General Terms and Conditions Please read these terms and conditions carefully.

Welcome to Newmatter B.V. (“Newmatter”). We’re excited to collaborate with you! These terms and conditions outline the rules and regulations for using our services. By engaging with us, you agree to these terms.

Address: Prinses Margrietplantsoen 33, 2595 AM Den Haag, The Netherlands Chamber of Commerce Number: 72740914

If you have any questions, please contact us.

We reserve the right to update these terms and conditions. The most recent version is always available on our website at https://newmatter.eu. On request, we’ll send you the most recent version.

Article 1 - General

These terms and conditions apply to every offer, proposal, and agreement between Newmatter and you (the “Client”). We may agree in writing to deviate from these terms.

Article 2 - Our Services

We offer a range of services to support your business needs, which include but are not limited to:

• Hourly Fee-Based Services: Such as mergers and acquisitions consulting services billed at an agreed hourly rate.
• Retainer Services: Ongoing support with a fixed monthly fee, such as the Entrepreneur Hotline.
• Subscription Services: Access to specialized services on a monthly subscription basis.
• Project-Based Services: One-time or multi-phase projects, such as product development or due diligence.
• Performance-Based Services: Such as success fees for successful exits or acquisitions.

Specific details, including scope, fees, and deliverables, will be outlined in individual service agreements or proposals.

Article 3 - Establishing an Agreement

An agreement is established when we receive your written confirmation, which can be via email, WhatsApp, or a signed proposal.

Article 4 - Offers and Proposals

1. Non-Binding Nature: Our offers and proposals are non-binding unless stated otherwise in writing. Each offer is specific to the assignment described.
2. Reliance on Information Provided: We base our proposals on the information you provide. Please ensure it’s accurate and complete.

Article 5 - Pricing and Payment Terms

Unless otherwise agreed, our pricing and payment terms are as follows:

1. Pricing: All prices exclude expenses, taxes, and government levies unless specified. We’ll provide clear pricing details in our proposals or service agreements.
2. Hourly Consultancy:
   • Tracking and Invoicing: We’ll track hours worked and invoice you monthly.
   • Payment Term: Payment is due within fourteen (14) days of the invoice date.
3. Monthly Retainer:
   • Billing Cycle: You’ll be billed monthly in advance.
   • Payment Term: Payment is due within fourteen (14) days of the invoice date.
   • Renewal and Cancellation: The service renews automatically each month. You may cancel with one month’s written notice before the next billing cycle.
4. Subscription Services:
   • Billing and Payment: Subscriptions are billed monthly in advance, with payment due within fourteen (14) days of the invoice date.
   • Automatic Renewal: Subscriptions renew automatically unless canceled.
   • Cancellation: You may cancel your subscription with one month’s written notice prior to the next billing cycle.
5. Late Payment:
   • If payment isn’t received by the due date, you’ll be in default (verzuim) without needing a formal notice (ingebrekestelling).
   • Statutory commercial interest will accrue on overdue amounts from the due date until full payment.
   • You’ll be responsible for any collection costs incurred, calculated as per legal rates.
6. Immediate Payment Required: All outstanding amounts become immediately payable if:
   • You fail to pay within the payment term.
   • You declare bankruptcy, apply for suspension of payment, or face insolvency proceedings.
   • Your company is dissolved or liquidated.
   • As an individual, you’re placed under guardianship or pass away.

Article 6 - Commencement and Execution

1. Starting the Assignment: We’ll begin our work after receiving any required prepayments, information, or materials from you.
2. Execution Time:
   • Agreed timelines are estimates unless explicitly stated as deadlines.
   • We’ll keep you informed of our progress and any potential delays.

Article 7 - Client Responsibilities

1. Providing Information: Please provide all necessary information and materials promptly to enable us to perform our services effectively.
2. Cooperation: Your cooperation is essential. This includes attending scheduled meetings and responding to communications in a timely manner.

Article 8 - Changes to the Assignment

1. Amendments: If changes are needed to ensure proper execution, we’ll discuss and agree on them in writing.
2. Impact on Fees and Timing: Changes may affect fees and timelines. We’ll inform you of any adjustments.
3. Right to Decline: We may decline requested changes if they could negatively impact the quality or scope of our services.

Article 9 - Termination and Cancellation

1. Termination by You:
   • Hourly Consultancy: You may terminate with written notice. Fees for services rendered up to termination are due.
   • Retainer and Subscription Services: You may cancel with one month’s written notice before the next billing cycle.
2. Termination by Us:
   • We may suspend or terminate services if you fail to meet your obligations, after providing notice and a chance to remedy the issue.
3. Refunds:
   • Prepaid Services: If you prepaid for services, we’ll refund the unused portion on a pro-rata basis unless termination is due to a breach of these terms.

Article 10 - Intellectual Property Rights

1. Our Work: Unless agreed otherwise, we retain all intellectual property rights to materials and deliverables we create.
2. Your Use: Upon full payment, we grant you a non-exclusive license to use the deliverables for their intended purpose.

Article 11 - Confidentiality and Data Protection

1. Confidential Information: Both parties agree to keep each other’s confidential information private and not disclose it to third parties without consent, unless required by law.
2. Data Protection:
   • We comply with Dutch and EU data protection laws.
   • Please see our Privacy Policy for details on how we handle your data.

Article 12 - Liability

1. Limitation of Liability: We’re only liable for direct damages resulting from our intentional misconduct or gross negligence.
2. Maximum Liability: Our total liability is limited to the amount you’ve paid for the services, with a maximum of €100,000.
3. No Indirect Damages: We’re not liable for indirect damages like lost profits, lost savings, or business interruption.
4. Information Accuracy: We’re not liable for damages resulting from relying on incorrect or incomplete information you provide.

Article 13 - Force Majeure

1. Definition: Force majeure events include, but aren’t limited to, natural disasters, strikes, governmental actions, or failures by suppliers.
2. Consequences:
   • We may suspend our obligations during a force majeure event.
   • If the event lasts more than sixty (60) days, either party may terminate the agreement in writing without liability.

Article 14 - Dispute Resolution

1. Governing Law: Dutch law applies to these terms and conditions.
2. Amicable Resolution: We’ll first attempt to resolve disputes amicably through discussion or mediation.
3. Jurisdiction: If unresolved, disputes will be submitted to the competent court in Den Haag.

Article 15 - Updates to Terms and Conditions

1. Acceptance of Changes: Continued use of our services after updates indicates your acceptance of the new terms.

Article 16 - Compliance with Laws

Both parties agree to adhere to all applicable laws and regulations in connection with our services. This contract is construe

Article 17 - Entire Agreement

These terms and conditions, along with any specific agreements or proposals, constitute the entire agreement between us and supersede prior communications.

Article 18 - Language

These terms are drafted in Dutch. In case of translations into other languages, the Dutch version prevails in case of discrepancies.

Article 19 - Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in effect. We’ll replace the invalid provision with one that closely matches the original intent.

Article 20 - Conflicting Provisions

If any of the provisions from these terms and conditions are in conflict with a provision from an agreement, the agreement prevails.

Article 21 - No Waiver

Failure to enforce any provision doesn’t constitute a waiver of that provision or any other provision.

Article 22 - Assignment

You may not transfer or assign your rights and obligations under these terms without our prior written consent.

Article 23 - Notices

Notices under these terms should be sent in writing to the addresses provided at the beginning of these terms.