GENERAL (DELIVERY AND USE) TERMS AND CONDITIONS The Sales Studios B.V. – “Reppic”

Version 1.4 – August 20, 2026 (the amendment takes effect on September 19, 2026, pursuant to Article 21, thirty (30) days after notice to existing Customers, unless a Customer terminates the agreement in writing within that period) (Change from version 1.3: the outdated product name “Reptune” in Article 1 has been replaced with “Platform” — the product is called Reppic.)

Division I General Provisions

Article 1 Definitions

Term Meaning Supplier The Sales Studios B.V., Chamber of Commerce No. 97393142, trading as “Reppic”. Platform The SaaS environment of The Sales Studios/Reppic, including all underlying software and AI components and Content made available by the Supplier. Service(s) Any services the Supplier provides to the Customer under the Agreement, including access to the Platform, AI functionality, support, and maintenance. Customer The party entering into the Agreement in the course of a profession or business; consumers are explicitly excluded. User A natural person authorized by the Customer to use the Platform, holding a personal Login Account for that purpose. Login Account The authentication credentials used by a User to log in to the Platform. Customer Content All data and materials uploaded or generated by or on behalf of the Customer, including transcripts, files, and AI output. Content Training and instructional materials, models, videos, and other materials made available by the Supplier. IP Rights All intellectual property rights in the Platform, the Services, and the Content. Business Day Monday through Friday, excluding public holidays recognized in the Netherlands.

Article 2 Applicability and Order of Precedence

These terms and conditions (the “Terms”) apply to every Quote, Agreement, and any (legal) acts based thereon. Order of precedence in the event of a conflict: Order confirmation, SLA, and/or data processing agreement; these Terms; other written agreements. Deviations from these Terms are permitted only in writing. The Customer’s purchasing or other terms are expressly rejected.

Article 3 Formation of the Agreement

A Quote is non-binding unless a validity period is specified therein. The Agreement is formed as soon as (i) the Customer accepts the Quote in writing or electronically, or (ii) the Customer actually uses the Platform. The Customer is responsible for the accuracy and completeness of the data it provides.

Article 4 Right of Use and Accounts

The Supplier grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Platform internally for the duration of the Agreement. One Login Account is created per User; sharing accounts is prohibited. The Customer activates and deactivates Login Accounts in response to personnel changes and is liable for all actions taken under its accounts. Customer will not rent, sell, reverse-engineer, make available to third parties, or disclose the Platform. Supplier may suspend access or accounts if (a) Customer materially breaches the Agreement, or (b) urgent security circumstances require it; Supplier will inform Customer in advance and, where reasonably possible, grant a cure period of five (5) Business Days.

Article 5 Availability and Maintenance

The Supplier will use reasonable efforts to achieve 98% annual availability. The following are excluded from the uptime calculation: pre-announced maintenance (up to 8 hours per month); force majeure (Article 16). If availability falls below 95% in a calendar year, the Customer will, upon request, receive a service credit equal to five percent (5%) of the annual fee; this is the exclusive remedy. The Supplier may roll out new versions and features; materially negative changes will be announced at least thirty (30) days in advance.

Article 6 Customer Obligations

The Customer will use the Platform in accordance with all applicable laws and regulations, including the GDPR. The Customer warrants that the files it uploads are free of viruses and malware, and indemnifies the Supplier against all damages resulting from a breach of this provision.

Article 7 Fees and Payment

Rates are in euros and do not include VAT or other taxes. Invoices are sent electronically; payment is due within fourteen (14) days of the invoice date. In the event of nonpayment, the Customer is liable for statutory commercial interest and reasonable collection costs; the Supplier may suspend access. The Supplier may adjust rates annually as of January 1 in line with the CPI (CBS). If the CPI is negative, rates remain unchanged. Discounts or promotions apply only once, unless otherwise agreed in writing.

Article 8 Intellectual Property

All intellectual property rights in the Platform, the Services, and the Content are vested exclusively in the Supplier or its licensors. To the extent necessary for hosting and delivering the Services, the Customer grants the Supplier a non-exclusive license to the Customer Content, limited to the term and scope of the Agreement. The Customer retains all other rights to its Customer Content.

Article 9 Data Portability and Deletion

Within thirty (30) days after termination of the Agreement, the Customer may request, free of charge, an export of Customer Content in a commonly used file format. After the expiration of the period referred to in paragraph 1, the Supplier is entitled to permanently delete all Customer Content.

Article 10 Confidentiality and Privacy

The parties will keep confidential information strictly confidential and use it solely for the performance of the Agreement. If the Supplier processes personal data at the Customer’s direction, the parties will enter into a data processing agreement in accordance with Article 28 of the GDPR. The Supplier implements appropriate technical and organizational security measures and, upon request, will provide an independent assurance report (e.g., ISO 27001).

Article 11 Right to Audit

The customer may, no more than once per contract year and at its own expense, have an independent certified auditor conduct a security or privacy audit. The supplier may reject a proposed auditor and suggest a reasonable alternative. The findings remain confidential; only deficiencies are reported.

Article 12 Liability and Indemnification

The Supplier is not liable for indirect or consequential damages, including loss of profits, loss of data, reputational damage, or business interruption. The Supplier’s total liability is limited to the amount paid out by its commercial liability insurance for the relevant claim. If the insurer does not pay out, the Supplier is not liable for that claim. The Customer indemnifies the Supplier against third-party claims relating to Customer Content or use of the Platform in violation of these Terms.

Article 13 Term and Termination

The Agreement is valid for the initial term specified in the Quote, or, in the absence of such a term, for twelve (12) months, and is thereafter tacitly renewed for successive periods of twelve (12) months. Termination at the end of the then-current term must be provided in writing with three (3) months’ notice. Immediate termination is permitted if the other party (a) is declared bankrupt or files for a suspension of payments, or (b) materially fails to perform after being given notice of default with a thirty (30)-day cure period. Confidentiality, intellectual property rights, limitations on liability, and the choice of forum survive termination.

Article 14 Assignment

The Customer may assign rights or obligations only with the Supplier’s prior written consent. The Supplier may assign or pledge its payment claims at any time.

Article 15 Governing Law, Disputes, and Mediation

The Agreement is governed exclusively by Dutch law. Disputes will first be submitted to ICT mediation in accordance with the rules of the Stichting Geschillenoplossing Automatisering (SGOA). If mediation does not result in a resolution within thirty (30) days, the court of Zeeland-West-Brabant, in Breda, shall have exclusive jurisdiction.

Division II: Force Majeure

Article 16 Force Majeure

Neither party is obligated to fulfill its obligations if prevented from doing so by force majeure (including telecommunications outages, cyberattacks, pandemics, power outages, government measures, and strikes). If the force majeure event lasts longer than sixty (60) days, either party may terminate the Agreement in writing without any obligation to pay damages.

Division III: Provisions Specific to AI

Article 17 Transparency

The supplier documents the operation and purpose of the AI functionality and will announce material changes to the model at least thirty (30) days in advance.

Article 18 Use of Data

The Supplier processes Customer Content solely for the purpose of performing the Agreement and—after anonymization or aggregation—for improving AI models, unless the Customer objects in writing.

Article 19: Intellectual Property Rights and License to AI Output

The customer receives a non-transferable internal right to use the AI output; the supplier may reuse anonymized statistical patterns for general improvement.

Article 20 Bias, Review, and Liability

The Customer acknowledges the probabilistic nature of AI output and will conduct a human review before making business-critical decisions. The Customer will promptly report in writing any suspected bias or discrimination; the Supplier will investigate and take mitigating measures where necessary. Under no circumstances shall the Supplier be liable for damages arising from AI output, regardless of whether the Customer reviewed that output; the limitation of liability set forth in Article 12 applies in full.

Division IV: Final Provisions

Article 21 Amendment of Terms

The Supplier may amend these Terms. Amendments take effect thirty (30) days after notice, unless the Customer terminates the agreement in writing within that period. Continued use constitutes acceptance.

Article 22 Severability

If any provision is invalid, the remaining provisions shall remain in full force; the parties shall replace the invalid provision with a provision of similar intent and effect.