Terms and Conditions

Sowieso Helder B.V.

Concept Development, Licenses & Premium Production

Company: Sowieso Helder B.V.

Address: Suikersilo-Oost 2, 1165 MS Halfweg, Netherlands

Chamber of Commerce: 66887399

VAT number: NL856741115B01

Version: 2025 (Dutch, General) – filed with the Chamber of Commerce in Amsterdam

These Terms and Conditions apply to all services and work of Sowieso Helder B.V. (the 'Agency'), including concept development, creative services, license management and production coordination. The terms apply to all Quotes, Assignments and agreements entered into by the Agency, regardless of the nature or scope of the assignment. By commissioning the Agency or accepting a Quote, the Client agrees to the applicability of these terms.

1. DEFINITIONS

1.1 Client: the person or company who has instructed the Agency to perform Services.

1.2 Agency: Sowieso Helder B.V., acting in the capacity of concept creator, licensing partner and production coordinator.

1.3 Parties: the Client and the Agency jointly.

1.4 Assignment: the Client's request to the Agency to carry out certain Services, whether for payment or not.

1.5 Documents: all materials, information or data made available by the Client to the Agency.

1.6 Services: all that the Agency undertakes or causes to be undertaken on behalf of the Client within the scope of the Assignment, including: (i) conceiving and developing premium product concepts and licensing strategies; (ii) identifying, approaching and negotiating with rights holders and licensors; (iii) coordinating the production of licensed and non-licensed promotional products; and (iv) directing external suppliers and production facilities.

1.7 Concept: any creative idea, premium product concept, licensing strategy, campaign concept or related know-how, conceived and developed by the Agency, including identifying suitable rights holders and developing the associated promotional products.

1.8 Licensed IP: all intellectual property rights owned by an external licensor and licensed (directly or through the Agency) for use in or on a promotional product.

1.9 Quote: a document drawn up by the Agency describing the Services and estimating the associated costs.

1.10 Background IP: all intellectual property rights owned by or licensed to the Agency prior to or independently of any Assignment, including all Concepts, creative briefs, licensing strategies, supplier relationships and related know-how.

2. APPLICABILITY

2.1 These Terms and Conditions apply to all Quotes from the Agency, all Assignments, all agreements concluded between the Parties, however named, as well as to all Services arising therefrom for the Agency.

2.2 Deviating clauses – including those included in the general (purchase) terms used by the Client or by third parties engaged by the Client – are not binding on the Agency, unless otherwise agreed in writing. In the event of conflict, these Terms and Conditions shall prevail.

2.3 If a third party acts as intermediary between the Client and the Agency, these terms shall apply in full to the relationship between the Agency and that intermediary. The intermediary shall ensure that the ultimate client is aware of and bound by the obligations relevant to it, including the timely provision of approvals, briefs and artwork.

3. CLIENT DATA

3.1 The Client is obliged to provide all Documents that the Agency deems necessary for the proper performance of the Assignment, in a timely manner, in the desired form and in the desired manner.

3.2 The Client warrants the accuracy, completeness and reliability of the Documents provided by it, even if they originate from third parties.

3.3 The Client indemnifies the Agency against damage resulting from incorrect or incomplete Documents.

3.4 Any additional costs and extra hours incurred by the Agency as a result of Documents not being supplied, not being supplied on time or not being supplied properly, shall be borne by the Client and at the Client's risk – including delays in the agreed delivery schedule resulting therefrom.

3.5 On first request, the Agency shall return the Client's original Documents.

4. QUOTES

4.1 All Quotes from the Agency are without obligation, unless expressly agreed otherwise in writing.

4.2 Upon request, the Agency shall record the Services in writing before commencement.

4.3 An agreement is formed when the Agency sends the Client a written confirmation of the order or Assignment.

4.4 If the Services have commenced without prior written recording, the content of the Quote together with these Terms and Conditions shall determine the content of the Assignment. The Agency keeps the Client informed of costs incurred and notifies the Client of any impending overrun of the quoted amount.

4.5 Overruns of quoted amounts as a result of sales conditions of suppliers and other third parties engaged – including increases in licensing fees or royalties, raw material price increases or currency fluctuations – do not count as an overrun within the meaning of the Quote and shall be borne by the Client.

5. PRICES AND PAYMENT TERMS

5.1 All prices used by the Agency are exclusive of VAT and exclusive of any shipping, transport and postage costs, unless expressly stated otherwise.

5.2 The Agency is entitled to request an advance payment. For Assignments where licensed products are produced or where substantial costs are incurred with third parties, the Agency applies the following standard payment structure: 50% of the total order value upon written confirmation of the Assignment or purchase order, and the remaining 50% within 30 days after delivery or completion. For other Assignments, different payment arrangements may be made in the Quote or order confirmation. Advance payment obligations are not subject to set-off or withholding.

5.3 The Agency is entitled to pass on to the Client price changes that have occurred after the Quote was issued, including changes in licensing fees, royalties, raw material prices or exchange rates.

5.4 All payments must be made to a bank account designated by the Agency.

5.5 Concept development fee: if the Client (or an intermediary on behalf of the Client) asks the Agency to develop a Concept but subsequently decides not to place an Assignment, the Agency is entitled to a concept development fee. This fee shall be agreed in writing at the start of the briefing. In the absence of such an agreement, the Client shall reimburse the Agency's reasonable documented costs – including time, research, licensing exploration and presentation costs – within 30 days after written notice that the Client does not wish to proceed further.

6. ASSIGNMENTS AND CHANGES

6.1 An Assignment is deemed accepted by the Agency either by written confirmation to the Client or by the Agency commencing the Services.

6.2 Changes to the Assignment must be communicated to the Agency by the Client in a timely manner and in writing. Failing this, any incorrect execution shall be at the Client's expense and risk.

6.3 Changes to the Assignment are effective from the Agency's written acceptance thereof.

6.4 Additional or reduced costs resulting from changes shall be borne by, respectively accrue to, the Client.

6.5 Changes to the Assignment may result in indicative delivery times being exceeded. The Agency shall not be liable for this, provided it informs the Client without delay.

6.6 Delivery times stated by the Agency are only binding as final deadlines if expressly agreed in writing. If delays are directly caused by: (i) late issuance of a purchase order; (ii) delayed delivery of approved artwork, specifications or approval; or (iii) late confirmation of the delivery location or other Client information, the agreed delivery time shall be automatically extended by the corresponding delay and any penalties or discounts for late delivery shall not apply.

6.7 If the Client cancels an Assignment before completion, the Client shall pay the Agency: (i) all costs already reasonably incurred, including hours spent; (ii) all amounts owed to third parties as a result of the cancellation, including incurred licensing fees, tooling costs, test costs and production deposits; and (iii) the Agency's lost profit – without prejudice to other statutory rights. Advance payments already made will not be refunded insofar as they do not exceed the amounts due under this article.

7. RELATIONSHIP MANAGEMENT

7.1 The Agency shall prepare a contact report of relevant client contacts and meetings, unless otherwise agreed in writing.

7.2 A contact report is made for telephone contact only if, in the Agency's opinion, the content gives reason to do so.

7.3 If the Client does not respond immediately to a contact report, its contents shall be deemed correct and complete and the Parties shall be bound by it.

7.4 Contact reports are sent to the person or persons designated by the Client.

8. ENGAGING THIRD PARTIES

8.1 If engaging third parties – including licensors, production facilities, test agencies and logistics service providers – is requested by the Client, deemed necessary or desirable by the Agency, or follows from the nature of the Assignment, the Agency is entitled to engage those third parties on behalf of and at the Client's expense. Unless expressly agreed otherwise in writing, the engaged third party shall be paid directly by the Client.

8.2 If the Agency engages third parties in its own name, the costs for the goods and/or services supplied by that third party shall be charged to the Client, possibly increased by an agreed agency markup.

8.3 If and insofar as conditions used by an engaged third party apply, the Agency may also invoke those conditions against the Client. Otherwise, these Terms and Conditions remain fully applicable.

9. PAYMENTS

9.1 Payment must be made – without right of deduction, discount or set-off – within 30 days of the invoice date, unless otherwise expressly agreed in writing. For advance payments as referred to in article 5.2, a payment term of 10 working days after confirmation of the Assignment or purchase order applies. The day of payment is the day on which the amount is credited to the Agency's account.

9.2 If the Client fails to pay on time, the Client is immediately in default without any notice of default being required. From the moment of default, the Client owes on the principal sum the statutory commercial interest plus 2% per year.

9.3 The Agency is at all times entitled to send partial invoices and/or pre-invoices, which must be paid before the Agency commences or continues its Services. Costs eligible for pre-invoicing include in any event costs for production, licenses, tooling, testing, exposure and distribution.

9.4 The Agency may, regardless of the agreed payment terms, require security for payments.

9.5 All costs incurred by the Agency in collecting amounts due – including legal and (out-of)court costs – shall be borne by the Client. The extrajudicial costs amount to at least 10% of the amount due, with a minimum of €250 (excluding VAT).

10. SUSPENSION, TERMINATION AND DISSOLUTION

10.1 The Agency is entitled – without observing a notice period – to suspend or discontinue the performance of the Assignment if the Client fails to comply with the payment terms and/or fails to provide the requested security.

10.2 If the Client fails to perform its contractual obligations, does not do so on time or properly, the Client is immediately in default without notice being required. The Agency is then entitled to terminate the agreement without judicial intervention. In that case, the Client shall reimburse all costs incurred up to that point, advanced amounts and the fee due, without prejudice to the right to compensation including lost profits.

10.3 The Agency is entitled, after a careful balancing of interests, to suspend performance of all its obligations – including the handover of Documents – until all claims due from the Client have been paid in full.

10.4 Upon termination due to a breach attributable to the Agency, no reversal shall take place of what the Agency has already delivered or performed or what the Client has already paid. Amounts due at the moment of dissolution are immediately payable.

10.5 Both Parties are entitled to dissolve the agreement(s) in whole or in part in the event of bankruptcy or suspension of payment of the other Party, or cessation or liquidation of its business.

11. DELIVERY TIMES

11.1 Deadlines stated by the Agency are indicative deadlines and not final deadlines, unless expressly agreed otherwise in writing. Exceeding a deadline does not release the Client from its obligations.

11.2 If the Client fails to: (a) pay an agreed advance; or (b) provide necessary Documents in a timely manner and in the required form, the Parties shall consult on a revised deadline. The Agency is not liable for delays resulting therefrom.

11.3 In the event of exceedance of any deadline, the Client must notify the Agency in writing of default before being able to claim compensation or contractual penalties.

12. DUTY OF CARE AND CONFIDENTIALITY

12.1 The Agency performs the Services with due care and takes the Client's interests into account.

12.2 In appropriate cases, the Agency informs the Client of possible legal risks associated with the intended use of the results of an Assignment. The Client remains responsible for the use of the results at all times. The Agency is not liable for consequential damage, business damage or indirect damage resulting therefrom.

12.3 The Parties are mutually obliged to maintain confidentiality regarding provided data, information, the Services and the work – including the Concepts, ideas, advice and other proposals of the Agency – insofar as these are confidential by their nature, unless these Terms or a written agreement provide otherwise.

12.4 Concepts and creative proposals of the Agency that have been presented to the Client or an intermediary are and remain the property of and confidential to the Agency. The Client and any intermediaries are not permitted: (i) to share such Concepts with third parties for competing quotes; or (ii) to ask a third party to develop or produce a product based on such Concepts, without the Agency's prior written consent. Breach of this article constitutes a material attributable breach.

13. COMPLAINTS AND EVIDENCE

13.1 Complaints of any kind must be clearly described and substantiated, as soon as possible but in any event within 10 working days after receipt of the (partial) invoice, after completion of the (partial) Assignment or after discovery by the Client, and must be reported in writing to the Agency, on pain of forfeiting any claim.

13.2 After expiry of the aforementioned period, complaints will no longer be handled and the Client has forfeited its rights in this respect, unless the period is unreasonably onerous in the particular case.

13.3 In the absence of contrary evidence, the data in the Agency's records shall be decisive.

13.4 Complaints about the Agency's invoices do not suspend the Client's payment obligations.

14. LIABILITY

14.1 The Agency is not liable for errors and/or shortcomings caused by acts of the Client and/or third parties engaged by or on behalf of the Client, including but not limited to: failure to supply Documents or failure to supply them on time; shortcomings in designs approved by the Client; transport of works and/or goods; shortcomings in (payment) obligations to third parties; and errors in placing communication materials in any medium whatsoever.

14.2 All claims on the basis of the Agency's liability lapse 12 months after completion of the Services or the Assignment. The Agency is never liable for indirect damage – including consequential damage, lost profits, missed savings and business interruption – except in the event of intent or gross negligence.

14.3 The Agency's liability is at all times limited to the amount the Agency charged the Client for the relevant Assignment, excluding out-of-pocket costs and advanced amounts. If the Agency is insured, liability is expressly limited to the amount paid out by the insurer.

14.4 The Client is obliged to take damage-limiting measures. The Agency has the right to undo or limit the damage by repairing or improving the Services performed.

14.5 The Client is itself responsible for decisions made on the basis of the results of the Services. The Agency is not liable for damage resulting from acts or omissions of the Client following advice or recommendations provided by the Agency.

15. FORCE MAJEURE

15.1 If the Agency is prevented by force majeure from fully and/or timely performing the Services, the Agency has the right to suspend performance or to dissolve the agreement in whole or in part by means of a written statement, without being liable for any compensation.

15.2 Force majeure includes, among other things: strike, fire, machine breakdown and other business interruptions, transport disruptions, sudden increase in import duties, delay or failure of delivery by suppliers, failure to obtain required permits, government measures, epidemics, pandemics and related restrictions, as well as other events beyond the reasonable control of the Agency or its suppliers.

16. INTELLECTUAL PROPERTY, LICENSE AND USE

16.1 If the Client provides Documents, the Client guarantees that no intellectual property rights or other rights of third parties are attached thereto, or that the Client has obtained permission in this respect – also for the benefit of the Agency. The Client further guarantees that use of those Documents does not infringe applicable laws and regulations.

16.2 Background IP: all Concepts, creative proposals, licensing strategies, supplier relationships, know-how and other intellectual property developed by the Agency prior to or independently of a specific Assignment belong to and remain the sole property of the Agency, regardless of whether

such Background IP has been presented to the Client or an intermediary. Under these Terms or an Assignment, no Background IP transfers to the Client or an intermediary.

16.3 IP in results: the intellectual property rights in works developed by the Agency in the context of an Assignment vest in the Agency. The Agency is entitled to establish related intellectual property rights for the protection and enforcement of its legal position.

16.4 Licensed IP: if a promotional product uses Licensed IP of a third party, ownership of that Licensed IP remains at all times with the licensor. The Agency's obligation is limited to ensuring valid licenses so that the Client can use the product as intended. Any restrictions, territorial or temporal conditions imposed by the licensor extend to the Client and are binding on the Client.

16.5 Non-circumvention: the Client and any intermediaries are not permitted, during the term of an Assignment and for a period of 24 months after completion of the last Assignment, to seek contact with, engage or contract directly or indirectly with licensors, rights holders or suppliers identified or introduced by the Agency in connection with a Concept or Assignment, otherwise than through the Agency. This restriction remains in force after termination of the agreement.

16.6 Self-promotion: the Agency remains entitled – even after any transfer of rights – to use the results of an Assignment for submission to awards festivals, educational, museum and editorial purposes, internal non-commercial use and (historical) self-promotion, for example via the website or other online channels.

16.7 If and insofar as the Client has fulfilled all its contractual obligations, the Agency grants the Client an exclusive license to use the approved results of the Assignment in accordance with the arrangements between the Parties concerning purpose, period, territory and media. If the Parties have agreed nothing else in this respect, the license is limited to the first use contemplated by the Parties.

16.8 The Client is not entitled to modify the commissioned work without the Agency's prior written consent.

16.9 If the Client acts in breach of its contractual obligations, the Agency is entitled to temporarily suspend or terminate the exclusive license granted in article 16.7.

16.10 The Parties may at any time make further arrangements regarding any (partial) transfer of intellectual property rights in works created by the Agency for the Client.

17. NATURE AND TERM OF THE AGREEMENT

17.1 The Agency looks after the Client's communication interests within the limits of the Assignment provided and in compliance with applicable laws and regulations. Unless otherwise agreed, the Agency is always free to perform and shape the Services at its own discretion.

17.2 The Client is not entitled to have the agreed Services carried out by a third party without the Agency's prior written consent.

17.3 The agreement is entered into for an indefinite period or for the duration of the Assignment and/or completion of the Services, at the choice of the Parties.

17.4 If no fixed term has been agreed and the collaboration has lasted longer than six months, a notice period of at least six months must be observed. Termination shall be by registered letter. During the notice period, the Client is obliged to fulfill its (payment) obligations as if no termination had taken place.

17.5 The Agency's remuneration during the notice period shall be at least equal per month to 1/12 of the amount invoiced by the Agency to the Client in the preceding continuous period of 12 months. If the collaboration lasted less than that, the remuneration per month shall be at least equal to the average amount invoiced per month during that period.

17.6 The Client is obliged to inform the Agency in time of circumstances that may materially adversely affect the (amount of) Services to be performed financially. Failing this, the Client forfeits a contractual penalty in accordance with the arrangement in the preceding paragraphs, without prejudice to the obligation to compensate any actual damage.

18. WINDING UP OF THE RELATIONSHIP

18.1 All materials – including designs, reproduction materials, texts, descriptions, artistic performances, films, source codes and publicity materials – that are in the possession of the Agency at the end of the agreement or Assignment shall, at the first request, be made available to the Client free of charge, after all that the Client owes to the Agency has been paid in full.

18.2 The Agency retains these materials for a maximum of four weeks after termination of the agreement or Assignment. Within this period, the Client must indicate whether it wishes to receive the materials. The Parties shall make further arrangements if the Client wishes longer retention.

18.3 At the end of the relationship, the Agency shall, if applicable, without delay instruct media in writing to transfer the remaining contracted media space/time to the Client or a third party designated by the Client.

18.4 Upon termination of the relationship – for whatever reason – these Terms shall continue to govern the legal relationship insofar as necessary for winding up, in any event for the provisions in article 16.

19. TRANSFER OF RIGHTS AND OBLIGATIONS

19.1 Neither Party is entitled to transfer the rights and obligations arising from agreements and Assignments to which these Terms apply, in whole or in part, to third parties, without the prior written consent of the other Party.

19.2 If the (relevant activities of the) Client's business are merged with or continued in another business for any reason whatsoever, the original and successor business shall be jointly and severally liable for the Client's obligations under these Terms.

20. APPLICABLE LAW AND COMPETENT COURT

20.1 All agreements to which these Terms apply are governed exclusively by Dutch law. The applicability of the Vienna Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

20.2 All disputes arising from or connected with agreements concluded under these Terms shall be submitted exclusively to the competent court in the district in which the Agency is established (Amsterdam).

20.3 These Terms have been filed with the Chamber of Commerce in Amsterdam.