GENERAL TERMS & CONDITIONS GRADIENT B.V.

ARTICLE 1: GENERAL

1. These general terms and conditions concern the terms and conditions of Gradient B.V., hereinafter referred to as: "Gradient", registered in the trade register of the Chamber of Commerce for Amsterdam under Chamber of Commerce number: 62258788.

2. All references to "Customer" refer to the party whom Gradient provides it's services and offers, as well as the party that gives the order to Gradient.

ARTICLE 2: APPLICABILITY

1. These conditions apply to all offers and to all Gradient agreements. The applicability of any purchase conditions or other conditions of the Customer is explicitly excluded.

2. The possible non-application of a (part of a) provision of these general terms and conditions shall not affect the applicability of the other provisions.

ARTICLE 3: OFFERS

1. All offers from Gradient are, unless agreed otherwise, without obligation and automatically expire after a period of 30 days.

2. The prices used by Gradient are exclusive of VAT and possible costs. These costs may include - but not exclusively - travel expenses, transport costs and invoices from third parties engaged. Costs will be discussed up front with the Customer for approval.

ARTICLE 4: EXECUTION OF AGREEMENT

1. Gradient will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

2. Gradient has the right to engage third parties for certain activities.

3. The Customer shall ensure that all data, of which Gradient indicates that they are necessary or of which the Customer should reasonably understand that they are necessary, must be provided to Gradient in time. If the information required for the execution of the agreement is not provided to Gradient in time, Gradient has the right to suspend the performance of the agreement or to charge the Customer for the additional costs arising from the delay according to the usual rates.

4. If Gradient or third parties engaged by Gradient carry out activities within the framework of the assignment at the location of the Customer or a location designated by the Customer, the Customer shall provide the facilities reasonably desired by those employees free of charge.

ARTICLE 5: ADJUSTMENT AGREEMENT

1. If it becomes apparent during the execution of the agreement that it is necessary for a proper execution to change or supplement the work to be performed, the parties shall adjust the agreement accordingly in mutual consultation. The time of completion of the execution can therefore change. Gradient will inform the Customer of this as soon as possible.

2. If the change or supplement to the agreement will have financial consequences, Gradient will inform the Customer in advance.

ARTICLE 6: CONTRACT PERIOD AND EXECUTION TERMS

1. The agreement is entered into for an indefinite period of time with three calendar month's notice, unless parties agree otherwise in writing.

2. Specified timings for the completion of an assignment can never be regarded as a final deadline, unless the parties have expressly agreed otherwise in writing. If Gradient does not expect to be able to fulfill its obligations within the specified period, it will notify the Customer as soon as possible.

3. Gradient is entitled to demand (partial) advance payment from the Customer before proceeding to provide the services.

4. Overrun by Gradient of a delivery period does not qualify as a shortcoming attributable to Gradient and does not justify the dissolution of the agreement by the Customer, nor does this result in Gradient being liable for the compensation of any damage suffered by the Customer as a result of the actual longer delivery period.

5. If a Customer verbally agrees to proposals and order confirmations and the work is carried out by Gradient, Gradient is entitled to send invoices for work in accordance with the shared order confirmations.

ARTICLE 7: PROGRESS & EXECUTION OF WORK

1. Gradient can not be obliged to commence the execution of work before all the necessary information is in its possession and the possibly agreed (installment) payment. In the event of delays resulting from this, the specified delivery periods will be adjusted pro rata.

2. If the provision of the services can not take place normally or without interruption due to causes beyond Gradient's fault, Gradient is entitled to charge the Customer for the resulting costs. This will be done in mutual consultation.

ARTICLE 8: EQUIPMENT, SOFTWARE

The Customer must ensure, at it's own risk, it has proper equipment, software and other (network) facilities available to receive the services provided by Gradient.

ARTICLE 9: HONORARIUM / FEE

1. The parties will agree upon the amount of the fee in writing (e-mails or order confirmations). Gradient's fee does not depend on the outcome of the assignment(s).

2. If written recording of the fee has not taken place, Gradient is authorized to determine this on the basis of its usual hourly rates, applicable for the period in which the work took place.

ARTICLE 10: CONFIDENTIALITY

1. Both parties are obliged to keep confidentiality to all information that they have obtained from each other within the framework of the agreement. This obligation continues even after termination of the agreement.

2. The following shall be considered Confidential Information:

a. any information about a party that is or may come into possession of the other party during the preparation and the performance of an agreement and

b. any information that is indicated as confidential by a party and

c. all data, materials, products, login details, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, and other information disclosed or submitted by a party and

d. any information about or received from a party that can reasonably be expected by the other party to be confidential.

3. Both Parties are obliged to inform his employees, agents and subcontractors who are familiar with the confidential information in writing to obtain the same confidentiality obligation as the Customer.

4. If a party, its employees and/or third parties hired by him is in breach of an obligation under this agreement, that party will immediately pay an immitigable penalty in the amount of EUR € 5.000 for each breach and, in addition, be liable for compensation of actual damages.

ARTICLE 11: COMPLAINTS

1. Complaints about the work carried out must be reported to Gradient in writing within 8 days of discovery, but no later than 14 days after completion of the work in question.

2. If a complaint is well-founded, Gradient will carry out the remaining work.

3. Submitting a complaint never suspends the payment obligations of the Customer.

ARTICLE 12: INTELLECTUAL PROPERTY

1. All copyrights and other intellectual property rights relating to the services provided by Gradient rest with Gradient. The Customer acknowledges these rights and will refrain from any infringement.

2. All deliverables and documents provided by Gradient are exclusively intended to be used by the Customer. The Customer is not permitted to publish or reproduce information obtained from Gradient in any form whatsoever, unless this is permitted in writing by Gradient.

3. The Client indemnifies Gradient against all third-party claims relating to intellectual property rights on the information and documents made available to Gradient that are used in the execution of the agreement.

4. Gradient has the right to use the knowledge acquired during the execution of the work for other purposes, insofar as no confidential information of the Customer arrives at third parties.

ARTICLE 13: LIABILITY

1. All advice provided by Gradient is given on a best-efforts basis and does not constitute a guarantee of results. Gradient cannot be held liable if the intended result is not achieved.

2. Gradient shall not be liable for any claims by the Client or third parties arising from, or related to, incorrect or incomplete information provided by the Client.

3. In all cases, any liability of Gradient, including that of its employees or third parties engaged by Gradient in the performance of the assignment, shall be limited to the total fee invoiced by Gradient for the relevant (part of the) assignment.

4. If and to the extent that the limitation referred to in paragraph 3 is not enforceable, any liability of Gradient shall be limited to the amount paid out under Gradient's professional or business liability insurance policy.

5. The Client shall indemnify and hold Gradient harmless from any and all third-party claims for damages arising in connection with the execution of the agreement, to the extent such damages are not attributable to Gradient.

6. Gradient shall not be liable for any damages resulting from errors in software used by Gradient or in computer software or data made available via the internet or intranet, including freeware or shareware.

7. Gradient shall not be liable for any consequential damages, including but not limited to loss of turnover, reduced goodwill, or reputational damage suffered by the Client.

8. Gradient accepts no liability for any viruses that may be present on data carriers, software, or data supplied by Gradient or made available for download via the internet. The Client is responsible for performing appropriate virus checks.

ARTICLE 14: PAYMENTS

1. Payment of invoices must be made within 14 days of the invoice date. Objections to invoices do not suspend the payment obligation.

2. The Customer shall make the payments owed to Gradient without discount or set-off, unless stated otherwise in signed agreements. The Customer is not entitled to suspend payment of invoices for work already performed.

ARTICLE 15: COLLECTION COSTS

1. If the Customer fails to comply with one or more of its obligations towards Gradient, all costs for obtaining satisfaction out of court, such as with regard to writing reminders, summonses and including the actual incurred lawyer's fees, at the expense of the Customer.

ARTICLE 16: OWNERSHIP RESERVATION

Gradient reserves the ownership of the goods and services supplied and to be delivered within the framework of the agreement up to the moment the Customer has met its related payment obligations towards Gradient.

ARTICLE 17: DECOMMISSIONING

1. Gradient has the right to (temporarily) decommission delivered products and / or services and / or to limit their use if the Customer fails to fulfill an obligation to Gradient in respect of the agreement, or acts contrary to the general terms and conditions. The obligation to fulfill the payment of the amounts due remains also during the decommissioning.

2. Gradient activates the product and its service as soon as the Customer has fulfilled his obligation and has paid a fixed amount for the product or service.

ARTICLE 18: RETURNS OF USED PRODUCTS / GOODS

If Gradient has made products and goods available to the Customer during the execution of the assignment, the Customer is obliged to return the delivered goods to their original condition, free of defects and in full, at the request of Gradient within 14 days. If the Customer does not comply with this obligation, all resulting costs are for his account.

ARTICLE 19: FORCE MAJEURE

In case of force majeure, Gradient is authorized to suspend the execution of the agreement without judicial intervention, or to dissolve the agreement, without being obliged to pay any compensation. If the force majeure situation occurs when the agreement has been partially executed, the Customer is obliged to fullfil its obligations towards Gradient up to that moment. All costs incurred by Gradient up to that time shall be immediately and fully due and payable.

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ARTICLE 20: SUSPENSION, TERMINATION AND DISSOLUTION

1. Gradient is entitled to terminate the agreement in writing at any time.

2. In case of agreements with a term of one year or less, the Customer can terminate the contract with due observance of a notice period of three months. For agreements with a term of more than one year or agreements for an indefinite period, the Customer must observe a notice period of six months.

3. If the agreement is terminated prematurely by the Customer, Gradient shall be entitled to compensation on account of the resulting loss of occupancy, which can be attributed to it, unless there are facts and circumstances on which the termination is attributable to Gradient.

4. Gradient is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if: the Customer does not, not fully or not timely fulfill the obligations from the agreement; after the conclusion of the agreement Gradient learns of circumstances giving good ground to fear that the Customer will not fulfill the obligations; the Client has been requested to provide security for the fulfillment of his obligations under the agreement when the contract is concluded and this security is not provided or is insufficient, Gradient is entitled to dissolve the agreement.

5. Gradient is also entitled to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or if circumstances arise which are of such a nature that unaltered maintenance of the agreement can not reasonably be made by Gradient.

6. If the agreement is dissolved, Gradient's claims against the Customer will be immediately due and payable.

7. If Gradient proceeds to suspension or dissolution, it shall in no way be obliged to pay compensation for damage and costs in any way whatsoever.

8. If the dissolution is attributable to the Client, Gradient is entitled to compensation of the damage, including the costs, thereby arising directly and indirectly.

9. If the agreement is terminated prematurely by Gradient, Gradient will, in consultation with the Customer, ensure the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Customer. The additional costs that this entails will be charged to the Customer.

10. If the Customer cancels a placed order in whole or in part, the ordered or prepared items, plus any costs already incurred, the lost profits thereof and the labor time reserved for the execution of the agreement, will be fully charged to the Customer.

ARTICLE 21: DISPUTES AND APPLICABLE LAW

1. Disputes between Gradient and the Customer shall be settled by the competent court in Amsterdam, even if the Customer is not a party established in the Netherlands.

2. Gradient shall remain entitled to summon the Customer before the court that is competent according to the law or the applicable international treaty.

3. Only Dutch law applies to every agreement between Gradient and the Customer.

ARTICLE 22: CHANGE OF CONDITIONS

Gradient is authorized to change the general terms and conditions. These changes take effect at the announced time of entry into service and after the forwarding of the changed conditions by Gradient to the Customer.

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Privacy statement

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Gradient B.V. ("Gradient", "we", "us", or "our") respects your privacy and is committed to protecting your personal data.

This Privacy Policy explains how we collect, use, disclose, store and protect personal data when you visit our website, interact with us, use our services, attend our events, download content, or otherwise engage with us.

This Privacy Policy has been drafted in accordance with the General Data Protection Regulation (EU) 2016/679 ("GDPR") and applicable Dutch privacy legislation.

_{1. Data Controller}

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The data controller responsible for processing personal data is:

Gradient B.V.
Johan Huizingalaan 763a
1066 VH Amsterdam
The Netherlands

Website: https://begradient.com

For privacy-related questions, requests or complaints, please contact:

Email: privacy@begradient.com

_{2. Personal Data We Collect}

Depending on your interaction with us, we may collect and process the following categories of personal data:

Contact Information

• First name and last name
• Business email address
• Telephone number
• Company name
• Job title

Marketing and Communication Data

• Newsletter subscriptions
• Event registrations
• Downloaded content
• Communication preferences
• Responses to surveys and forms

Website and Technical Data

• IP address
• Browser type and version
• Device information
• Operating system
• Referral URLs
• Website usage behaviour
• Cookie identifiers

Customer and Prospect Data

• CRM records
• Commercial correspondence
• Meeting notes
• Contractual information
• Service-related communications

We do not intentionally collect special categories of personal data unless required and explicitly provided by the data subject.

3. Purposes of Processing

We process personal data for the following purposes:

Providing Our Services

• Delivering consulting services
• Managing client relationships
• Executing projects
• Providing support

Marketing and Business Development

• Sending newsletters
• Sharing industry insights and reports
• Inviting contacts to events, webinars and workshops
• Lead nurturing activities
• Account-based marketing initiatives

Website Optimisation

• Improving website performance
• Analysing visitor behaviour
• Measuring campaign effectiveness
• Enhancing user experience

Legal and Administrative Purposes

• Contract administration
• Financial administration
• Compliance with legal obligations
• Fraud prevention and security monitoring

4. Legal Basis for Processing

We process personal data only where we have a valid legal basis under Article 6 GDPR.

Depending on the circumstances, processing may be based on:

Consent

For example:

• Marketing subscriptions
• Cookie consent
• Download requests

You may withdraw your consent at any time.

Contractual Necessity

Where processing is necessary to enter into or perform a contract.

Legal Obligation

Where we are legally required to process or retain certain information.

Legitimate Interests

Where processing is necessary for our legitimate business interests, including:

• Business development
• Client relationship management
• Service improvement
• Information security
• Marketing to business professionals

We always balance our interests against your privacy rights.

5. How We Share Personal Data

We do not sell personal data.

We may share personal data with carefully selected third parties that support our business operations, including:

• CRM providers
• Marketing automation providers
• Analytics providers
• Cloud hosting providers
• IT service providers
• Communication platforms
• Professional advisers
• Government authorities where legally required

Examples may include platforms such as HubSpot, Google, Microsoft, LinkedIn, Meta and similar business systems used in the normal course of our operations.

All processors are required to process personal data in accordance with GDPR requirements and appropriate contractual safeguards.

6. International Data Transfers

Certain service providers may process personal data outside the European Economic Area ("EEA").

Where such transfers occur, we ensure appropriate safeguards are implemented, including:

• European Commission Adequacy Decisions
• Standard Contractual Clauses (SCCs)
• Other GDPR-approved transfer mechanisms

We take reasonable steps to ensure that transferred personal data receives an equivalent level of protection.

7. Data Retention

We retain personal data only for as long as necessary for the purposes described in this Privacy Policy.

Typical retention periods include:

Data TypeRetention PeriodContact form submissionsUp to 24 monthsMarketing subscriptionsUntil consent is withdrawnProspect recordsUp to 36 months after last interactionClient recordsDuration of contract plus 7 yearsFinancial administration7 yearsWebsite analytics dataUp to 26 months unless otherwise required

Where legal obligations require longer retention periods, we will retain data accordingly.

8. Cookies and Tracking Technologies

Our website uses cookies and similar technologies.

We use:

Essential Cookies

Required for website functionality.

Analytical Cookies

Used to understand website performance and visitor behaviour.

Marketing Cookies

Used to measure campaigns and deliver relevant advertising.

Where legally required, non-essential cookies are only placed after obtaining your consent through our cookie banner.

You may change your cookie preferences at any time through the cookie settings available on our website.

For more information, please refer to our Cookie Policy.

9. Marketing Communications

We may send marketing communications relating to:

• Industry insights
• Benchmark reports
• Events and webinars
• Services and solutions
• Thought leadership content

You can unsubscribe at any time by:

• Clicking the unsubscribe link in any email
• Contacting us directly
• Updating your communication preferences

10. Security Measures

We take appropriate technical and organisational measures to protect personal data against:

• Unauthorised access
• Loss
• Misuse
• Alteration
• Disclosure

These measures include:

• Access controls
• Encryption where appropriate
• Secure cloud infrastructure
• Employee confidentiality obligations
• Security monitoring procedures

While we strive to protect personal data, no method of transmission or storage can be guaranteed to be completely secure.

11. Data Breaches

In the event of a personal data breach, we will act in accordance with applicable GDPR requirements. Where required by law, we will:

• Notify the relevant supervisory authority
• Inform affected individuals
• Take appropriate remedial actions

12. Your Privacy Rights

Under the GDPR, you may have the following rights:

• Right of access
• Right to rectification
• Right to erasure
• Right to restriction of processing
• Right to object
• Right to withdraw consent
• Right to data portability
• Right not to be subject to automated decision-making where applicable

Requests may be submitted via:

privacy@begradient.com

We may request reasonable verification of identity before processing your request.

13. Complaints

If you believe we have not handled your personal data correctly, we encourage you to contact us first. You also have the right to lodge a complaint with the Dutch supervisory authority:

Autoriteit Persoonsgegevens

Website: www.autoriteitpersoonsgegevens.nl

14. Third-Party Websites

Our website may contain links to third-party websites.

We are not responsible for the privacy practices, content or policies of external websites and encourage you to review their privacy statements separately.

15. Children's Privacy

Our services are intended for business professionals and organisations.

We do not knowingly collect personal data from individuals under the age of 16. If we become aware that personal data of a child has been collected without appropriate consent, we will take reasonable steps to remove such information.

16. Changes to This Privacy Policy

We may update this Privacy Policy from time to time.

Any updates will be published on this page together with the revised "Last Updated" date.

We encourage visitors to review this Privacy Policy periodically.

17. Contact Us

For any privacy-related questions, requests or concerns, please contact:

Gradient B.V.
Johan Huizingalaan 763a
1066 VH Amsterdam
The Netherlands

Email: privacy@begradient.com

Website: https://begradient.com