GENERAL PURCHASING TERMS AND CONDITIONS 

For the purchase of services and products by: 

Boomerang Create B.V.  

having its official seat and its registered office address in Amsterdam,  

registered with the Dutch trade register under number 69096066 

1. Scope of application 

These General Purchasing Terms and Conditions shall apply to any offer (verbal or written)  made by Supplier, request submitted by Customer to Supplier to present an offer, and any other  agreement – in the broadest sense of the term – which Customer enters into with Supplier on  the basis of which Customer purchases services and/or products from Supplier. 

2. Definitions 

2.1. Customer:  

Boomerang Create B.V., acting under the name Boomerang Agency, and any of its divisions  from time to time, including but not limited to Boomerang Create, and Boomerang ft;  2.2. Services:  

Any work, including the development of functional, technical and/or graphic designs, draughts,  documentation and the like, which Supplier develops for and supplies to Customer pursuant to  an Agreement and any Specifications set out therein but excluding Software; 

2.3. Supplier:  

Any party that supplies Products on Customer’s instructions, who presents a quotation to  Customer or to whom the latter submits a request; 

2.4. Delivery Date:  

The latest date by which Supplier is supposed to supply a Product to Customer as set out in the  relevant Agreement; 

2.5. Agreement:  

Any agreement which Customer enters into with Supplier for the development and/or supply of  any Product, which includes but is not confined to any quotation presented by Supplier to  Customer, which the latter accepts by means of a written agreement, as well as any order which  Customer places with Supplier, including any annexes to it and any amendment of or  supplement to it that is agreed on; 

2.6. Parties:  

Supplier and Customer jointly; 

2.7. Product:  

Goods, services and/or Software; 

2.8. Specifications:  

Any functional or technical specifications set out in an Agreement pursuant to which Supplier  develops and supplies the Product to Customer; 

2.9. Software:  

The source and object code of computer software for an application, website or the like which  Supplier develops for and supplies to Customer pursuant to an Agreement, and any  Specifications set out in it; 

2.10. Standard Software:  

Generic software and/or elementary parts of it which are developed prior to an Agreement and  which are generally made available to customers in an unmodified form. 

3. Development, supply and assistance 

3.1. Supplier shall develop a Product and supply it in accordance with any Specifications set out in  the relevant Agreement. 

3.2. Supplier shall be required to implement an Agreement and to supply the relevant Product by no  later than the Delivery Date. In the event that the work is delayed or there is a danger that the 

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Delivery Date will not be met, Supplier shall notify Customer of this as soon as possible. Supplier  shall consult Customer and shall do all in its power to prevent or limit any delay. 3.3. In the event that Supplier modifies and/or supplements the relevant Specifications at Customer’s  request, the Delivery Date may be postponed in consultation with Customer in so far as this is  necessary for the purposes of such modification or supplement.  

3.4. Supplier shall exercise care when developing a Product based on any information which  Customer provides to Supplier. Customer and Supplier shall consult each other regularly about  the nature, structure and design of the Product. 

4. Extra work 

4.1. In the event that Customer has a request to modify and/or supplement the Specifications of a  Product which is to be supplied, it shall notify Supplier accordingly. Supplier shall then present  Customer with a quotation covering any extra work which may be required as a result of such  modification or supplement.  

4.2. Supplier may only invoice Customer for any extra work if it has received written instructions from  Customer to carry out that work. 

5. Third-party assistance 

5.1. In the event that Supplier wishes to utilise the services of some other party for the purposes of  implementing an Agreement (either by means of subcontracting or by deploying temporary  personnel), it shall be required to obtain Customer’s prior written consent for this. Such consent  shall not be unreasonably withheld. 

5.2. In the event that Supplier utilises the services of any third party for the purposes of implementing  an Agreement, it shall remain fully liable for compliance with its obligations pursuant to that  Agreement. Furthermore, Supplier shall be required to include these General Purchasing Terms  and Conditions in any agreement which it concludes with some other party. 

6. Intellectual property rights  

6.1. Supplier shall assign all of the intellectual and industrial property rights to a Product including – with the exception of Standard Software – any source files and code, and documentation  (technical or otherwise) to Customer. If so requested by Customer, Supplier shall provide every  assistance to observe any formalities that may be required for the purposes of the  aforementioned assignment. 

6.2. Supplier shall be required to waive any moral rights that it may have in relation to any Product  in so far as it is permitted to do so in accordance with the provisions of Section 25 of the Dutch  Copyright Act [Auteurswet]. 

6.3. The intellectual and industrial property rights to any Standard Software supplied by Supplier  and/or a third party shall continue to vest in Supplier or third party. Supplier shall be required to  warrant that Customer will acquire a non-exclusive, world-wide, perpetual and transferable  licence to any Standard Software. Customer shall be entitled to use such Standard Software for  testing, developmental and backup purposes unless explicitly agreed otherwise. Supplier shall  be required to warrant that the use of Standard Software shall not impose any constraints on  either Customer or the latter’s clients with regard to their ability to use, to modify, to replicate, to  disclose or to maintain any Product. 

6.4. Supplier shall be required to warrant Customer that Supplier is entitled to assign the  aforementioned rights to Customer or to grant the latter a licence, and that the Product  concerned does not infringe any intellectual and industrial property or other rights held by some  other party. Supplier shall indemnify Customer against any loss which the latter may suffer due  to any claim made by some other party based on the infringement of any intellectual, industrial  property or other rights. 

6.5. In case Parties agree in writing that (part of) the intellectual property rights cannot be transferred  to Customer, Supplier grants Customer a non-exclusive, world-wide, perpetual and transferable  licence to use the Product for the intended purpose as agreed in writing between Parties in any  offer, quotation, or agreement, unless Parties specifically agreed in writing a more limited  licence.  

7. Fees 

7.1. The prices which Supplier quotes shall constitute payment in full for the implementation of the  relevant Agreement, including any accompanying expenses, which is deemed to include but is 

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not confined to the costs involved in travel, storage, packaging, imports, transport, delivery,  administration and shipping.  

7.2. Invoices shall be issued after the relevant Agreement has been implemented or, where this is  agreed, upon the achievement of an agreed milestone.  

7.3. Customer shall pay Supplier’s invoice within thirty (30) days after it receives same. 7.4. In the event that Customer disputes the accuracy of an invoice and/or an Agreement is not  implemented satisfactorily, it may decide to suspend payment of the relevant invoice. In the  event that it misses a scheduled payment date as a result, Supplier shall only be entitled to  suspend or terminate the implementation of the Agreement concerned after a court of law hands  down judgment. Customer shall inform Supplier immediately of any alleged deficiency or  unsatisfactory work. In the event that it appears that Customer has wrongfully suspended or  postponed payment, after a legally valid notice of default is served, Supplier in question shall  be entitled to interest equivalent to no more than the legally valid interest rate as of the date on  which payment was due. 

8. Non-disclosure 

During the term of an Agreement and for a period of one (1) year after it expires, Parties shall  have a duty to treat any confidential information which they acquire in confidence and not to  disclose same to a third party in any way whatsoever and/or to allow the latter to use it but only  to use it for that purpose for which it was provided to them. A third party is deemed to include  any person who works within the organisation of Supplier and who does not necessarily need  to be provided with such information. 

9. Cancellation 

9.1. Customer shall at all times be entitled to cancel an Agreement subject to a reasonable term of  notice without being liable for any compensation. Supplier shall be paid for any Products that it  has supplied. 

9.2. In the event that Supplier fails to comply with its obligations pursuant to an Agreement or fails  to do so in full or on time, Customer shall notify Supplier that it is in default and shall afford it a  reasonable period of time within which to fulfil its duties. Should Supplier also remain in default  during this period of time, Customer shall be entitled to cancel the Agreement by means of a  written notice addressed to Supplier subject to any other rights that it may have, which includes  but is not confined to seeking compensation. In this case, Customer shall not be liable for any  payment or compensation. 

9.3. In the event that an Agreement is cancelled, Customer shall be entitled to have it implemented  by some other party. Supplier shall have a duty to assist with this. Should Customer cancel an  Agreement in accordance with the provisions of article 9.2, Supplier shall also reimburse it for  any related costs. Customer shall do all in its power to keep such related costs to a minimum. 

9.4. Any obligations which by virtue of their nature are intended to remain in effect after the  termination of the relevant Agreement shall continue to do so in full. 

10. Force majeure 

10.1 In the event that Parties are unable to fulfil any of their duties towards each other due to force  majeure (“non-attributable default”), neither party shall be liable vis-à-vis the other party and  compliance with the relevant obligation shall be suspended for the duration of the situation of  the force majeure. 

10.2 Either party who relies on a situation of force majeure shall notify the other party of this situation  immediately after it arises, citing the reasons for it. In this case, the other party shall be entitled  to cancel all or part of the relevant Agreement or to suspend compliance with its obligations. 

10.3 The following circumstances shall at any rate not constitute grounds for reliance on force  majeure: late supply on the part of Supplier’s suppliers, a shortage of staff or an industrial strike. 

11. Data protection 

11.1. Each party shall ensure that any use of personal data supplied to the other party shall comply  with the requirements of all applicable legislation in force from time to time, including without  limitation, the General Data Protection Regulation of 27 April 2016 (the “GDPR”) and the  applicable implementing acts of the GDPR by the member states of the European Union, or by  any other applicable EU law or regulation that may replace it. For Suppliers established in the  USA, for the avoidance of doubt, the term “Personal Data” includes protected health information 

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as defined under the Health Insurance Portability and Accountability Act and personally  identifiable information. 

11.2. If Supplier shall process personal data for Customer, within the meaning of the GDPR, Parties  will enter into a separate data processing agreement. 

12. Liability 

12.1. The overall liability of Parties on the grounds of breach of contract shall be confined to the  payment of compensation equivalent to twice the amount of the fee stipulated for that  Agreement excluding VAT. 

12.2. In the event that the relevant Agreement is essentially a continuing performance contract with  a term in excess of one (1) year, the stipulated fee shall be deemed to amount to twice the total  sum payable in one (1) year excluding VAT. 

12.3. Parties’ overall liability for loss in the form of death, bodily injury, material damage to property,  fire or explosion shall be confined to EUR 500,000 (five hundred thousand euros) in the case of  each occurrence. 

12.4. The aforementioned maximum sums shall cease to apply if and in so far as the loss concerned  is due to an infringement of property rights (intellectual and/or industrial) on the part of Supplier  or a wilful act or omission, or gross negligence on the part of the party liable for compensation. 

13. Anti-bribery and anti-corruption 

Supplier warrants, represents and undertakes to Customer that 

• it shall comply with all applicable laws, regulations, standards and other legal  requirements including but not limited to all applicable anti-bribery and anti-corruption  laws; 
• a director, employee or agent of Supplier must not offer, promise, give, accept or solicit  anything of value (financial or otherwise) to induce an illegal action or breach of trust to  improperly influence an act or decision to any person as a representative of Customer  in violation of any applicable laws relating to anti-bribery or anti-corruption;  
• it shall, in the performance of its obligations under an Agreement, comply at all times  with (and ensure compliance by its subsidiaries and affiliate companies, its directors,  officers, employees and agents with) Customer’s Anti-Bribery and Anti-Corruption  Policy as updated from time to time, which may be viewed at: https://publicisgroupe 

csr-smart-data.com/assets/archives/en/Janus-Anti-Bribery&Anti-Corruption.pdf (the  “ABAC Policy”). 

Supplier acknowledges that its failure to comply with the ABAC Policy may result in Customer’s  cancellation of all existing orders and termination of its business relationship with Supplier. 

14. Other provisions 

14.1. Any supplement to or amendment of an Agreement between Parties and/or these General  Purchasing Terms and Conditions governing it shall only apply if agreed to in writing by Parties  and signed by both of them. In the event that Parties agree on specific additions to and/or  amendments in writing, they shall only apply to the specific Agreement for the purposes of which  they were agreed to. 

14.2. The nullity of any provision of these general purchasing terms and conditions shall not affect  the validity of their remaining provisions. In the event that a provision is void or voidable,  Customer and Supplier shall consult each other for the purposes of replacing the relevant  provision with a new one having regard as far as possible to the purpose and purport of the  void, nullified or voidable provision. 

14.3. Any Agreement entered into by Parties with each other, these general purchasing terms and  conditions governing it and the implementation thereof shall be governed by the laws of the  Netherlands. 

14.4. Any dispute arising pursuant or in relation to an Agreement between Parties shall – in so far as  it is not possible to resolve it amicably – be brought before a competent court of law in  Amsterdam to the exclusion of any other court of law. Nevertheless, Customer shall be entitled  to bring a dispute for adjudication before a competent court of law in the city or town where  Supplier has its place of business. 

14.5. The subheadings above the articles have been inserted for the reader’s convenience. No rights  may be derived therefrom.

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14.6. Parties shall have a duty to notify each other in writing immediately of any change in their  address. 

14.7. The Dutch text of these General Purchasing Terms and Conditions shall prevail over any  certified or non-certified translation thereof.