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

Version 1.4 – August 20, 2026 (amendment takes effect on September 19, 2026, per Article 21, thirty (30) days after notice to existing Customers, unless a Customer terminates in writing within that period) (Change from version 1.3: the outdated product name “Reptune” in Article 1 has been replaced with “Platform” — the product is called Reppic.)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 Supplier. Service(s) Any performance Supplier delivers to Customer under the Agreement, including access to the Platform, AI functionality, support, and maintenance. Customer The counterparty entering into the Agreement in the course of a profession or business; consumers are explicitly excluded. User A natural person authorized by Customer to use the Platform, holding a personal Login Account for that purpose. Login Account The authentication data with which a User logs in to the Platform. Customer Content All data and materials uploaded or generated by or on behalf of Customer, including transcripts, files, and AI output. Content Training and instructional materials, models, videos, and other materials made available by 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 (legal) acts building thereon. Order of precedence in case of conflict: Order confirmation, SLA and/or data processing agreement; These Terms; Other written agreements. The Terms may only be deviated from in writing. 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 stated therein. The Agreement is formed as soon as (i) Customer accepts the Quote in writing or electronically, or (ii) Customer actually makes use of the Platform. Customer is responsible for the accuracy and completeness of the data it provides.

Article 4 Right of use and accounts

Supplier grants 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. Customer activates and deactivates Login Accounts upon personnel changes and is liable for all actions 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

Supplier will use reasonable efforts to achieve 98% annual availability. Excluded from uptime calculation are: pre-announced maintenance (max. 8 hours per month); force majeure (Article 16). If availability falls below 95% in a calendar year, Customer will, upon request, receive a service credit of five percent (5%) of the annual fee; this is the exclusive remedy. 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

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

Article 7 Fees and payment

Rates are in euros and exclude VAT and other levies. Invoices are sent electronically; payment within fourteen (14) days of the invoice date. In case of default, Customer owes statutory commercial interest and reasonable collection costs; Supplier may suspend access. Supplier may adjust rates annually as of January 1 in line with CPI (CBS). In case of negative CPI, rates remain unchanged. Discounts or promotions apply once only, unless otherwise agreed in writing.

Article 8 Intellectual property

All IP Rights in the Platform, the Services, and the Content vest exclusively in Supplier or its licensors. To the extent necessary for hosting and delivery of the Services, Customer grants Supplier a non-exclusive license to the Customer Content, limited to the duration and scope of the Agreement. Customer retains all other rights to its Customer Content.

Article 9 Data portability and deletion

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

Article 10 Confidentiality and privacy

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

Article 11 Audit right

Customer may, at most once per contract year and at its own expense, have an independent certified auditor carry out a security or privacy audit. Supplier may reject a proposed auditor and propose a reasonable alternative. Findings remain confidential; only deficiencies are reported.

Article 12 Liability and indemnification

Supplier is not liable for indirect or consequential damages, including loss of profit, loss of data, reputational damage, or business interruption. 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, Supplier is not liable for that claim. Customer indemnifies Supplier against third-party claims relating to Customer Content or use of the Platform in breach of these Terms.

Article 13 Term and termination

The Agreement runs for the initial term stated in the Quote, or, absent such a term, twelve (12) months, and is thereafter tacitly renewed for successive periods of twelve (12) months. Termination at the end of the then-current term is given in writing with three (3) months’ notice. Immediate termination is possible if the other party (a) is declared bankrupt or applies 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, IP rights, liability limitations, and choice of forum survive termination.

Article 14 Assignment

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

Article 15 Governing law, disputes & mediation

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

Division II Force majeure

Article 16 Force majeure

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

Division III AI-specific provisions

Article 17 Transparency

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

Article 18 Data use

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

Article 19 IP rights and license to AI output

Customer receives a non-transferable internal right of use to AI output; Supplier may reuse anonymized statistical patterns for generic improvement.

Article 20 Bias, review, and liability

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

Division IV Final provisions

Article 21 Amendment of Terms

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

Article 22 Severability

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