TERMS & CONDITIONS

1. General  

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1.1 These terms and conditions apply to every offer, quotation and agreement  between Fronteer B.V., hereinafter referred to as: “Fronteer” and a Client to which  Fronteer has declared these terms and conditions applicable, insofar as parties have  not deviated from these terms and conditions explicitly and in writing.  

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1.2 If Fronteer involves third parties in the execution of the agreement, the general  terms and conditions of those third parties also apply. In case of conflict, the  favorable provisions for Fronteer will apply.  

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1.3 If one or more provisions in these general terms and conditions are at any time  wholly or partially null and void or become in force, the remainder in these general  terms and conditions will remain fully applicable. Fronteer and the Client will then  agree on new provisions to replace the void or voided agreements, taking into  account the purpose and scope of the original provisions as much as possible.  

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1.4 If Fronteer does not always require strict compliance with these terms and  conditions, this does not mean that the provisions thereof are not applicable, or that  Fronteer would lose the right to demand strict compliance with the provisions of  these terms and conditions in other cases.  

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2. Offers and promotions  

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2.1 All offers and offers from Fronteer are without obligation. If the assignment  agrees with a quotation or offer, Fronteer is entitled to refuse it so that no  agreement is concluded. A quotation or offer that is not accepted within 30 days will  in any case expire.  

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2.2 Fronteer cannot be bound by its offers of offers that contain an obvious mistake  or clerical error.  

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2.3 The number of offers included in an offer, count as an estimate of the offer  hours. The number of separate hours may vary.  

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2.4 The prices stated in a quotation or offer are exclusive of VAT and other  government levies, any costs to be incurred in the context of the agreement,  including travel and accommodation (within and outside the Netherlands), rental  session location, catering, stimuli, compensation of participants and costs of third  parties, unless stated otherwise. 

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3. Commencement and duration of the agreement 

3.1 The agreement is only concluded and commences at the moment that the  assignment has been confirmed in writing or it starts with the execution thereof.  

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3.2 The agreement is entered into for the duration of the assignment, unless it  follows otherwise from the text of the agreement, the agreement or the purport of  the nature or purport of the assignment granted.  

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4. Execution of the agreement  

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4.1 The Client is obliged to provide Fronteer with all information that he knows or  should have known is necessary for the execution of the assignment. Client warrants  the correctness and completeness of the information provided by him.  

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4.2 Fronteer is entitled to engage third parties for the execution of the assignment.  

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4.3 The Client is not entitled to any form of compensation if: 

• Client has not, or not sufficiently, fulfilled an obligation as included in articles 1 to  4.2 of  

these general terms and conditions; 

• The (s) engaged by Fronteer do not fulfill (s) the assignment third, without this  being  

attributable to Fronteer. (In that case Fronteer will make every effort to engage (an)  other third party (s));  

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4.4 The Client is responsible for the acts and omissions of the third parties engaged  and / or displayed by him that are involved in the assignment, such as visitors to a  session.  

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4.5 The Client is aware that third parties to be engaged, including speakers of  session participants, can still cancel an event / session in the short term. Fronteer is  not liable for the consequences. In such a case, Fronteer will endeavor to arrange replacement.  

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4.6 Client supports Fronteer with all logistical and internal communication.  

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4.7 Open communication and good cooperation between Fronteer and the client  ensure high-quality results and momentum in the future. 

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5. Price and payment 

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5.1 The agreed price does not depend on the outcome of the receiving assignment  and is calculated using regular rates. 

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5.2 Unless otherwise agreed, the agreed price is invoiced in fixed installments. This  is done in 3 installments, of which 50% of the total agreed budget including out of  pocket costs will be invoiced at the start of the project, 40% of the total agreed  budget including out of pocket costs will be invoiced at the time of the first session  after kick-off, such as the Strategy Lighthouse, Treehouse, Elevator, Fast Track or  Sprint, the last 10% of the total budget including out of pocket costs will be billed  after completion of the project, as well as after the So What session. 

5.3 The recruitment costs for recruited "no show" participants will be charged to the  client. In the case of a no-show, the customer will not be billed for the participant's  incentive.  

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5.4 If session locations are used than agreed in this budget, the client will be  charged for all additional rental costs after written approval with an amount of at  least € 500 per half day.

5.5 Travel costs within the Netherlands amount to € 0.35 per kilometer and will be  invoiced in full before the end of the project. 

5.6 Fronteer is at all times entitled to increase the agreed price without the Client in  that case being entitled to dissolve the agreement for that reason, if the increase in  the price is the result of an event or change that reasonably occurred when entering  into the agreement. was not foreseeable.  

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5.7 Fronteer may also increase the agreed price if it appears during the performance  of the work that the originally agreed or amount of work was estimated to a  corresponding extent insufficiently at the conclusion of the agreement, and this is  not attributable to Fronteer, which cannot reasonably be expected. van Fronteer  may be expected to perform the agreed work for the originally agreed fee.  

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5.8 Payment must be made within 30 days after the invoice date, in a manner to be  indicated by Fronteer. The payment term is a strict deadline.  

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5.9 If the Client is in default in the timely payment of an invoice, the Client is in  default by operation of law. The client then owes the statutory (commercial) interest. 

5.10 The client is never entitled to set off the amount owed by him to Fronteer.  Objections to the amount of an invoice do not suspend the payment obligation.  

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5.11 If a Client is in default or omission in the (timely) fulfillment of its obligations,  then all reasonable costs incurred in obtaining settlement out of court will be for the 

account of the Client. The extrajudicial costs are calculated according to the  statutory graduated scale for extrajudicial collection costs (BIK).  

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6. Cancellation, suspension, termination duration of the agreement  

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6.1 A client cannot unilaterally postpone, downsize or abort an agreed project. After  agreement (in whatever form) the agreed budget, scope and planning are legally  binding. Only new serious unforeseen circumstances can give rise to discussion  about contract changes. In this case, the client is obliged to prove the damage that  an already agreed project will cause to the client in these new circumstances.  

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6.2 Fronteer is authorized to suspend the fulfillment of the obligations or to  terminate the agreement with immediate effect without being obliged to repay the  order amount or any compensation, if: 

● The Client does not, not fully or not timely fulfill the obligations under the  agreement.  

● After concluding the agreement Fronteer becomes aware of circumstances that  give good reason to fear that the Client will not fulfill its obligations. ● Circumstances arise of such a nature that fulfillment of the agreement is  impossible or if circumstances otherwise arise that are of such a nature that  unaltered maintenance of the agreement cannot reasonably be expected of  Fronteer. 

● The Client is granted a (provisional) suspension of payments, the Client's  bankruptcy  

has been or is about to be filed for and third parties are imposing an attachment  against the Client.  

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6.3 If the agreement is terminated, Fronteer's claims against the Client are  immediately due and payable. If Fronteer proceeds to suspension or termination, it  is in no way obliged to compensate damage and costs that are permanently  incurred in any way. 

6.4 If the client is attributable, a person is entitled to compensation for damage that  arises directly and indirectly.  

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6.5 Determining this article does not affect all legal rights of Fronteer. 

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6.6 Projects have a maximum lead time of 12 months after signing the  contract/agreement drawn up by Fronteer or the customer for the assignment,  unless agreed otherwise in writing. The remaining budget will always be invoiced to  the customer within a period of 30 days after the end.

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7. Confidentiality  

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7.1 Participants in co-creation sessions sign a mutual agreement that is discussed  with the client in advance.  

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7.2 All confidentiality agreements also apply to (third parties) and Fronteer  personnel.  

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7.3 Data and protection policy: All customer data received is stored in Google for work and automatically encrypted, as are all computer systems and mobile devices  used by Fronteer to access this information.  

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8. Intellectual Property  

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8.1 The Contractor is, or will be, the exclusive owner of all existing and future  intellectual property rights (including, but not limited to, copyright) that rest on or  arise from works (in whatever form, including, but not limited to) , elaborated ideas,  proposals, designs and concepts) that Fronteer develops and / or has developed or  has developed within the framework of the assignment. Client obtains a right of use,  exclusively for what it has been made by Fronteer.  

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8.2 The client guarantees to respect the intellectual property rights of third parties. If  Fronteer infringes the intellectual property rights of third parties through acts and /  or  

omissions of the Client, the Client will indemnify Fronteer, the employees of  Fronteer and / or third parties engaged by Fronteer at the first request.  

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8.3 By making materials of works of any kind available to Fronteer in the context of  the assignment, the Client gives unconditional permission to Fronteer to use these  materials and works in any way, insofar as this is for a suitable execution. of the  assignment is reasonably required.  

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8.4 The client and third parties, forming part of the assignment, are to make sound,  photo and / or video recordings of the assignment, unless Fronteer has explicitly  stipulated otherwise in writing. The sound, photo and / or video recordings, the  Client and third parties, forming part of the assignment, may not be used in internal  and communication expressions without the written permission of Fronteer. 

9. Complaints 

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9.1 Complaints about the work performed by the Client must be reported to  Fronteer within 7 days after discovery, but no later than 14 days after the invoice  date of the relevant written and motivated.  

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9.2 The report must contain a description of the defect, if possible, so that Fronteer  is able to respond adequately. Client must give Fronteer the opportunity to  investigate a complaint or have it investigated.  

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9.3 If, in the opinion of Fronteer, a complaint is well-founded, it will still agree on the  work as agreed, unless this has now become demonstrably pointless for the Client.  The latter must then be made known in writing by the Client in advance. If the  performance of the agreed activities is no longer possible or useful, Fronteer will  only be liable within the limits of Article 10.  

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9.4 If a defect is reported later, the Client will no longer be entitled to repair,  replacement or compensation. 

10. Force majeure  

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10.1 If Fronteer cannot, not timely or not properly fulfill its obligations as a result of  an unattributable act, including unknown but not limited: war, danger of war,  civilian, riots, riots, terrorism, pandemic, strike, company occupation, lockout, fire,  environmental and water damage, flooding, government measures, incapacity for  work of personnel or engaged, cancellation by third parties, non-delivery or late  delivery by supplier (s) the computer network and other events  

can lead to stagnation in the regular course of affairs within an office and that are  not reasonably for the account or risk of Fronteer, those obligations will be  suspended until the moment that Fronteer is still able to comply in the agreed manner, without Fronteer in  

default with regard to the fulfillment of its obligations and without it being liable for  any compensation. 

10.2 In the event that the situation referred to in Article 10.1 has occurred during 30  consecutive days, the Client has the right to cancel the agreement in whole or in  part and with immediate effect, without any obligation to Fronteer in that case its  right to compensation (including but not limited to costs for third parties engaged  by it).  

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11. Liability 

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11.1 Fronteer is not liable for damage, of whatever nature, because Fronteer relied  on incorrect, incomplete or insufficient information provided by the Client from a  third party.  

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11.2 Fronteer is not liable for the attendance of the participants of the relevant  event.  

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11.3 Fronteer is not liable for damage to goods made available to it by the Client.  Client will provide proper insurance.  

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11.4 Fronteer is in no way liable for indirect damage, including consequential  damage, lost profit, missed business stagnation and damage continuation. Fronteer  is not liable for all direct or indirect, consequential and immaterial damage suffered  by the Client from third parties in any way related to, or due to non-execution, late  or non-actual execution of the assignment, unless demonstrably with intent or gross  blame on Fronteer's side. The burden of proof for this rests with the Client.  

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12. Indemnity; limitation period  

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12.1 If the Client provides Fronteer with information carriers, electronic files or  software etc., it will offer that the information carriers, electronic files or software are  free of viruses, defects and the like.  

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12.2 Contrary to the statutory limitation periods, the limitation period of all claims  and defenses against Fronteer and the third parties involved by Fronteer in the  implementation of an agreement is one year.  

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13. Applicable law and choice of forum  

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13.1 All legal relationships to which Fronteer is a party are exclusively governed by  Dutch law, even if an obligation is fully or partially implemented abroad or if the  party involved in the legal relationship is domiciled there.  

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13.2 All disputes arising from legal relationships between Fronteer and Client will be  exclusively submitted to the court in Arnhem.

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