provision of all information necessary for the performance of the agreement.

4.4 If the required information is not provided in time, Anderson MacGyver shall have the right to suspend execution and to charge any additional costs. In a fixed price situation, Article 9.6 applies.

4.5 Anderson MacGyver shall not be liable for damage resulting from incorrect or incomplete information provided by the Client.

Article 5 – Cooperation and Responsibilities

5.1 The Client shall actively and constructively cooperate in the execution of the agreement.

5.2 The Client shall make sufficient capacity, resources and expertise available for timely and qualitative execution.

5.3 Decision-making on and implementation of advice remain at all times the responsibility of the Client, unless otherwise agreed in writing.

5.4 Both parties shall designate a contact person authorised to make decisions on behalf of their respective party that are necessary for the progress of the assignment.

Article 6 – Intellectual Property

6.1 All intellectual property rights in methodologies, models, analyses and deliverables developed by Anderson MacGyver vest in Anderson MacGyver, unless otherwise agreed in writing.

6.2 The Client obtains a non-exclusive, non-transferable right of use for internal purposes upon full payment of the agreed fee.

6.3 Without prior written consent, the Client is not permitted to:

• a. reproduce or publish deliverables outside its own organisation;

• b. commercially exploit methodologies or frameworks;

• c. use deliverables for training or marketing purposes.

6.4 If the parties agree that a deliverable is developed specifically for the Client and intellectual property vests in the Client, this shall be expressly recorded in writing. Anderson MacGyver retains in that case the right to continue using the underlying methodologies and generic knowledge.

Article 7 – Data, Knowledge Development and Reuse

7.1 Anderson MacGyver maintains the principle that knowledge and insights gained during the execution of assignments contribute to the continuous strengthening of its services. Anderson MacGyver is entitled to apply knowledge, insights and experiences gained for:

• a. the further development of its services and propositions;

• b. internal knowledge development and improvement of working methods;

• c. benchmarking, research and innovation.

7.2 Anderson MacGyver uses only data that meets all of the following conditions:

• a. the data cannot be traced to individual persons or organisations;

• b. the data contains no personal data within the meaning of the GDPR;

• c. the data has demonstrably been processed in anonymised and/or aggregated form.

Article 8 – Use of Artificial Intelligence (AI)

8.1 Anderson MacGyver deploys AI technology purposefully as a tool to strengthen its advisory services and to accelerate the delivery of deliverables. AI is always supportive of, and never a substitute for, the professional judgement of its consultants.

8.2 The following frameworks apply to the use of AI tools:

• a. no personal data or confidential data traceable to the Client shall be entered into AI systems;

• b. AI-generated outputs shall always be substantively assessed, validated and where necessary corrected by a responsible professional;

• c. AI shall only be deployed within the limits of applicable laws and regulations, including the GDPR and the AI Act.

8.3 Anderson MacGyver also develops scalable AI solutions and products. These products are trained exclusively on anonymised and aggregated data, contain no information directly or indirectly traceable to individual clients, and are developed in accordance with privacy by design and data minimisation principles.

PART II – RATES, FIXED PRICE AND PAYMENT

Article 9 – Fixed Price

9.1 The parties may agree that Anderson MacGyver performs work for a fixed, pre-agreed price (‘Fixed Price’). The Fixed Price is expressly tied to the scope and planning described in the quotation or project plan.

9.2 A Fixed Price assignment requires a clear and written scope description as an annex to the agreement, including at minimum:

• a. a description of the deliverables to be provided and acceptance criteria;

• b. the agreed lead time and milestones;

• c. the required involvement and availability of the Client;

• d. the assumptions and preconditions on which the pricing is based.

9.3 If the actual work, as a result of factors outside the control of Anderson MacGyver, substantially deviates from the agreed scope, the parties are obliged to record this in writing and to adjust the Fixed Price and/or planning accordingly.

9.4 Additional work outside the described scope shall not be performed without a prior written instruction and shall be charged separately, based on Anderson MacGyver’s then-current hourly rates.

9.5 Anderson MacGyver is entitled to require an advance payment of up to 30% of the agreed Fixed Price. The remaining amount shall be invoiced in agreed instalments, linked to the achievement of milestones or pro rata over time.

9.6 If the Client fails to meet its obligations, including failing to timely make available information, cooperation, access or decisions, Anderson MacGyver shall have the right to:

• a. suspend execution until the Client has fulfilled its obligations;

• b. charge the additional costs arising from the delay or additional effort as additional work, even in a Fixed Price assignment;

• c. adjust the planning accordingly.

9.7 If the agreement is terminated prematurely by the Client, the Client shall owe payment for the work performed up to the moment of termination, calculated on the basis of the proportion of the Fixed Price corresponding to the work already performed, with a minimum of 50% of the Fixed Price.

9.8 If the agreement is terminated prematurely by Anderson MacGyver for reasons not attributable to the Client, the Client is entitled to reimbursement of the portion of the Fixed Price relating to work not yet performed, after deduction of costs incurred.

9.9 A Fixed Price never includes any third-party costs, travel expenses, accommodation costs or licence costs, unless expressly agreed otherwise.

9.10 In a Fixed Price engagement, Anderson MacGyver shall indicate in writing for each amendment to the agreement whether and to what extent the amendment will lead to an adjustment of the Fixed Price.

Article 10 – Rates (Post-Calculation)

10.1 Unless otherwise agreed, the fee is calculated on the basis of the number of days worked (based on 8 hours per day) and the rates applicable at the time of entering into the agreement for the employees deployed. Costs of materials, travel and accommodation expenses shall be passed on in full, unless otherwise agreed. All rates are exclusive of VAT.

10.2 Anderson MacGyver shall inform the Client in advance of the rates to be applied per employee. Anderson MacGyver is entitled to adjust rates:

• a. if the relevant employee is deployed in a different role to which a different fee is attached;

• b. each time a year has elapsed since the assignment was granted, based on general price developments or sector developments;

• c. in the event of substantial salary increases resulting from wage developments. In the cases under a and c, Anderson MacGyver may implement the rate change after three months have elapsed since the commencement of the work.

10.3 Registration of days and/or hours worked shall, if Anderson MacGyver deems this desirable, take place via a timesheet that is signed for approval by the Client at least once per month.

10.4 Overtime (work above the normal 40-hour working week) shall be charged per hour at the regular hourly rate (1/8 of the day rate) with a 20% surcharge.

Article 11 – Additional Work and Amendment of the Agreement

11.1 If during execution it appears that amendment or addition to the agreement is necessary, the parties shall consult on adjustment of the agreement.

11.2 Amendments may affect planning, costs and scope. Anderson MacGyver shall inform the Client thereof in a timely and written manner.

11.3 In a fixed price situation, Anderson MacGyver shall indicate in writing for each amendment whether and to what extent the amendment will result in an overrun of the agreed price (see also Article 9.10).

11.4 Additional work shall be charged on a post-calculation basis or at pre-agreed rates. Additional work shall not be commenced without the Client’s written approval, unless delay would lead to unacceptable damage, in which case Anderson MacGyver shall inform the Client as soon as possible.

Article 12 – Payment

12.1 Anderson MacGyver shall invoice at least once per month, unless otherwise agreed in writing. Payment must be made within 30 (thirty) days of the invoice date. Objections to the amount of the invoices do not suspend the payment obligation.

12.2 Upon expiry of the payment term, the Client shall be in default by operation of law. Anderson MacGyver is entitled to suspend its activities or to dissolve the agreement, without liability for the consequences thereof.

12.3 Anderson MacGyver is at all times entitled to require advance payment or prior provision of security.

12.4 In the event of late payment, the Client shall owe the statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code, calculated from the day on which the payment term has expired.

12.5 In the event of cessation of business, bankruptcy, application therefor, attachment or suspension of payments, all claims of Anderson MacGyver on the Client shall become immediately due and payable.

Article 13 – Collection

13.1 If the Client is in default or in breach, all costs incurred to obtain satisfaction out of court shall be borne by the Client. These extrajudicial costs are set at 15% of the invoiced fee, with a minimum of € 500.

13.2 If Anderson MacGyver has incurred higher costs that were reasonably necessary, these shall also be borne by the Client.

PART III – DURATION AND TERMINATION

Article 14 – Contract Duration and Termination

14.1 The agreement may be terminated in writing by either party with a notice period of two months, unless otherwise agreed.

14.2 Upon early termination, the work already performed and costs incurred shall be charged. In the case of a Fixed Price agreement, Article 9.7 applies.

14.3 Both parties have the right to terminate the agreement with immediate effect in the event of bankruptcy, suspension of payments or liquidation of the other party.

14.4 If the agreement is terminated early by Anderson MacGyver, Anderson MacGyver shall, in consultation with the Client, ensure the transfer of work still to be performed to third parties, unless the termination is attributable to the Client. Additional costs associated therewith shall be charged to the Client.

14.5 An agreed execution period is not a deadline in the strict sense. In the event of overrun, the Client must place Anderson MacGyver in default in writing.

Article 15 – Suspension and Dissolution

15.1 Anderson MacGyver has the right to suspend the performance of its obligations or to terminate the agreement if:

• a. the Client fails to meet its obligations, whether in full or in part;

• b. after entering into the agreement, circumstances come to light that give reasonable grounds to fear that the Client will not fulfil its obligations.

15.2 Anderson MacGyver has the right to dissolve the agreement if performance is impossible or can no longer reasonably be required by standards of reasonableness and fairness.

15.3 Upon dissolution, the claims of Anderson MacGyver on the Client shall be immediately due and payable. Anderson MacGyver retains at all times the right to claim compensation.

15.4 Both parties are entitled to dissolve the agreement with immediate effect if:

• a. the other party has been granted suspension of payments, has applied for its own bankruptcy or has been declared bankrupt;

• b. the other party has been unable to fulfil its obligations due to force majeure for two months;

• c. the other party fails to fulfil a material obligation and, after being placed in default, fails to remedy this within 10 (ten) working days.

Article 16 – Return of Made Available Items

16.1 If Anderson MacGyver has made items available to the Client in the performance of the agreement, the Client is obliged to return the items delivered in their original condition immediately after termination or dissolution of the agreement.

16.2 In the event of failure to comply after notice of default, Anderson MacGyver has the right to recover the resulting damage and costs, including replacement costs, from the Client.

PART IV – LIABILITY AND CONFIDENTIALITY

Article 17 – Warranty, Liability and Complaints

17.1 Anderson MacGyver shall endeavour to perform the agreed work to the best of its knowledge and ability and in accordance with the standards of good professional practice. This obligation is one of best efforts.

17.2 The Client warrants the accuracy and completeness of the data provided to Anderson MacGyver. Anderson MacGyver shall not be liable for damage resulting from incorrect or incomplete information from the Client.

17.3 Anderson MacGyver is only liable for damage that is the direct result of an attributable failure, if and to the extent that such damage could have been prevented with normal professional knowledge and diligence.

17.4 The maximum liability of Anderson MacGyver is limited to the amount paid out in the relevant case by Anderson MacGyver’s liability insurance. If the insurance does not pay out, or the damage exceeds the payment, total liability is limited to the fee that Anderson MacGyver has charged for the relevant assignment in the three months preceding the damage-causing event, with an absolute maximum of € 250,000.

17.5 Anderson MacGyver shall in no event be liable for consequential damage, business damage, loss of revenue, reputational damage or damage to data files.

17.6 Neither Anderson MacGyver nor its employees shall be liable for damage suffered by third parties as a result of the work performed for the Client. The Client shall indemnify Anderson MacGyver against claims from third parties.

17.7 Complaints about shortcomings in the execution must be submitted to Anderson MacGyver in writing within 30 (thirty) days after the shortcoming has been established or could reasonably have been established.

17.8 The Client is not permitted to suspend its payment obligations due to (alleged) shortcomings.

17.9 Anderson MacGyver is, where and to the extent possible, willing to remedy shortcomings in the execution free of charge, provided that a complaint has been lodged in time in accordance with Article 17.7.

Article 18 – Force Majeure

18.1 In the event of force majeure, obligations shall be suspended for the duration of the force majeure situation.

18.2 Force majeure includes in any event: strikes, government measures, extreme weather conditions, failure of utilities, cyber-attacks on third parties and pandemics, insofar as outside the reasonable sphere of influence of the party concerned.

18.3 If the force majeure situation lasts longer than 60 (sixty) days, both parties have the right to terminate the agreement without compensation. Work already performed and costs incurred shall be charged pro rata.

Article 19 – Confidentiality

19.1 The parties are obliged to maintain confidentiality with respect to all confidential information they obtain in the context of the agreement.

19.2 Confidential information means: all information designated as such, as well as all information that the parties can reasonably understand to be of a confidential nature.

19.3 The confidentiality obligation applies both during and for three years after termination of the agreement.

19.4 The parties shall ensure that their employees, engaged third parties and other parties involved are bound by at least equivalent confidentiality obligations.

PART V – RETENTION, GOVERNING LAW AND DISPUTES

Article 20 – Retention Obligation and Retention Policy

20.1 Anderson MacGyver shall retain project documentation and related data for at least seven years after termination of the agreement, in accordance with the statutory retention obligation.

20.2 Personal data shall not be retained longer than necessary for the purpose for which they were collected, in accordance with Anderson MacGyver’s privacy policy.

20.3 The Client may request copies of project documentation during the retention period of Article 20.1. Anderson MacGyver is entitled to charge a reasonable administration fee for this.

Article 21 – Governing Law

21.1 All legal relationships between Anderson MacGyver and the Client are governed by Dutch law.

21.2 The Vienna Sales Convention (CISG) is expressly excluded.

Article 22 – Disputes

22.1 The parties shall endeavour to resolve disputes in the first instance by mutual consultation, within four weeks after one party has reported the dispute in writing.

22.2 If mutual consultation does not lead to a solution, the parties shall submit the dispute to a jointly appointed mediator, before recourse to the courts. The costs of mediation shall be shared equally, unless the parties agree otherwise.

22.3 If mediation does not lead to a solution within 60 (sixty) days of the commencement of the mediation procedure, the parties are free to submit the dispute to the competent court in the Netherlands, in the district of Utrecht, unless mandatory law prescribes a different court.

22.4 By way of derogation from the foregoing, Anderson MacGyver is entitled to submit a dispute directly to the competent court if there is an urgent interest, including the seeking of interim relief.

Version May 2026 | Anderson MacGyver B.V. | IJsselstein