Citizar General Terms and Conditions

Version 1.0 — August 2026

Courtesy translation. These terms were drawn up in Dutch. Only the Dutch text is binding; this English version is provided for convenience.

Citizar (sole proprietorship), with its registered office at Kolhornkade 34, 3826 AD Amersfoort, the Netherlands, Dutch Chamber of Commerce no. 90089871 (hereinafter: "Citizar").

Chapter 1 — General part

Article 1 — Definitions

• Client: the party that concludes an Agreement with Citizar or is negotiating one, acting in the course of a profession or business.
• Agreement: any agreement between Citizar and Client, including quotations and order confirmations accepted by Client.
• Services: all performances to be delivered by Citizar, including licensing Software, hosting and SaaS services, and consultancy.
• Software: software developed or supplied by Citizar, including documentation, updates and content compiled by Citizar (including norm content).
• Client Data: data that Client enters, supplies or generates using the Services.
• In Writing: on paper or by email.

Article 2 — Applicability

2.1. These terms apply to all offers, quotations and Agreements of Citizar. They apply exclusively vis-à-vis parties acting in the course of a profession or business.

2.2. These terms consist of this general part and Modules A (Software License), B (Hosting and SaaS) and C (Consultancy). A Module applies only to the extent Citizar provides Services of the relevant type.

2.3. In the event of conflict, the following order of precedence applies: (i) the signed or confirmed Agreement, (ii) the applicable Module, (iii) this general part.

2.4. The applicability of any purchasing or other terms of Client is expressly rejected.

2.5. Deviations from these terms are valid only if agreed In Writing.

2.6. These terms are drawn up in Dutch with an English courtesy translation. Only the Dutch text is binding.

Article 3 — Offers and formation

3.1. All offers of Citizar are without obligation and valid for thirty (30) days, unless stated otherwise.

3.2. An Agreement is formed by Client's acceptance In Writing of the offer, or by Citizar commencing performance at Client's request.

3.3. Obvious errors or clerical mistakes in offers do not bind Citizar.

Article 4 — Performance

4.1. Citizar performs the Services to the best of its ability and with the care of a good contractor. All Services constitute best-efforts obligations, unless Citizar has expressly promised a specific result In Writing.

4.2. Citizar may engage third parties in the performance.

4.3. Client provides Citizar in good time with all information and cooperation reasonably required for the performance. Delay or additional work resulting from failure to do so is for Client's account.

4.4. Periods stated by Citizar are indicative and do not constitute strict deadlines.

Article 5 — Prices and payment

5.1. All prices are exclusive of VAT and other levies.

5.2. Invoices are paid within thirty (30) days of the invoice date, without suspension or set-off by Client.

5.3. Citizar may adjust periodic fees once per year in line with the development of the Services Producer Price Index (DPI), category 62 "IT services", published by Statistics Netherlands (CBS), based on the most recently published quarter. A negative index development does not reduce fees. If CBS ceases to publish this index, the most comparable successor index applies. Citizar announces any further price adjustment at least four (4) months before its effective date; in that case Client may terminate the relevant continuing agreement as per that effective date.

5.4. In the event of late payment, Client owes, after a demand allowing a period of fourteen (14) days, the statutory commercial interest (art. 6:119a Dutch Civil Code) and extrajudicial collection costs. Citizar may suspend performance of the Services for as long as due and payable invoices remain unpaid, subject to prior notice.

Article 6 — Term and termination

6.1. Agreements for continuing Services are entered into for one (1) year and are tacitly renewed for successive one (1) year periods, unless a party gives notice In Writing no later than three (3) months before the end of the then-current period, or unless agreed otherwise.

6.2. Either party may dissolve an Agreement in whole or in part with immediate effect if the other party imputably fails to perform a material obligation and such failure is not remedied within thirty (30) days of a written notice of default, or if the other party is declared bankrupt or granted a suspension of payments.

6.3. Upon the end of an Agreement, provisions that by their nature continue (including intellectual property, confidentiality and liability) remain in force.

6.4. Fees already paid in advance are not refunded, unless the Agreement is dissolved due to a failure attributable to Citizar, in which case Citizar refunds pro rata for the remaining period.

Article 7 — Intellectual property

7.1. All intellectual property rights in the Software, the Services and their results are and remain vested in Citizar or its licensors, including where developed at Client's request. Client obtains only the rights of use arising from these terms and the Agreement.

7.2. Client Data is and remains Client's.

7.3. Citizar may freely use general knowledge, experience, methods and non-client-specific work results gained or developed in the performance for other engagements, with due observance of Article 8.

7.4. Client shall not remove or alter any notices of intellectual property rights.

Article 8 — Confidentiality

8.1. The parties keep confidential all information received from each other in the context of an Agreement of which they know or ought to know the confidential nature, and use it solely for the performance of the Agreement. This obligation survives the end of the Agreement.

8.2. Confidential information includes in any event: the Software and associated content and access credentials (on Citizar's side) and business, compliance and personal data (on Client's side).

Article 9 — Personal data

9.1. To the extent Citizar processes personal data in the performance for which Client is the controller, Citizar acts as processor and the parties conclude a data processing agreement where required. Citizar implements appropriate technical and organisational measures.

Article 10 — Liability

10.1. Citizar's total liability under or in connection with an Agreement is limited, per event (related events counting as one event), to the fees owed by Client for the relevant Service over the twelve (12) months preceding the event, or — for one-off engagements — to the invoice value of the relevant engagement.

10.2. Citizar's liability for indirect damage — including consequential damage, lost profits, missed savings, loss of or damage to data and damage due to business interruption — is excluded.

10.3. The limitations of this article do not apply to the extent the damage results from intent or deliberate recklessness on the part of Citizar.

10.4. Any claim for damages lapses if Client has not reported it to Citizar In Writing within three (3) months of discovery of the damage.

10.5. Client indemnifies Citizar against third-party claims relating to the use of the Services by or on behalf of Client in breach of the Agreement or the law.

Article 11 — Force majeure

11.1. Citizar is not obliged to perform if prevented by force majeure, which includes: failures of internet, network or energy supplies, shortcomings of suppliers and hosting providers, cyberattacks (including DDoS attacks), government measures and illness.

11.2. If the force majeure lasts longer than sixty (60) days, either party may terminate the Agreement In Writing for the part that cannot be performed, without any obligation to pay damages.

Article 12 — Assignment

12.1. Citizar may transfer its rights and obligations under an Agreement to a third party in the context of a transfer of (the relevant part of) its business; Client hereby grants its cooperation in advance within the meaning of art. 6:159 Dutch Civil Code. Client may not transfer an Agreement without Citizar's prior consent In Writing.

Article 13 — Amendment of these terms

13.1. Citizar may amend these terms. For current continuing agreements, amendments take effect one (1) month after announcement In Writing. If an amendment materially worsens Client's position, Client may terminate the relevant continuing agreement as per the effective date of the amendment.

Article 14 — Governing law and disputes

14.1. All Agreements are governed by Dutch law.

14.2. Disputes are submitted to the competent court of the district of Midden-Nederland (Central Netherlands), after the parties have made reasonable efforts to resolve the dispute amicably.

Module A — Software License (self-hosted)

This Module applies if Citizar licenses Software to Client that Client operates on its own infrastructure.

Article A1 — License

A1.1. Citizar grants Client, for the duration of the Agreement, a non-exclusive, non-transferable, non-sublicensable right to use the Software for Client's internal business operations, within the scope described in the Agreement (such as number of instances, modules or norms).

A1.2. Client shall not:

a. copy the Software other than as necessary for the agreed use and for backup purposes; b. decompile the Software or otherwise derive its source code, except to the extent permitted by mandatory law; c. make the Software or content contained in it available to third parties, rent it out, sublicense it or offer it as a service to third parties; d. extract the Software or content contained in it from the delivered form of distribution (including container images) for use outside the Software.

Article A2 — Updates

A2.1. If the Agreement includes maintenance, Citizar makes the updates of the Software it generally releases available to Client via a channel designated by Citizar. Client installs updates itself.

A2.2. Citizar may attach reasonable installation conditions to updates. Support may require installation of an available update.

Article A3 — Client responsibilities

A3.1. As operator of its own environment, Client is fully responsible for hosting, infrastructure, security, availability, backups and timely installation of updates, including security corrections.

A3.2. Citizar has no access to Client's environment or data, unless Client grants such access temporarily and for a specific purpose.

Article A4 — Warranty

A4.1. Citizar will use reasonable efforts to ensure that the Software functions materially in accordance with the documentation, but does not warrant that it is error-free or operates without interruption.

A4.2. Software and content that support compliance with standards or laws and regulations do not replace Client's own responsibility. Citizar does not warrant that use will result in certification, a positive audit opinion or compliance with laws or regulations.

Article A5 — End of the license

A5.1. Upon the end of the Agreement, Client ceases all use of the Software, removes and destroys all copies within thirty (30) days and confirms this In Writing on request. Before removal, Client may export its Client Data.

Module B — Hosting and SaaS

This Module applies if Citizar makes Software or other services available to Client as a service hosted by Citizar.

Article B1 — Provision of the service

B1.1. Citizar will use reasonable care to make the hosted service available. Citizar does not guarantee uninterrupted availability. Specific commitments regarding availability, backups or recovery times apply only if and as expressly agreed In Writing.

B1.2. Citizar may take the service temporarily out of operation for maintenance and will, where reasonably possible, carry out announceable maintenance outside office hours and with prior notice.

B1.3. Citizar may modify and improve the service. Citizar will give timely notice of changes that materially reduce functionality.

Article B2 — Use

B2.1. Client shall not use the service in breach of the law or the Agreement, nor in a manner that may harm the provision of services to others or Citizar's systems. Client is responsible for use via its accounts and for the content of its Client Data.

B2.2. In the event of (suspected) abuse, security risks or acts contrary to B2.1, Citizar may suspend the service in whole or in part or make content inaccessible, where possible after prior warning.

B2.3. Fair use applies to the service. In the event of structurally excessive use, the parties will consult on adjusting the fee or the use.

Article B3 — Client Data and backups

B3.1. Client Data is and remains Client's. Citizar uses Client Data solely for the performance of the Agreement.

B3.2. Citizar makes backups for the continuity of its own service provision. Client cannot derive any rights from these backups; Citizar does not guarantee recovery of data or any recovery time, unless expressly agreed In Writing.

B3.3. For thirty (30) days after the end of the Agreement, Client may request Citizar to provide its Client Data in a common format; reasonable costs may be charged. Thereafter Citizar may delete the Client Data.

Article B4 — Security

B4.1. Citizar implements security measures appropriate to the nature of the service and the state of the art, without guaranteeing that the service is free of vulnerabilities or that unauthorised access is excluded.

Module C — Consultancy

This Module applies if Citizar performs advisory, implementation or other services on an hourly or project basis.

Article C1 — Performance

C1.1. Consultancy constitutes a best-efforts obligation. In particular, Citizar does not warrant that the services will result in certification, a positive audit opinion or compliance with laws or regulations; decisions based on Citizar's advice and their implementation remain Client's responsibility.

C1.2. Statements of required hours or lead time are indicative, unless a fixed price or fixed number of hours has been agreed In Writing. Citizar reports an expected overrun of an indication by more than 10% in advance.

Article C2 — Rates and cancellation

C2.1. Unless agreed otherwise, consultancy is performed on a time-spent basis at the agreed hourly rates, invoiced monthly in arrears. Travel time and travel and accommodation costs for on-site work are agreed in advance.

C2.2. Scheduled work that Client cancels or reschedules less than two (2) business days in advance may be charged by Citizar to the extent the reserved time cannot be deployed otherwise.

Article C3 — Results

C3.1. Upon full payment, Client obtains a non-exclusive right to use the reports, advice and documents drawn up specifically for it within its own organisation. Article 7 otherwise remains fully applicable; Citizar's methods, models, templates and software remain Citizar's.