General Terms and Conditions DycoTrade B.V. January 2024 V1.0 Clause 1 Definitions The following terms when capitalized in these Conditions have the meaning given to them below: Business Day: a calendar day except weekends and officially recognized public holidays in the Netherlands Business Hours: the time between 8:30 am and 17.30 pm (CET) on (NL-) Business Days, unless otherwise agreed between parties Client: the party purchasing Services or Software licenses from DCT or negotiating such purchase with DCT Conditions: these General Terms and Conditions Consulting Services: advisory services or project related services provided by one or more of DCT’s employees or DCT’s externally hired personnel, as specified in the Contract Contract: each contract or agreement regarding Services or Software concluded between DCT and the Client including all annexes thereto whether attached or declared applicable by reference DCT: DycoTrade B.V. a private company with limited liability, incorporated under the laws of The Netherlands, registered with the Trade Register of the Chamber of Commerce under file number 57568308 DCT End User License Agreement or DCT EULA: most recent version of the terms and conditions applicable to the use of DycoTrade Software Defect: shall mean incompliance with the agreed scope DycoTrade Software: standard software developed by DCT that integrates with Microsoft Dynamics 365, including any Updates and Releases, excluding any Client specific amendment or customization Managed Services: services to support the continued use of the Software in scope, as specified in the Contract and/or an SLA Manufacturer the manufacturer or licensor of Third Party Software Parties: Client and DCT jointly, and Party means each of them Production environment: the live operational environment, used by Client for it’s business purposes Service Level Agreement or SLA: agreement detailing the Managed Services to be provided by DCT Services: the services to be provided by DCT, including Consulting Services, Consulting Services, Training, and Managed Services, if and as specified in the Contract Software: the software and software components licensed by DCT or a Third Party, if and as specified in the Contract. The use of DycoTrade Software is always governed by the DCT EULA and the use of Third Party Software is always governed by the relevant Third Party Terms and Conditions Software Acceptance Document means any document delivered by DCT to Client to have the Client sign off the acceptance of the Software Third Party: other party than DCT or Client Third Party Software: standard software developed by a Third Party (i.a. Microsoft) Third-Party Terms and Conditions: terms and conditions, whether general or not, related to goods and/or services to be supplied by Third Parties, including Third Party Software and Third Party Software licenses Training: training services to educate the Client or it’s personnel in using the DycoTrade Software or otherwise if and as specified in the Contract User Acceptance Test (UAT) shall mean a test to be carried out by the Client based on Client’s test scenario’s. Upon Client’s request, DCT may assist the Client in performing the UAT against the agreed rates Working Day: consists of 8.5 hours, of which 8 hours are working hours and 0.5 hour is lunch break. Clause 2 Applicability of these Conditions These Conditions apply to all quotations, offers and all legal relationships (including Contracts) regarding the Services and all Services provided by DCT. Any deviation from these Conditions shall only be valid if and to the extent that they are expressly accepted by DCT in writing. The applicability of the Clients general purchase conditions or any other general or special terms of the Client is expressly excluded. If DCT’s performance of the Contract also includes the supply or onward supply of goods and/or services of Third-Parties (including subscription licenses to Third-Party Software), the Third-Party Terms and Conditions will apply thereto and shall prevail over these Conditions as far as the Third-Party delivery is concerned. These Third-Party Terms and Conditions will be provided upon first request. If the performance of the Contract includes licensing DCT Software, the DCT End User License Agreement applies and shall prevail over these Conditions as far as the use of DCT Software is concerned. Clause 3 Offers & conclusion of Contract Unless expressly otherwise indicated in writing, all offers (including rates, scope and options) and other communications made by DCT are non-binding and subject to a Contract. Offers may be withdrawn by DCT at any time before the Client's acceptance. The Client guarantees the completeness and correctness of the requirements and specifications and all other provided data on which DCT based its offer. If the Client accepts an offer issued by DCT, DCT shall confirm the Client's acceptance with a Contract to be signed by both the Client and DCT. As of that moment, a Contract is established between DCT and the Client. Clause 4 General Obligations of the Client If the Parties agree that DCT performs Services at location of the Client, the Client will – free of charge - provide all necessary facilities reasonably desired by DCT, such as a workspace with computer and telecommunications facilities. The workspace and facilities must comply with all applicable (statutory) requirements and regulations regarding employment conditions. The Client indemnifies DCT against claims of Third Parties, including DCT employees or hired personnel, suffering damage and/or loss as a result of the acts or omissions of the Client in this respect or unsafe situations within its organization. The Client will inform DCT employees or hired personnel prior to them entering Client’s premises of it’s security and other internal rules. The Client is responsible for assessing within its organisation whether use and application of the Software (as a service) and other materials supplied by or via DCT as well as the Services to be provided by DCT fit the Client’s purpose. The Client is also responsible for arranging proper inspection and protection procedures, system administration and backup. The Client shall ensure that the (cloud-) environment meets the requirements set by DCT in a timely matter in order for DTC to be able to provide the agreed Services. At DCT's request the Client shall promptly provide DCT with all information, internal decisions and resources necessary for a proper performance of the Services. In addition, the Client will provide - timely and on its own initiative - all information that may influence the Services and that has not yet been provided. If the Client fails to fulfil its obligations under this Clause 4, or otherwise fails to comply with it’s contractual or lawful obligations, DCT may suspend the performance of its Services to the extent that the suspension is proportionate to the Client’s failure. DCT shall not be liable to the Client and/or to Third Parties for damages regarding this suspension. The Client accepts that as a result of such suspension, the agreed or expected time of the Services provision and corresponding responsibilities of the Parties may be affected. DCT may charge the Client the extra costs and damages it incurs in connection with Client’s failure to comply as stated in Clause 4.5 (including the costs associated with suspending resources) in accordance with DCT’s current fees and prices. If it’s been agreed between the Parties that DCT as part of the Consulting Services will install or implement Software, Client is obliged to arrange that DCT is registered with Microsoft via a Partner Admin Link (PAL) or a Claiming Partner of Record (CPOR) at the latest at the start of the Services. Clause 5 Performance of the Services DCT will perform the Services in a professional manner and with adequately skilled personnel. The Services are always being provided on a best efforts obligation, unless and insofar as DCT has explicitly committed itself in writing to a specific result with corresponding objective specifications. All Services delivery times mentioned or agreed by DCT, have been determined at the best of its abilities based on the circumstances and data of which DCT was aware upon entering into the Contract and are not to be regarded as a strict deadline. The Client acknowledges that circumstances outside DCT’s control, may affect the indicated or expected delivery times and the costs of the Services provided by DCT. DCT may use external hired personnel in the performance of a Contract. Clause 6 Consulting Services DCT will use reasonable efforts to ensure that the resources providing Consulting Services will remain available for the term of the Contract. However, DCT has the right to replace it’s resources at any time with another resource with a similar level of experience and qualifications. In case resources are not available due to vacation, illness or resignation, DCT is not obliged to replace the resources, but will inform the Client without delay. The Parties will work together to find a reasonable solution. Close cooperation with the Client is conditional for the Services to be successful and expeditious. The Parties agree in advance what information, decisions and resources must be or will need to be available prior to and during the Services. The Client will ensure that any of its resources (including staff, contractors and auxiliary persons) that needs to be available have the required expertise, capacity and quality to perform the assigned tasks. DCT will prepare, advice on and support the process of installation, implementation and/or customization of the Software by Client if and as agreed in the Contract. It is Clients responsibility to perform a User Acceptance Test (UAT), following guidelines by DCT and/or the Manufacturer in case of Third Party Software. Next to this obligation it is Clients responsibility to accept the Software before Software (or any updates or upgrades to it) is put to any Production environment. At the Client's request DCT shall assist the Client during the UAT, which will be charged at the applicable rates. If the Parties have not agreed on any specific terms on acceptance and/or remedying Defects, the following provisions will (additionally) apply. The Client shall complete the UAT within 10 (ten) Business Days after Services have been completed failing which the Software will be regarded as accepted per delivery date. The Client shall accept the Software by signing of the Software Acceptance Document within 3 (three) Business Days after a successful UAT, failing which the Software will be regarded as accepted per delivery date. Any Defects found during the UAT will be reported by Client to DCT as soon as detected in a manner that allows the Defect to be reproduced by DCT. DCT will to the best of her abilities remedy the reported Defects at the agreed rates as soon as possible. In respect of Defects in any Third Party Software, the remedies as stated in the relevant Third-Party Terms and Conditions will apply. If installing or implementing (updates or upgrades to) Third Party Software is part of the agreed Services, DCT will coordinate with the Manufacturer and use best effort to resolve any Defects at the agreed rates. Any Software launched or installed in a Production environment is deemed to be accepted by Client. If the Client has accepted the Software, the date on which the Client signed the Software Acceptance Document shall be regarded as the acceptance date. If, at the Client's discretion, no UAT is carried out and/or not completed and/or the Client deploys the Software to the Production environment before or without acceptance, the Software will be regarded as accepted per date of the mentioned deployment. The Client will also subject updates and/or upgrades of the Software to a UAT, in accordance with the provisions of this Clause. Clause 7 Training If and to the extent agreed in the Contract, DCT will train the Client's employees on the use of the DycoTrade Software or on other agreed subjects. Unless otherwise agreed, the fee for Training is due in advance and must be paid no later than five (5) Business Days before the start of the Training. In case of cancellation by Client (or one or more of its employees) within five (5) working days before the start of the Training, the full costs will be charged. Clause 8 Managed Services This Clause 8 applies if DCT provides Managed Services if and as detailed in the Service Level Agreement (SLA). If the SLA is inconsistent with these Conditions, the provisions of the SLA will prevail. The Client will notify DCT of any errors found in the Software in scope of the Managed Services, giving details, in accordance with the procedures as included in the SLA. An error can only be handled by DCT if Client is able to demonstrate and reproduce it. DCT does not warrant that the Software will function without interruptions, errors or other malfunctioning or that all errors or other malfunctioning will be able to be remedied. DCT may additionally charge the costs of repair (at the agreed rates), if the repair results from user errors or improper use or other causes not attributable to DCT. The repair of damaged or lost data is not in scope of the Managed Services. If for any reason whatsoever the Client unilaterally terminates the Managed Services before the end of the agreed service period - for instance by means of carrying out a so-called 'partner change' through Microsoft Corporation -, the Client will owe DCT the remaining fee for the service period in full. Clause 9 Fees and Rates Unless otherwise agreed in writing, all fees and rates mentioned are in Euro, exclusive of (i) VAT, (ii) other applicable current and future government levies and (iii) exclusive of travel and accommodation expenses. Unless otherwise agreed in writing, travel expenses (time and costs) in The Netherlands will be charged at 1 hour against the rate applicable for that resource type/role per visit. If DCT personnel provides Services on-site, this shall be invoiced per day or (as a minimum) per half day. DCT reserves the right to round off any remote provided Service to one-hour blocks. For international travel the actual costs (including expenses, accommodation, additional costs, and local travel costs abroad) will be charged and travel time will be charged at 50 % of the regular hourly rate applicable for that resource type/role (with a maximum of 10 hours, per one-way trip). International travel costs will be invoiced and reimbursed separately. Client is responsible for any payment of local taxes associated with the location of its registered office or establishment, customs duties and similar tariffs (if any). If DCT would owe (sales) tax, the prices mentioned are increased by the percentage of this (sales) tax due. All fees and rates for Services are charged based on the applicable rates as described in the Contract or Service Level Agreement and failing that based on DCT’s current fees and rates. The following surcharge percentages apply for agreed Services outside Business Hours: Business Days between 6 pm and 11 pm (CET): 50% on top of the agreed rate; Business Days between 11 pm and 8 am (CET): 75% on top of the agreed rate; between Friday 11 pm and Monday 8 am (CET) and on public holidays in the Netherlands: 100% on top of the agreed rate. DCT may adjust its fees and rates for Services each year in accordance with the increase in the consumer price index for commercial services as published by Statistics Netherlands (2020=100). In addition, DCT may also increase its fees and prices if reasonably required due to market conditions and currency exchange rate fluctuations. DCT adjustments of the fees and rates each year shall be notified to the Client in writing with a notice period of 30 (thirty) days from the start of those adjustments. Services to be provided that were not foreseen or agreed in the original Contract shall be regarded as extra work and will be invoiced based on DCT's current rates. The Client acknowledges that extra work may affect the agreed or expected delivery time and the calculated costs of the Services provided by DCT. If Third Party goods and/or services are in scope of the Contract and this Third Party adjusts its prices and rates, DCT is entitled to change the applicable prices and rates also for the Client by means of a written notice subject to a reasonable period. If the Client does not want to agree to this change, the regulations regarding termination set out in the applicable Third Party Terms and Conditions will apply. Clause 10 Billing & Payment On all invoices DCT shall state the date, specification and the amount due in euros, or any other currency as agreed upon. Unless Parties agree otherwise in writing: the fees due for the Managed Services shall be invoiced in advance on a yearly basis; other Services, are invoiced every two weeks based on the actual hours of Services provided by DCT; all subscription licenses provided by or via DCT shall be invoiced in advance on a monthly basis. In the event of an (automatic) renewal of Services or subscription licenses, the relevant fees shall be payable before the first day of the renewal. All (other) amounts due are payable within 30 (thirty) days after the invoice date. Any complaints about alleged incorrect invoices are to be received by DCT in writing within 14 (fourteen) calendar days of the invoice date, failing which the right to complain about the invoice concerned lapses. If, after having been held in default, the Client continues to fail to pay the amount due, DCT may refer the debt for collection, in which event the Client shall be charged, in addition to the statutory commercial interest, the full amount of the (extra)judicial costs, which shall not be less than 15% of the total amount due. Failure by the Client to pay any outstanding amounts shall result in all amounts the Client owes DCT becoming immediately due and payable in full. If the Client is permanently in default, DCT may rescind the Contract(s) without notice of default being required, in which event the Client shall not be entitled to any compensation whatsoever. If the Client cancels or reschedules the deployment of DCT personnel for Services already scheduled, the Client shall be charged the Services as follows: notification more than thirty (30) calendar days in advance, Services may be cancelled or rescheduled free of charge; notification between thirty (30) and three (3) calendar days in advance: 50% of the agreed fee for the scheduled Services; notification two calendar days in advance: 75 % of the agreed fee for the scheduled Services; notification one calendar day or less in advance: 100 % of the agreed fee for the scheduled Services. Clause 11 Limited warranty DCT warrants with respect to the Services that: these shall be carried out in a competent manner; its deployed personnel shall continue to be sufficiently qualified for the duration of the Contract. Client acknowledges that the uninterrupted operation of Software depends on several external factors (such as the interoperability with equipment and/or software, internal and external networks, (versions of) web browsers and location) and DCT cannot warrant that the Services or Software will run without errors, free of defects and without interruptions at all times. DCT does not warrant, that the Software licensed by or via DCT complies with Client’s intended use or the fitness thereof for a particular purpose. The warranty in respect of Software, is limited to the relevant provisions in the DCT EULA for DycoTrade Software and the applicable Third-Party Terms and Conditions for Third Party Software. DCT is entitled to introduce temporary solutions or software bypasses or problem-avoiding restrictions in the Software. DCT does not warrant that Defects in Third Party Software will be remedied. Clause 12 Software and Intellectual Property DCT, its licensors or Manufacturer maintain all intellectual property rights in and to all the products developed or made available under the terms of the Contract. DycoTrade Software If DCT provides the Client with access to DycoTrade Software, the DCT EULA always applies. All intellectual property rights to the DyctoTrade Software are vested in DCT. By installing or having installed the DycoTrade Software, Client accepts the terms and conditions of the DCT EULA and agrees to be bound by it. The DCT EULA will be send to you on your first request. The Client may recommend adapting or supplementing the functionality of DycoTrade Software. DCT is not obliged to follow these recommendations. However, if DCT proceeds developing additional or modified functionality, the rights thereto will always rest with DCT, even if the development was based on or initiated by the recommendation of the Client. Third Party Software Client may purchase certain licenses to Third Party Software via DCT. In this matter DCT fulfills a facilitating and administrative role. DCT facilitates contracting, since the license to the Third Party Software is granted directly by Manufacturer to the Client. The relevant Third Party Terms and Conditions always apply in full to Client’s use (which includes installation) of that Third Party Software. Regarding the use of Third Party Software, the Third Party Terms and Conditions take precedence over these Conditions. The relevant Third Party Terms and Conditions will be send to you on your first request. DCT’s facilitating role includes taking care of the administrative process by arranging the invoicing of the licensing as specified in the Contract. The Manufacturer is and remains responsible for the quality, functionality, performance and availability of the Third Party Software as determined in the Third Party Terms and Conditions. DCT makes reasonable efforts to assist Client if a problem arises in this context. Clause 14 Client indemnification Client warrants that there are no Third Party rights that could prevent or prohibit Client from the provision of required equipment, software, material, data files or other materials for DCT to be able to provide the Services. Moreover, the Client warrants that the software licenses and agreements with it’s suppliers required for a proper supply of the Services, have been concluded on conditions that allow and enable DCT to perform its Services. The Client will indemnify DCT against any action based on the allegation that such use, adaptation, installation or incorporation infringes any right of Third Parties. Clause 15 Privacy Although DCT’s Services are not primarily aimed at processing personal data, performing the Contract may involve the processing of personal data. Parties agree that in such case DCT shall be regarded as “the processor” and the Client as “the controller”, pursuant to the General Data Protection Regulation (GDPR). If DCT, given the nature of the Services, should be regarded as a processor, Client instructs DCT to process its personal data for the purpose of performing the Contract and DCT will process the personal data only within the scope of performing the Contract and in accordance with GDPR. In this regard DCT will take appropriate security and organizational measures to secure the processing of personal data. The reasonable level of security shall be dependent on the circumstances, e.g. the nature of the data and the costs related to guaranteeing a specific level of security. Client’s personal data may be stored on Third Party systems. Client acknowledges that DCT is not responsible for any security aspects regarding those Third Party systems. DCT is only responsible for any acts or omissions attributable to DCT, considering the nature of the Services. In case of a personal data breach, DCT shall notify the Client without undue delay and provide reasonable assistance to enable the Client to comply with its obligations arising from GDPR, at the agreed rates. The Client warrants that the purpose for the processing and the related processing instructions to DCT are lawful and Client indemnifies DCT in this regard. Clause 15 Confidentiality Parties shall ensure that all information they receive from the other Party and of which they are or ought to be aware that it is of a confidential nature, is kept confidential. Each Party undertakes not to disclose confidential information that is made available to it to third parties and only to disclose this information to its personnel in so far as it has a need to know for performing the agreed services, except with the prior written permission of the other Party. Parties shall impose on their personnel the obligation to comply with the confidentiality provisions of this Clause 15. DCT shall be entitled to use the Client's name and logo for marketing and reference purposes and to place these on its internet site. Clause 16 Term & Termination Unless otherwise agreed between the Parties, a Contract shall enter into force on the date on which Parties have signed the Contract. If the Contract relates to the periodic or regular supply of Services (including Managed Services), the Contract will be entered into for the period agreed by the Parties, in default whereof a period of one year applies. The duration of the Contract will be tacitly renewed for the duration of the initial period, unless the Client or DCT terminates the Contract in writing subject to a notice period of three (3) months towards the end of the current period. If Manufacturer ceases the development of the Third Part Software or elements or versions thereof affecting the Contract, DCT may terminate the part of the Contract that pertains to the Managed Services of that Third Party Software by written notification to Client subject to a notice period of 3 (three) months. In that event DCT shall refund the Client that part of the fee relating to the terminated part already paid in advance in respect of the period of the Contract remaining after its termination. If the Contract relates to Consulting Services, the Contract may be terminated by either party with due observance of a notice period of three (3) months. All prescheduled hours during termination period remain due. Termination of (the part of) the Contract regarding subscription licenses to Software is subject to Third Party Terms and Conditions with respect to Third Party Software and subject to the DCT EULA with respect to DycoTrade Software. Without prejudice to the other provisions of these Conditions, either Party may extrajudicial terminate a Contract, by registered letter sent to the other Party, with immediate effect and without notice of default, without any liability, if the other Party is granted a moratorium, files a petition for its own bankruptcy, is declared bankrupt, goes voluntarily or involuntary into liquidation, ceases its business activities, or offers its creditors a composition or a debt management scheme, or if execution is levied on a Party's assets. Each of the Parties is entitled to terminate the Contract based on an attributable shortcoming if the other Party, after having been given notice of default, with a detailed description of the shortcoming and being offered a reasonable period of time to remedy the shortcoming, persists in its omission. If at the time of termination or rescission the Client has already received performance under a Contract that is to be terminated, these performances and the related payment obligations cannot be revoked. Upon termination or rescission of a Contract, all payments the Client owes in respect of that Contract become immediately due and payable. Any obligations that, in view of their nature, are intended to continue to be in effect after termination of the Contract, shall remain in effect. Termination or rescission of a Contract expressly shall not release the Parties from such provisions that in view of their nature are deemed to remain in effect. Clause 17 Liability DCT's total liability to the Client in connection with an attributable breach of a Contract (including those under any warranties and/or indemnities) shall in each instance be limited to direct damages and shall in no event be more than the amount of the invoice/invoices paid by Client for the specific Contract (exclusive of turnover tax) over a period of not more than 1 (one) year prior to the event causing the damages and/or loss. Direct damages and/or loss is understood to mean exclusively (i) damage to property, (ii) the costs that were reasonably incurred to ascertain the cause and scope of the direct damage, (iii) the costs that were reasonably and demonstrably incurred to have DCT’s performance conform with the Contract (these costs will not be compensated if the Contract is terminated or set aside on Client’s initiative), and (iv) the costs that were reasonably and demonstrably incurred by the Client to prevent or limit the loss, in so far as the Client has demonstrated that these costs have resulted in a limitation of the direct damage within the meaning of this clause 17.1. DCT shall not be liable for damage or loss covered under any insurance taken out by the Client. DCT will never be bound to compensate indirect damage or the repair of damaged or lost data. Indirect damage is taken to mean all damage that is not direct damage as determined in Clause 17.1, including at least, but not limited to consequential damage, loss of income or business opportunities, loss of profit and damage as a result of business interruption. If a Third Party imposes restrictions with respect to the Services to be carried out by DCT related to that Third Party Software, DCT cannot be obliged to provide these Services anyway and DCT shall not be liable towards the Client or owe it any compensation as a result. DCT will not be liable in any case for the damages and/or loss that occurs because the Client does not have adequate backups available. The Client is and remains responsible for a proper backup procedure, in which backups are made with a frequency that is customary in the industry of the Client, taking into account the nature of the data, and that guarantees that the loss of data is minimized when the backup is restored. DCT shall only be liable to the Client for an attributable breach of a Contract if the Client has immediately and duly held DCT in default by registered letter, offering a reasonable period for remedying the breach, and DCT continues to be in breach after that period has expired. All claims of the Client should be reported to DCT without undue delay after it became aware or ought in reason to be aware of the facts upon which it bases its claims, or they shall lapse. If a penalty or fine is agreed with the Client, the penalty or fine due shall at all times be in lieu of any damages to be paid by DCT. The limitations of liability included in this clause 17 shall not apply if the loss is due to intent or willful recklessness on the part of DCT or its executive subordinates. Clause 18 Force Majeure Neither of the Parties shall be obliged to perform an obligation if that Party is unable to do so as a result of a non-attributable failure (“Force Majeure”). In addition to what is provided in legislation and case law, Force Majeure shall also be understood to mean all external causes, either foreseen or unforeseen, beyond the control of a Party that prevents that Party fulfilling its obligations, including government regulations, fire, flood, power outage, interruption, failure or defects in internet, telephone or other telecommunication connections or in other electronic or mechanical equipment, strikes other than DCT employees and Force Majeure by third parties engaged by DCT. Each act, event or non-event shall only be considered to be an instance of Force Majeure if it’s not the result of a willful act of a Party or it’s failure to take reasonable precautions. Parties may only rely on Force Majeure if the Party in question informs the other Party in writing of such a reliance on Force Majeure on submission of the required evidence. If an instance of Force Majeure at one Party lasts for more than 60 (sixty) Business Days or as soon as it is reasonably established that it will last at least 60 (sixty) Business Days, the other Party shall be entitled, by way of a registered letter and without judicial intervention, to terminate the Contract with immediate effect, without the Parties being obliged to pay any damages. Clause 19 Transfer & Settlement The Client may only transfer, sell, assign, (sub) license, make available, lease or lend rights and obligations under a Contract to third parties with the written permission of DCT. DCT may transfer (part of) its rights and obligations under a Contract to a third party in the event that the company of DCT or relevant parts thereof are transferred to a Third Party. The Client herewith agrees to such a transfer. Clause 20 Non-Hiring personnel For the duration of a Contract, and for a period of 12 (twelve) months after its termination, the Client shall refrain from making any offers to and/or employing (directly or indirectly) any employees of DCT, save with the prior written permission of DCT. This prohibition also applies to externally hired personnel deployed by DCT to the Client for the execution of the Contract. If in breach of this Clause, the Client forfeits an immediately payable penalty, without judicial intervention being required, of EUR 50,000,- (fifty thousand euro) for each breach plus EUR 5,000 (five thousand euro) per day for each day that the breach continues, without prejudice to DCT's right to claim compensation of the loss suffered and/or to be suffered as a result of the breach. Clause 21 Governing Law and dispute resolution These Conditions and all quotations and offers by DCT and all legal relationships, including Contracts, and Services provided by DCT are governed by Dutch law excluding any conflict of law provisions. The Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, Vienna, 11 April 1980) does not apply to these Conditions or to any other terms and conditions and Contracts. Any disputes that may arise between the Parties in connection with these Conditions, any Contracts and/or Services provided by DCT, shall be settled in accordance with the Rules of Arbitration of the Dutch Arbitration Institute. The arbitration tribunal shall be composed of three arbitrators, unless the Parties jointly agree on one arbitrator. The arbitration tribunal shall decide in accordance with the rules of the law. The place of arbitration is Amsterdam, The Netherlands. The arbitration proceedings shall be conducted in English. Clause 22 Miscellaneous If any of the provisions of these Conditions is null and void or is declared void, the other provisions of these Conditions shall continue to apply in full and the Parties shall consult in order to agree an alternative provision the purport of which shall be as close to the original provision as possible without affecting the rest of these Conditions. DCT may at all times revise the text of these Conditions and to readopt them. The most recently filed version, or the version that applied when the Contract in question was concluded, shall apply. Any amendments and/or additions to these Conditions are only valid if agreed upon in writing.