The e-commerce as a service solution "NLOCKD" ("EaaS Service") is provided by the company NLOCKD B.V. ("NLOCKD"). The use of the EaaS Service and all other services provided by NLOCKD (collectively, "Services") is subject to these terms and conditions ("Terms and Conditions").

These General Terms and Conditions consist of three parts.

Part 1 - contains a definitional list of terms that are capitalized in these Terms and Conditions.

Part 2 contains general terms and conditions that apply to the Services provided by NLOCKD to its Customer Supplier ("Customer Supplier").

PART 1 DEFINITIONS

All terms in bold in these General Terms and Conditions, whether in the singular or in the plural, shall have the meaning given to them in this article.

Account an account that allows certain aspects of the Service(s) to be managed.

General these general terms and conditions, which form an integral part of an Agreement.

Services all services, of whatever nature, that NLOCKD provides to the Client on the basis of an Agreement.

EaaS service the "e-commerce as a service" Service offered by NLOCKD to the Client, consisting of the platform of NLOCKD where NLOCKD takes care of the technical integration between the customer supplier and the sales channels selected by the customer supplier on behalf of the customer supplier. This integration ensures the digital distribution of the Customer's offer in the form of the digital product content to all selected and available sales channels on the one hand, and the order processing and fulfilment services for the purpose of the orders on the sales channels for shipment by the Supplier on the other hand.

Customer data all data added and stored by the Customer Supplier or the Customer Seller or its end users on the systems of NLOCKD that are used in the provision of the Services.

NLOCKD the company Nlockd B.V., registered with the Dutch Chamber of Commerce under number 92242219.

Customer supplier the natural or legal person with whom NLOCKD has entered into an Agreement with regard to the Services aimed at unlocking potential sales channels for the products to be sold. In these General Terms and Conditions, the following shall be deemed to be Customer's Supplier: (a) Customer's Supplier's end users who use the Services for the benefit or otherwise with Customer's Supplier's approval;

Customer seller the natural or legal person with whom NLOCKD has entered into an Agreement with regard to the Services aimed at unlocking potential suppliers of products to be sold through Sales Channels. These General Terms and Conditions shall be equated with Customer Seller: (a) end seller of Customer Seller who makes the final sale to the Customer consumer and

Sales channel The final (digital) sales channel where the Customer seller offers the products to the end customers. This can be webshops, social media channels and marketplaces of third parties such as bol.com and/or Amazon. These are the channels in which the transaction with the end customer takes place.

Customer consumer the consumer who ultimately purchases the products or services of the Customer Supplier through the Customer Seller.

Service agreement the agreement between NLOCKD and the Parties with respect to the Services.

Advertising services The service NLOCKD offers to manage clients advertising

Contract the agreement between the Customer Supplier and the Customer Seller relating to the sale of products or services of the Customer Supplier by the Sellers.

Offer an offer from the Customer Supplier communicated via the Service with regard to the sale of one or more Products.

Product

a material object susceptible to human control. (In theory, this can also include digital products such as licenses or vouchers.)

Parties Customer, Supplier and Customer-Seller, including the Sales Channel, separately or jointly.

Confidential information non-public information that is marked as confidential, or of which a Party indicates that such information is confidential, or which, by the nature of the information or under the circumstances under which the disclosure takes place, should reasonably be treated as confidential.

PART 2 GENERAL

Artikel 1 Applicability

1.1 These General Terms and Conditions apply to all offers made by NLOCKD and to all resulting Service Agreements, including extensions or amendments to existing Service Agreements and any future Service Agreements to be concluded between the Parties, even if NLOCKD fails to declare these General Terms and Conditions applicable again.

1.2 NLOCKD offers its Services subject to the applicability of these Terms and Conditions. General (purchase) terms and conditions set by the Parties or other terms and conditions that deviate from the General Terms and Conditions do not apply to the Service Agreements, unless NLOCKD has expressly accepted their applicability in writing.

1.3 If any provision of the Service Agreements, including these General Terms and Conditions, is or proves to be void, voidable or otherwise invalid, this shall not affect the validity of the remaining provisions. NLOCKD and the Parties shall in such a case establish a new valid provision as a replacement, in which the original provision and its purpose will be aligned as much as possible.

Artikel 2 Modification of the General Terms and Conditions

2.1 NLOCKD is entitled to change or supplement the General Terms and Conditions from time to time. NLOCKD shall notify the Parties of this at least fourteen (14) days prior to the date of entry into force. This notification is made by e-mail to the Parties (e.g. addressed to the e-mail address associated with an Account belonging to the Parties) and/or via notification within the Service. The notification states that the General Terms and Conditions will change, from what moment the changes will take effect and where the Parties can take note of the amended terms and conditions.

2.2 From the date of entry into force of the amended General Terms and Conditions, the Services are provided subject to the applicability of the amended General Terms and Conditions. If the Parties do not wish to use the Services under the applicability of the amended General Terms and Conditions, the Parties may decide to terminate the Service Agreements in writing with effect from the date of entry into force. Use of the Services after the date of entry into force constitutes acceptance of the amended General Terms and Conditions. The right to terminate does not arise in the event of (i) changes of a minor nature, (ii) changes that are not detrimental to the Parties, (iii) or changes that are prescribed on the basis of laws and regulations.

Artikel 3 Conclusion of an Agreement

3.1 A Service Agreement is concluded at the moment that the Parties have accepted an offer from NLOCKD. Acceptance is free of form and can take place both orally and in writing. In the event of verbal acceptance, NLOCKD may require written confirmation before the performance of the Service Agreements commences.

3.2 All offers made by NLOCKD are without obligation, subject to programming and typing errors, and can be revoked by NLOCKD at any time, even if a certain period of validity is specified in the offer. An offer can be accepted as long as it has not been revoked by NLOCKD.

If a certain period of validity is specified in an offer and the Parties accept the offer after the expiry of that period of validity, a Service Agreement will only be concluded if NLOCKD has subsequently confirmed the acceptance in writing.

3.3 NLOCKD is only bound by a deviating acceptance of an offer from NLOCKD made by the Parties, whether or not on minor points, if NLOCKD has expressly accepted the deviating acceptance in writing.

3.4 Acceptance of an offer that describes multiple separate Services (e.g., a defined implementation project with ongoing EaaS service provision) will result in multiple separate Service Agreements.

Artikel 4 Duration and termination of an Agreement

4.1 A Service Agreement for the continuous provision of Services (a "continuing performance agreement") is entered into for the term specified in the offer. If the offer does not mention anything to this effect, such Agreement shall be deemed to have been entered into for a term of twelve (12) months.

4.2 A Service Agreement that has been entered into for a fixed period of time, for example for twelve (12) months, cannot be terminated prematurely and will be tacitly renewed towards the end of the term for periods equal to the initial term. Either Party may prevent renewal at any time by giving written notice of two (2) months to the time when the Service Agreements would otherwise be renewed. A 3-month service agreement requires 1 month's notice.

4.3 A Service Agreement that has been entered into for an indefinite period of time or has been extended for an indefinite period of time may be terminated by either Party at any time in writing with due observance of a notice period of two (2) months. Termination does not result in any form of entitlement to credit of fees owed or already paid by the Parties, unless the Parties have agreed otherwise.

4.4 The possible fixed term of a Service Agreement commences on the effective date specified in the Service Agreement, failing which the moment at which the provision of the Services in question actually commences applies.

4.5 NLOCKD may terminate, suspend or dissolve a Service Agreement in writing with immediate effect, without a notice of default being required and without being liable for any damage resulting therefrom, if (a) the Parties file for bankruptcy or their bankruptcy has been declared, (b) the Parties apply for or have been granted a moratorium, (c) the activities of the Parties are terminated or the business of the Parties is liquidated, or (d) a substantial part of the assets of the Parties has been seized.

4.6 If, at the time of dissolution of a Service Agreement, the Parties have already performed or received services for the performance thereof, these services and related payment obligations will not be subject to reversal, contrary to Article 6:271 et seq. of the Dutch Civil Code.

4.7 The application of Sections 6:227b(1), 6:227c, and 7:408(1) and (2) of the Dutch Civil Code is excluded.

Artikel 5 Execution of the Agreement

5.1 NLOCKD will use its best efforts to provide the Services in accordance with the Service Agreement. The basic principle is that Services are performed and provided on the basis of obligations to perform to the best of one's ability, unless NLOCKD has expressly provided a guarantee in writing.

5.2 NLOCKD has the right to engage third parties in the execution of Service Agreements.

5.3 Delivery times communicated by NLOCKD and agreed between the Parties are always considered target times and are indicative in nature. Deadlines are only fatal if the Parties have expressly agreed to this in writing for each period in question.

5.4 The parties will provide NLOCKD with all support that is necessary and desirable to enable the correct execution of the Service Agreement. In any event, the Parties shall provide NLOCKD with all information in a timely manner that NLOCKD indicates is necessary, or that the Parties should reasonably understand to be necessary for the performance of the Service Agreement. The Parties guarantee the accuracy and completeness of the information provided by the Parties. NLOCKD has the right to check the information, but is not obliged to do so.

5.5 If the Parties do not provide the agreed cooperation, or if it appears that the information provided by the Parties is incorrect or incomplete, NLOCKD has the right to suspend the Service Agreement until the Parties have provided the requested cooperation or the necessary information. The foregoing does not affect any (related) payment obligations of the Parties.

Artikel 6 Additional work

6.1 If, at the request or with the prior consent of the Parties, NLOCKD has performed work or other services that fall outside the scope of the Service Agreement, or if NLOCKD has provided additional work, this additional work will be reimbursed by the Parties in accordance with NLOCKD's usual rates. Insofar as the Parties have agreed on a fixed price, NLOCKD will inform the Parties in advance in writing about the financial consequences associated with the additional work.

6.2 The fact that the demand for additional work arises during the performance of the Service Agreement will not constitute a ground for dissolution of the Agreement by the Client.

Artikel 7 Delivery and acceptance

7.1 NLOCKD will deliver (the aspects of the) Services that are subject to delivery, such as any design of the EaaS Services on behalf of the Parties or the realization of certain links with software or services of third parties, to the Parties as soon as they are suitable for the agreed use in the opinion of NLOCKD.

7.2 If it has been agreed that the Services will be delivered in phases, NLOCKD is entitled to postpone the commencement of the Services belonging to a subsequent phase until the Parties have accepted the results of the preceding phase in writing.

7.3 The Parties will always accept the delivered Services in the state of delivery, unless the Parties have expressly agreed on an acceptance procedure.

7.4 If the Parties have agreed on an acceptance procedure, the following applies, unless otherwise agreed in writing:

a) The Parties will carry out an acceptance test to assess whether the delivered product complies with what the Parties have agreed in writing;

b) Parties shall perform the acceptance test in full within a test period of fourteen (14) days from the day of delivery;

c) The Parties shall report any defects to NLOCKD in writing and properly described no later than immediately after the end of the test period, whereby a defect will only be considered if the delivered product does not materially comply with what the Parties have agreed;

d) If the Parties do not report any defects, the delivered goods will be deemed to have been accepted and approved in full;

e) If the Parties report defects to NLOCKD, NLOCKD will assess whether there are indeed defects, in which case NLOCKD will make every effort to rectify them as soon as possible and then offer them again for acceptance;

f) Acceptance of the delivered goods releases NLOCKD from any obligations with regard to remaining defects that the Parties did not report during the acceptance test.

7.5 Acceptance of the delivered goods as referred to above does not affect NLOCKD's obligations with regard to any guarantees provided by NLOCKD to the Parties.

Artikel 8 Compensation

8.1 All prices quoted by NLOCKD are in euros and do not include sales tax and other levies imposed by the government.

8.2 NLOCKD is entitled during the Service Agreement to:

a) To index the agreed allowances once a year on the basis of the CBS consumer price index for all households, series 2015=100, based on – at the discretion of NLOCKD – the annual average or a specific month from the calendar year preceding the calendar year in which the price change is implemented, which percentage may be increased by a maximum of five percent, and

b) To reasonably change the agreed fees in the interim as a result of changes in the tariffs of its suppliers of, for example, electricity, data centre, software and (public) cloud solutions; and

c) Agreed hourly rates may be changed at any time with written notice to Parties, unless the hourly rates are expressly set for a specific validity period, in which case NLOCKD may change the hourly rates upon expiration of the validity period or thereafter, with effect from written notice to Parties.

8.3 NLOCKD will amend an amendment based on Article 8.2 subparagraphs (a) or (b) shall send written notice to the Parties at least one (1) month before the change takes effect.

8.4 NLOCKD is entitled to change the agreed fee structures or introduce new fee structures during the course of the Service Agreement. Upon such change, the parties obtain the right to terminate the Service Agreement up to seven (7) days before the change takes effect. In the absence of timely notice, the Parties will be deemed to have agreed to the amendment.

Artikel 9 Invoicing and payment

9.1 The Service Agreement stipulates the time at which NLOCKD will charge the agreed fees to the Parties. If no specific agreements have been made about this, NLOCKD has the right to charge fixed (periodic) fees in advance and fees that are calculated on the basis of subsequent calculation, each time per calendar month or other appropriate period afterwards.

9.2 NLOCKD is entitled to invoice electronically. Invoices have a payment term of fourteen (14) days after the invoice date, unless the Parties have agreed on other payment terms in writing or if a longer payment term is stated on the invoice in question.

9.3 If the Parties object to the amount of an invoice, this does not suspend its payment obligation, but the Parties will consult with each other to reach an agreement.

9.4 In the absence of payment from the due date of the invoice, the parties are in default by operation of law, without a prior notice of default being required. NLOCKD is then entitled to charge the Parties the entire amount due, as well as the statutory interest for commercial transactions calculated on the due date from the due date. Without prejudice to the foregoing, all costs associated with the collection of outstanding claims – both judicial and extrajudicial costs (including reasonable costs for lawyers, bailiffs and collection agencies engaged for this purpose) – will be borne by the Parties, subject to a minimum of two hundred euros per invoice not paid on time. Furthermore, NLOCKD reserves the right to suspend the settlement of affiliated parties until the outstanding payment has been fully completed.

9.5 NLOCKD has the right to suspend a Service Agreement in whole or in part and is entitled to set off outstanding payments without being liable for any consequences thereof, if the Parties have not paid an invoice in full within the due period, or if full payment is not made after a voluntary reminder by NLOCKD. Suspension does not affect the obligations of the Parties.

9.6 The Parties are not entitled to suspend or set off any payment obligation resting on the Parties against any claim that the Parties have against NLOCKD for any reason whatsoever.

9.7 All claims of NLOCKD are immediately due and payable as soon as the bankruptcy of the Parties has been filed, the Parties apply for suspension of payments, total seizure of assets of the Parties has been imposed, and furthermore, if the business of the Parties is liquidated or dissolved.

Artikel 10 Access

10.1 In order to be able to use Services, a certain means of access may be required, such as login details for an Account or an API token to be able to use APIs offered by NLOCKD.

10.2 NLOCKD will provide or enable the Parties to provide the agreed means of access so that the Parties can use the Services as agreed.

10.3 Accounts are personal and may not be shared with third parties. API Tokens may only be used by or for the benefit of the Parties. The parties are obliged to use a sufficiently strong password with regard to Accounts, and to change any standard password provided by NLOCKD without delay.

10.4 Unless otherwise agreed, the parties are themselves responsible for the end-user management, the granting or revocation of rights and the creation or removal of means of access – all this insofar as these options are offered by NLOCKD.

10.5 The Parties are responsible for any use of the Services and means of access provided to the Parties. NLOCKD is not responsible for misuse of means of access, unless misuse is attributable to NLOCKD. NLOCKD may rely on and assume that all (legal) acts performed through the use of Parties' means of access are carried out under the direction, supervision and approval of the Parties. The foregoing also means that the Parties will be bound by (legal) acts performed within the Services, such as the expansion or conclusion of Service Agreements, for example in the context of the purchase and activation of new Services.

10.6 If means of access are (suspected) lost or leaked, the Parties will take measures that are desirable and possible to prevent (further) misuse of the means of access. These measures may include, for example, changing the password associated with an Account or revoking and/or renewing API token(s). In any case, the Parties will immediately report this to NLOCKD, so that NLOCKD is able to take any additional measures to prevent (further) abuse of the Services.

10.7 NLOCKD may change the means of access to the Services from time to time in its sole discretion. NLOCKD will inform the Parties of this in a timely manner. At the request of the Parties, NLOCKD will block certain means of access. In addition, NLOCKD itself is also entitled to block means of access without notice if NLOCKD suspects or is aware of unauthorised use of the means of access in question. NLOCKD is not liable for any damage suffered by the Parties as a result.

Artikel 11 Links

11.1 Insofar as the Service offers the possibility of creating links between the Service and services and/or software of third parties, the following applies, unless otherwise agreed:

a) The parties are responsible for the realisation, implementation and integration of the link and the work required for this is therefore not included in the Service Agreement.

b) The use of a link results in certain Client Data being provided to and/or exchanged with services and/or software of third parties, whereby the Parties are responsible for verifying that no more Client Data is exchanged or provided by means of the link than is desired or necessary and proportionate by the Parties.

c) A processing agreement concluded between the Parties does not relate to the processing of personal data that is provided via the link to the services and/or software of third parties linked to the Services.

d) NLOCKD is not responsible for the (correct) operation of the services and/or software of third parties with which the Service is or can be linked.

11.2 In cases where a link has initially been offered free of charge by NLOCKD, NLOCKD reserves the right to charge a fee for it at a certain time. NLOCKD will give written notice of this to the Parties at least one (1) month in advance, after which the Parties will have the right to partially terminate the Service Agreement with regard to the link in question at the time when a fee will be charged. In the event of continued use, the Parties will be deemed to have agreed to the change.

11.3 NLOCKD will endeavour to continue to support links, as referred to in this article, that were possible at the time of entering into the Service Agreement or were introduced during the term.

However, for the continuous operation of these links, NLOCKD relies on third parties with whom the Service is linked. This means that links and associated functionalities can be changed or phased out from time to time, beyond the control of NLOCKD.

11.4 If a link is phased out or materially changed to the detriment of the Parties, NLOCKD will announce this to the Parties in advance where possible. However, NLOCKD is not liable if a link is not (or no longer) supported or works as a result of causes beyond the control of NLOCKD. If the consequences of the foregoing are so serious that the unaltered continuation of the Service Agreement is reasonably onerous for the Parties, the Parties may request NLOCKD to adjust the Service Agreement and associated rates, stating reasons. The parties will then consult in order to reach a suitable solution.

11.5 The Parties are not permitted to use or deploy Services in violation of any applicable law or regulation or the Service Agreement.

11.6 Furthermore, the Parties are not permitted to offer or disseminate information through the Services that is unlawful in nature, infringes the rights of third parties such as intellectual property rights, or is defamatory, insulting, discriminatory or hateful or constitutes a violation of the privacy of third parties, including in any case but not exclusively the unnecessary and unjustified dissemination of personal data of third parties.

11.7 If NLOCKD is of the opinion, or if a third party points out to NLOCKD that information is stored or distributed through the Services, by or on behalf of the Parties, which, according to that third party, infringes the rights of that third party or others, or otherwise allegedly acts unlawfully, NLOCKD will inform the Parties thereof. The parties must then provide a reasoned written response as soon as possible, but no later than within one day, seeking rebuttal, after which NLOCKD will independently decide which measures to take. Measures may include permanently deleting (without the obligation to back up), or restricting access to the information to which the complaint relates. In cases that are urgent in the opinion of NLOCKD, NLOCKD can intervene immediately without having to inform the Parties in advance.

11.8 The parties shall refrain from hindering, intimidating or threatening other users of the Services or other internet users in general or causing damage to systems or networks of (the suppliers of) NLOCKD or sending malware or hosting phishing pages. If, in the opinion of NLOCKD, actions of the Parties cause or may cause hindrance, damage or other danger to the correct and/or safe functioning of NLOCKD's systems or networks, in particular as a result of excessive transmission of data, (distributed) denial-of-service attacks, poorly secured systems or activities of viruses, Trojans or similar software, NLOCKD is entitled to take all measures it reasonably deems necessary to avert or prevent this danger.

11.9 Parties may not use the Services to promote or condone hatred or violence against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, or veteran status. Parties may not use the Services to promote or support any organization, platform, or person that: (i) promotes or condones such hate; or (ii) threaten or condone violence in furtherance of a cause.

11.10 NLOCKD is entitled to partially or completely (temporarily) deny the Parties access to the Services if NLOCKD has established that the Parties are acting in violation of the Service Agreement or applicable laws and regulations and the Parties have failed to take measures to end the violation in question after notification by NLOCKD of this.

11.11 The Parties shall indemnify and indemnify NLOCKD as well as employees of NLOCKD in respect of claims by third parties in connection with the acts or omissions of the Parties.

11.12 Use of the Services may be subject to specific usage restrictions (e.g., with respect to the maximum number of end users, network capacity, API calls per unit of time, and/or storage space), as communicated by NLOCKD. In the event that the applicable usage restrictions are exceeded by the Parties, NLOCKD will not be liable if the Service in question is not accessible or does not function properly as a result. NLOCKD is entitled to charge the Parties separately for exceeding the applicable usage restrictions in accordance with the usual rates.

11.13 NLOCKD is not liable for any damage resulting from measures taken pursuant to this article.

Artikel 12 Availability, maintenance, and support

12.1 NLOCKD will make every effort to ensure the uninterrupted availability of Services that are provided remotely (via the Internet, such as EaaS services), but does not offer any guarantees in this regard, unless the Parties have agreed otherwise. NLOCKD will make every effort to inform the Parties about the nature and expected duration of the interruption in the event that the Services are not (fully) available, due to malfunctions, maintenance or other causes.

12.2 NLOCKD reserves the right to temporarily retire the Services for maintenance purposes. NLOCKD will make every effort to ensure that such decommissioning takes place as much as possible at a time when, in the opinion of NLOCKD, the Services are least used (on average).

12.3 In the event that NLOCKD is of the opinion that decommissioning of the Services is desirable for their safe operation, NLOCKD is entitled to decommission the Services immediately without prior notice to the Parties, so that NLOCKD can take appropriate measures as soon as possible. NLOCKD will never be obliged to pay any compensation to the Parties due to decommissioning as referred to in this paragraph.

12.4 NLOCKD has the right to modify the Services from time to time, including to improve functionality and to correct errors, or to no longer offer aspects thereof. Insofar as the Services are provided to multiple customers, it will not be possible to waive a certain change for the Parties alone. If a change leads to the loss of an essential functionality expressly agreed upon for the Parties, the Parties will have the right to terminate the Service Agreement until and by the time the change takes effect.

12.5 If agreed, NLOCKD will provide the Parties with remote support in the context of the use of the Services by means of a helpdesk. Any form of support is provided during NLOCKD office hours, in Dutch and/or English and through the means of communication used by NLOCKD for this purpose, which may change from time to time. Restoration of damaged or lost Customer Data is not covered by support, but may be carried out at the request of the Parties and for a fee to be agreed upon.

12.6 NLOCKD will endeavour to adequately address any support requests within a reasonable timeframe. NLOCKD may impose reasonable restrictions on the use of the forms of support offered. In addition, the NLOCKD is free to further determine and/or change the availability and response times of the helpdesk at any time. NLOCKD is entitled to refer Parties (including its end users) to existing user documentation.

Artikel 13 Applicability and third-party beneficiary clause

13.1 If the Customer Supplier is enabled through the Services to make an Offer and/or to accept an Offer, or to thereby become a party to a Purchase Agreement with the Customer Sellers, the provisions of these general terms and conditions shall apply.

13.2 Parties to a Purchase Agreement can directly invoke the conditions included in this Mistake! Reference source not found., unless the Parties have deviated from it. The foregoing shall constitute a third-party beneficiary, whereby each party shall have direct rights and obligations towards the other party, in accordance with the provisions of the general terms and conditions.

Artikel 14 Role of NLOCKD

14.1 Where NLOCKD offers the Customer Supplier the opportunity to become a party to Purchase Agreements, NLOCKD itself never becomes a party to the Purchase Agreement in question (unless NLOCKD explicitly acts as Seller or Buyer itself).

14.2 The parties acknowledge and agree that the Services are not a marketplace and that any Sales Agreement entered into through the Services is directly between the Customer Supplier and the Customer Seller. The Customer Vendor is the merchant of record for all items that the Customer Vendor sells through the Services. NLOCKD bears no responsibility for the Offerings and quality of the Products offered by any Customer Supplier. This is the responsibility of the Parties themselves. NLOCKD is not liable for performance nor any consequences of non-performance of the Purchase Agreements.

14.3 Seller is responsible for ensuring that all information it provides to NLOCKD is and remains accurate, complete and up-to-date. This applies, among other things, to their company, contact and bank details for the purpose of any payments.

14.4 NLOCKD may be required by law to provide certain information in respect of Seller to the competent tax authorities, for example under regulations based on Directive (EU) 2021/514 (DAC7). If necessary, the Seller will enable NLOCKD to fulfil such obligations.

Artikel 15 Offering Products

15.1 Customer supplier is responsible for providing correct and complete product data in the NLOCKD platform according to the EU conformity rules. NLOCKD is not responsible for errors in the content.

15.2 The Parties are responsible for the products and services sold through the Services and all aspects of the transactions between the Parties and their Customer(s) consumer. This includes, but is not limited to, authorizing the charges to the Customer Consumer in relation to the purchase from the Customer Consumer, refunds, returns, conducting sales or customer service, fraudulent transactions, required legal disclosures, compliance with regulations, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where products or services are for sale . The Parties represent and warrant that the products and services sold by the Parties through the Services will be true, accurate, and complete and will not violate any applicable laws, regulations, or rights of any third party.

15.3 NLOCKD is entitled to set or introduce further terms and conditions and to change them from time to time, for example in the context of products or services that may only or may not be offered via the Services. These further terms and conditions will be made known to the Parties via the Service and will be deemed to form an integral part of these General Terms and Conditions. Parties may only offer products or services through the Services that comply with the General Terms and Conditions, including the further terms and conditions referred to above.

15.4 NLOCKD is free to check whether the products or services offered by the Parties comply with the General Terms and Conditions. If, in the reasonable opinion of NLOCKD, a product does not comply with the General Terms and Conditions, NLOCKD is entitled to stop showing the product in question within the Service. In the event of a decision to discontinue the display of a product or service, NLOCKD will inform the Parties thereof, stating the reasons. If the Parties do not agree with the decision of NLOCKD, the Parties will consult on this. Where necessary, NLOCKD will then further specify and/or clarify the General Terms and Conditions to avoid misunderstandings in the future.

15.5 Customer Supplier guarantees that he may sell the product or service and that Customer supplier may use the relevant product information and the relevant image(s) of the product or service. Customer Supplier guarantees that the product information provided does not infringe any right of a third party including, but not limited to, intellectual property rights; and is not contrary to good morals or can be offensive in any other way.

15.6 The parties are responsible for ensuring that the Offer of a product is correctly and completely described, that stock indications, and delivery times and indications are correct and that the Offer, where relevant, states a correct EAN and/or ISBN.

15.7 Customer supplier must ship the products in brand neutral packaging and the shipment must be made from the European Union.

15.8 All returns are collected centrally for Customer supplier by a supplier of NLOCKD and are periodically sent to 1 location of Customer supplier. It is not possible to have returns returned directly to the shipping location of the Customer Supplier. All costs of returns are for the account of Customer supplier and will be charged to Customer supplier.

15.9 The parties guarantee that the Offer is complete and not misleading in nature, that the products or services offered are new (unless expressly stated otherwise), are not counterfeit products and comply with the relevant laws and regulations.

15.10 Customer Supplier is responsible for the correct and proper packaging and timely delivery of products or services to Customer Seller. The logistics of the Parties must be in order, so that the Parties can deliver the products or services ordered or sold by the Customer Seller to the Customer Consumer according to the agreed delivery times.

Artikel 16 Offer and conclusion of the purchase agreement

16.1 Customer Supplier may be required to provide certain information through the Service as part of the Offering, including, but not limited to, information about:

a) the identity of the Customer Supplier or the party on whose behalf the Customer Supplier is acting;

b) the geographical address of the Customer, supplier or the party on whose behalf the Customer supplier is acting;

c) the telephone number and e-mail address of the Customer Supplier;

d) the main characteristics of the product or service;

e) the total price of the products or services, including applicable taxes;

f) if applicable, the amount or method of calculation of the shipping costs;

g) information about the method of payment, delivery, execution, and the period within which the Customer Supplier undertakes to deliver the product or service;

h) any general terms and conditions used by Customer Supplier

16.2 All information relating to the Offer is shown within the Service to potential Sales Channels, all in accordance with the settings that Customer Supplier uses for this purpose within the Service (for example: Show Offer only to Sales Channels located in the Netherlands or active on a certain marketplace).

16.3 A Purchase Agreement is concluded at the moment that a Sales Channel accepts an Offer. The Customer-Supplier shall, through the Service, send an acknowledgement of receipt of the acceptance by the Customer-Seller and the invoice to the Customer-Seller, in accordance with applicable regulations.

16.4 If damage occurs to the Customer Supplier as a result of the incomplete or incorrect completion of the information requested via the Service by the Customer Supplier or other information provided by the Customer Supplier in the context of an Offer, the Customer Supplier is responsible for this damage and will have to compensate the damage in question in accordance with the conditions that apply to this under the Purchase Agreement.

Artikel 17 Sale

Unless the Customer Supplier and the Customer Seller have agreed otherwise, the following general terms and conditions apply to Sales Agreements: The Sales Agreement is governed by Dutch law and the Vienna Sales Convention does not apply.

Artikel 18 Advertising- performance based fees

18.1 Management Fee Structure

The management fee for Nlockd’s AI advertising services is structured as a variable fee based on the performance of your campaigns, measured by Return on Ad Spend (ROAS):

a) A base fee of 3% of the total monthly ad spend will apply.

b) The fee may increase incrementally based on the achieved ROAS, up to a maximum of 6% of the total ad spend

18.2 Performance Metrics and Reporting

a) The ROAS will be calculated and shared monthly, providing full transparency into campaign performance and fee adjustments.

b) A detailed breakdown of the performance metrics, including ad spend, ROAS, and resulting fee percentages, will be available within your Nlockd dashboard.

18.3 Capping and Fair Practice

a) The management fee will never exceed 6% of the total ad spend in any given month, ensuring predictability and cost-efficiency for clients.

18.4 Termination and Adjustments

a) If the client wishes to renegotiate or terminate the agreement, this must be done with a minimum of 30 days’ notice, during which the existing fee structure will apply.

Artikel 19 Compensation and payment

19.1 After the conclusion of a Purchase Agreement, the Customer Seller will be obliged to pay the corresponding purchase price for the benefit of the Customer Supplier. NLOCKD offers the possibility to have payment made via the Service. The Parties shall be obliged to accept the additional terms and conditions as included in these T&Cs or the Service Agreement.

19.2 NLOCKD and Customer Seller are entitled to offset costs incurred against outstanding payments and credits of Customer Supplier. This concerns costs such as but not limited to product returns, costs of processing and shipping returns, advertising costs on sales channels, costs EPR declaration and tax and/or costs of any specifically agreed services with Customer Supplier.

19.3 NLOCKD guarantees that all revenue generated on behalf of customers through affiliate marketplaces is securely managed and transferred exclusively to the respective customer.

19.4 The funds received by NLOCKD from sales transactions on affiliated marketplaces are kept separate from NLOCKD’s operational funds. This ensures full financial transparency and guarantees that income is only transferred to the customer.

19.5 In the absence of payment of the license fee, the payment is temporarily suspended until full payment is received by NLOCKD

19.6 Financial flows comply with all applicable legal requirements and financial safeguards under European regulations, including provisions for segregated management and transparency.

19.7 Payouts are made net of applicable fees, license and transaction fees, and mandatory tax contributions, all of which are clearly specified in the financial statements provided to the client.

19.8 The client will receive the net earnings immediately after NLOCKD receives the funds from the respective sales platforms, with a maximum payout period of 24 hours after receipt by NLOCKD.

Artikel 20 Reviews and complaints

20.1 Complaints from the Customer, Supplier or the Customer Seller in the context of a Purchase Agreement must at all times be addressed to the relevant counterparty. The parties are free to inform NLOCKD of this. In the event of repeated complaints (three or more) that NLOCKD believes to be well-founded, NLOCKD shall be entitled to terminate the Service Agreement with immediate effect with respect to the party to which the complaints relate by means of written notice, without being or becoming liable for any damage resulting therefrom.

20.2 Where the Parties are offered the opportunity by NLOCKD to rate each other, for example by giving a number of stars and/or writing a review, the party in question guarantees that the ratings/reviews are truthful. Parties must tolerate the ratings/reviews aimed at them and cannot remove them (or have them removed), unless they are clearly unlawful. NLOCKD reserves the right to remove or amend any ratings/reviews if it finds that the rating.

Artikel 21 Customer data

20.1 The parties use the Customer Data exclusively and only to the extent necessary for the execution of the obligations under the Purchase Agreement and the execution of the order. In their activities under this agreement, the parties undertake to fully comply with all applicable privacy laws and regulations, such as the General Data Protection Regulation, and indemnify NLOCKD against all damages and/or costs of any kind whatsoever.

20.2 Parties may not post or upload any material that contains personally identifiable information, sensitive personal information or confidential information, such as credit card numbers, confidential national ID numbers or account passwords, unless the Parties have permission from the person to whom the information belongs or who is otherwise authorized to grant such consent. Parties may not use the Services to collect, store, or process special personal data and/or health information that is subject to the General Data Processing Regulation (GDPR) or any other applicable health privacy regulations or any other applicable law governing processing, use, or disclosure. protected health information.

20.3 All intellectual property rights with regard to Customer Data and other information that the Parties provide to NLOCKD in the context of the Agreement are vested in the Parties or their licensors. The parties hereby grant NLOCKD a free, non-exclusive right of use to use this Customer Data for the duration of the Service Agreement insofar as this is necessary in the context of the provision of the Services as well as for the improvement thereof. The Parties guarantee that the Parties have all rights and permissions necessary for the use of the Customer Data and the information that the Parties provide to NLOCKD, or that the Parties themselves store or distribute using the Services, and indemnifies NLOCKD against any claims by third parties in this context.

21.1 Only if agreed in writing will NLOCKD make back-ups of Customer Data stored by the Parties on NLOCKD's systems, and provide these to the Parties on request, possibly for a further fee. NLOCKD is entitled to delete the Customer Data and any backup copies thereof immediately after termination of the Service Agreement, unless otherwise agreed.

21.2 In the event of a legally valid termination of the Service Agreement by the Parties, at the request of the Parties, the request of which must be submitted in writing before or at the time of termination by the Parties, NLOCKD will make every effort to cooperate in order to enable the transfer of Customer Data to the Parties or another party designated by the Parties. The foregoing is at all times limited to the possibilities as offered by NLOCKD at that time. If additional cooperation from NLOCKD is requested, NLOCKD will apply its rates in force at that time. It is the responsibility of the Parties to submit a timely request for the provision of Customer Data to NLOCKD.

Artikel 22 Intellectual Property Rights

22.1 Any intellectual property rights relating to the Services, including software and other materials provided by NLOCKD, are and will remain vested in NLOCKD or its licensors. The use that the Parties may make of the Services is limited to what is described in the Service Agreement or reasonably follows from it. The parties shall not perform any acts that may infringe the intellectual property rights of NLOCKD or its licensors. Parties' rights of use are non-exclusive, non-transferable, non-sublicensable and valid for the duration of the Service Agreement, unless otherwise agreed in writing. Rights of Use do not include the right to access any source code underlying the Services or a right to provide a copy thereof.

22.2 NLOCKD may take (technical) measures to protect the Services. If NLOCKD has taken such security measures, the Parties are not permitted to circumvent or remove such security. The Parties are further prohibited from removing or modifying any designation of intellectual property rights from the Services or any indication of confidentiality.

22.3 During the term and after the expiration of the Service Agreement, NLOCKD is permitted to describe the cooperation with and/or customer case with regard to the Parties for promotional purposes in the materials and channels used by NLOCKD (such as its website(s)), whereby trade name, figurative and word marks of the Parties may be used as an illustration. If the Parties object to the way in which NLOCKD makes use of this, the Parties can make this known to NLOCKD in writing and NLOCKD will consider the objection in all reasonableness and decide whether or not to make adjustments.

Artikel 23 Processing of personal data

23.1 If and insofar as NLOCKD processes personal data on behalf of the Parties and thereby acts as a processor (as defined in the General Data Protection Regulation), the Parties will record the necessary agreements in a processing agreement. A Data Processing Agreement is considered an integral part of the Service Agreement. In the event of a conflict between the Data Processing Agreement and the provisions in these General Terms and Conditions, the content of the Data Processing Agreement shall prevail.

However, the limitation of liability included in these General Terms and Conditions in favor of NLOCKD shall remain in full force and effect, unless the Parties have deliberately deviated from it with explicit reference to these General Terms and Conditions.

Artikel 24 Secrecy

24.1 The Parties shall treat Confidential Information received from the other Party during the performance of the Agreement as confidential for the duration of the Agreement. The parties shall exercise the same degree of care in the protection of Confidential Information as the disclosing Party uses for the protection of its own Confidential Information, but in each case no less than reasonable care.

24.2 The obligation of confidentiality does not apply to information that: (a) is or becomes generally available to the public for reasons other than disclosure by the receiving Party in violation of the Agreement; (b) was already in the possession of the receiving Party prior to being provided by or on behalf of the disclosing Party; (c) is made available to the receiving Party on a non-confidential basis by a source other than the disclosing Party, which is not required to keep that information confidential; or (d) was created by the receiving Party itself prior to being provided to the receiving Party by the disclosing Party.

24.3 If a receiving Party is required by law to disclose Confidential Information to third parties, it shall promptly notify the other Party in writing so that such Party may request precautionary attachment or other appropriate remedy and/or waive any reliance on compliance with these confidentiality provisions.

24.4 At the request of the disclosing Party, the receiving Party shall delete or return the Confidential Information upon termination of the Agreement.

Artikel 25 Liability

25.1 Unless there is intent and/or gross negligence on the part of NLOCKD, NLOCKD is in no way liable for damage and/or costs of any kind on the part of the supplier in connection with the use of the NLOCKD platform and the further services. This includes – but is not limited to – damage and costs as a result of the improper functioning of the NLOCKD platform, technical malfunctions, incorrect content information, etc.

25.2 The liability of NLOCKD for damage suffered by the Parties as a result of an attributable shortcoming in the fulfilment by NLOCKD of its obligations under the Service Agreement, or as a result of an unlawful act of NLOCKD, its employees or third parties engaged by it, is limited to the compensation that the Parties have paid to NLOCKD in the month prior to the damage-causing event. excluding VAT, with a maximum of ten thousand euros per calendar year. If the Parties have not paid compensation to NLOCKD in the aforementioned period, the liability is limited to five hundred euros.

25.3 NLOCKD is not liable for compensation for indirect damage, which includes: loss of turnover or profit, damage caused by delays, claims by third parties against the Parties, damage due to business interruption and damage due to loss of data.

25.4 Any limitation of liability does not apply if and insofar as the damage is the result of intent or deliberate recklessness on the part of NLOCKD's management.

25.5 NLOCKD's liability for attributable failure in the performance of the Service Agreement only arises if the Parties immediately and properly give NLOCKD notice of default in writing, setting a reasonable period for remedying the shortcoming, and NLOCKD continues to imputably fail to comply with its obligations even after that period. The notice of default must contain a description of the shortcoming that is as detailed as possible, so that NLOCKD is able to respond adequately.

25.6 Force majeure on the part of NLOCKD is in any case the event of non-performance due to power failures, internet failures, failures in the telecommunications infrastructure, network attacks (including (d)dos attacks), shortcomings of suppliers of NLOCKD, attacks of malware or other malicious software, domestic disturbances, mobilization, war, terror, strikes, import and export restrictions, pandemic, stagnation in supply, fire and floods. If a force majeure situation has lasted longer than sixty (60) days, the Parties are entitled to terminate the Service Agreement.

25.7 In their activities, the parties undertake to fully comply with all applicable privacy laws and regulations, such as the General Data Protection Regulation, and NLOCKD indemnifies themselves against all damage and/or costs of any kind whatsoever

25.8 The parties fully indemnify NLOCKD against all damage and/or costs of any nature whatsoever arising from the non-compliance with one or more obligations under these General Terms and Conditions, the Service Agreement or non-compliance with laws and regulations.

Artikel 26 Other provisions

26.1 The Service Agreement is governed by Dutch law.

All disputes that may arise as a result of the NLOCKD Service Agreement must be submitted by the Parties to the competent court in the district in which NLOCKD is established.

26.2 The Parties may only transfer the rights and obligations arising from Service Agreements to a third party with the written consent of the other Party. Notwithstanding this, NLOCKD shall have the right to assign Service Agreements to a parent, sister or subsidiary or to a third party by reason of a merger, acquisition or divestiture of business activities without the prior consent or cooperation of the Parties. NLOCKD will notify the Parties if such transfer has taken place.

26.3 The version of communication received or stored by NLOCKD, as well as any log files kept by NLOCKD or measurements taken with regard to the Services, shall be deemed to be authentic evidence, subject to evidence to the contrary to be provided by the Parties.

26.4 Where the term "written" is used in these General Terms and Conditions, this also includes communication by e-mail, provided that the identity of the sender and integrity of the message is sufficiently established. Dissolution by the Parties must at all times be done by registered letter.