General Purchase Conditions

Acendae B.V.

Version: July 2026

Agreement: Any agreement, purchase order, quotation, service agreement, statement of work, or other arrangement entered into between Acendae and the Supplier.

GPC: These General Purchase Conditions of Acendae B.V.

GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council regarding the protection of natural persons with regard to the processing of personal data and the free movement of such data.

Acendae: Acendae B.V., a company incorporated under the laws of the Netherlands, including its affiliated entities involved in purchasing Services.

Parties: Acendae and the Supplier collectively.

Supplier: Any company, freelancer, contractor, consultant, vendor, or service provider providing Services to Acendae.

Services: All services, products, software, hardware, digital assets, consultancy, professional services, materials, licences, data, or other deliverables provided by the Supplier to Acendae.

Third-Party Services: Services, software, platforms, licences, products, or solutions provided by third parties that are supplied or used by the Supplier as part of the Services.

IP Rights: All intellectual property rights, including copyrights, trademarks, patents, database rights, design rights, trade secrets and related rights.

Personal Data: Any information relating to an identified or identifiable natural person under applicable privacy laws.

1.1 These GPC apply to all quotations, proposals, purchase orders and Agreements entered into between Acendae and the Supplier.

1.2 Any general terms and conditions of the Supplier or third parties shall not apply unless explicitly accepted by Acendae in writing.

1.3 These GPC apply to Acendae B.V. and any affiliated entities involved in purchasing Services.

1.4 If an Agreement contains provisions that conflict with these GPC, the Agreement shall prevail.

2.1 The Supplier acknowledges that Acendae values responsible business practices, including:

• Ethical business conduct
• Respect for human rights
• Sustainable business practices
• Fair working conditions
• Compliance with applicable laws and regulations

2.2 The Supplier agrees to perform Services in a responsible manner and comply with applicable Dutch and European laws.

2.3 Acendae may request information, documentation, or reasonable cooperation to verify compliance with these principles.

2.4 Failure to comply with these requirements may constitute a breach of the Agreement and may result in suspension or termination.

3.1 Supplier quotations shall remain valid for a minimum period of three months unless otherwise agreed.

3.2 By submitting an offer, the Supplier confirms that it understands Acendae’s requirements and has sufficient capability and expertise to deliver the Services.

3.3 An Agreement shall only become binding after written acceptance by Acendae, including approval through a purchase order, signed agreement, or written confirmation.

3.4 The Supplier shall not commence Services without Acendae’s written approval.

4.1 The Supplier shall perform Services:

• Professionally
• Within agreed timelines
• In accordance with industry standards
• In compliance with applicable laws and regulations

4.2 Deadlines agreed in an Agreement shall be considered binding unless otherwise agreed.

4.3 The Supplier shall immediately notify Acendae of any circumstance that may affect delivery, quality, cost, or timelines.

4.4 The Supplier may not subcontract Services without prior written approval from Acendae.

4.5 The Supplier remains responsible for the quality and performance of subcontracted Services.

5.1 The Supplier guarantees that Services comply with:

• Agreed specifications
• Technical requirements
• Applicable laws
• Professional standards expected from similar services

5.2 Acendae may review, test, or inspect delivered Services.

5.3 Inspection or payment does not constitute acceptance of defective Services.

5.4 If Services do not meet agreed requirements, Acendae may request:

• Correction
• Replacement
• Re-performance
• Completion of missing work

5.5 The Supplier shall correct defects at no additional cost to Acendae.

6.1 Unless otherwise agreed, prices shall:

• Be stated in Euros (€)
• Exclude VAT
• Include all costs required to provide the Services

6.2 Additional costs, including travel, accommodation, licences, or third-party expenses, require prior written approval from Acendae.

6.3 The Supplier may not increase prices without Acendae’s written approval.

6.4 For time-based Services, the Supplier shall provide accurate timesheets or reports upon request.

7.1 The Supplier shall issue invoices according to the payment schedule agreed in the Agreement.

7.2 Invoices must include:

• Supplier details
• Invoice date
• Agreement or purchase order reference
• Description of Services
• Applicable VAT information

7.3 Acendae may reject invoices that do not contain required information.

7.4 Unless otherwise agreed, invoices shall be payable within 30 calendar days after receipt of a valid invoice.

7.5 Payment does not constitute acceptance of Services and does not limit Acendae’s rights regarding defective Services.

7.6 Acendae may suspend payment where there is a legitimate dispute regarding Services or invoices.

8.1 Ownership of physical goods supplied to Acendae transfers upon delivery unless otherwise agreed.

8.2 The Supplier remains responsible for goods until delivery and acceptance by Acendae.

8.3 All materials, equipment, information, or assets provided by Acendae remain the property of Acendae.

8.4 Each Party retains ownership of its pre-existing Intellectual Property Rights.

8.5 Unless otherwise agreed, all IP Rights created specifically for Acendae during execution of an Agreement shall transfer to Acendae to the maximum extent legally possible.

8.6 Where transfer is not legally possible, the Supplier grants Acendae a worldwide, perpetual, royalty-free licence to use the relevant IP Rights.

8.7 The Supplier warrants that Services do not infringe third-party intellectual property rights.

9.1 The Supplier shall treat all confidential information received from Acendae as strictly confidential.

9.2 Confidential information may only be shared with persons who require access for performing the Agreement.

9.3 The Supplier shall implement appropriate measures to protect confidential information.

9.4 Confidentiality obligations continue after termination of an Agreement.

10.1 Where the Supplier processes Personal Data on behalf of Acendae, the Supplier shall comply with GDPR requirements.

10.2 A Data Processing Agreement may be required where the Supplier acts as a processor under Article 28 GDPR.

10.3 The Supplier shall:

• Process Personal Data only as instructed by Acendae
• Maintain appropriate security measures
• Assist Acendae with GDPR compliance obligations

10.4 The Supplier shall notify Acendae without unreasonable delay and within 24 hours after becoming aware of a personal data breach affecting Acendae data.

10.5 Personal Data shall only be processed within:

• The European Economic Area (EEA)
• Countries recognised by the European Commission as providing adequate protection

10.6 Use of subprocessors requires prior written approval from Acendae.

10.7 The Supplier remains responsible for approved subprocessors.

11.1 Unless otherwise agreed, Agreements continue for the agreed duration stated in the contract.

11.2 Acendae may terminate an Agreement immediately if:

• The Supplier breaches contractual obligations
• The Supplier becomes insolvent
• The Supplier suspends payments
• Continued cooperation becomes unreasonable

11.3 Termination does not affect rights and obligations that by nature continue after termination.

12.1 The Supplier guarantees that Services:

• Meet agreed requirements
• Are performed professionally
• Do not infringe third-party rights

12.2 The Supplier shall indemnify Acendae against third-party claims arising from:

• Defective Services
• Intellectual property infringement
• Supplier negligence
• Breach of law

12.3 The Supplier is responsible for damages caused by failure to perform the Agreement properly.

12.4 The Supplier shall maintain appropriate insurance coverage where relevant, including professional liability insurance.

12.5 Neither Party shall be liable for failure caused by force majeure circumstances beyond reasonable control.

13.1 Where the Supplier uses Artificial Intelligence tools or automated technologies, the Supplier shall ensure responsible and lawful usage.

13.2 The Supplier remains responsible for verifying the accuracy, quality, legality and security of AI-assisted outputs.

13.3 The Supplier shall not use Acendae confidential information in external AI systems without prior written approval.

14.1 An Agreement does not create an employment relationship, partnership, or exclusive relationship between Acendae and the Supplier.

14.2 Electronic signatures shall have the same legal effect as handwritten signatures.

14.3 The Supplier shall not use Acendae’s name, logo, or confidential project information for promotional purposes without written approval.

14.4 The Supplier shall not directly recruit or employ Acendae employees or contractors during the Agreement and for 12 months thereafter without written consent.

14.5 If any provision of these GPC becomes invalid or unenforceable, the remaining provisions shall remain effective.

14.6 Acendae reserves the right to update these GPC. Updated versions shall apply after notification to Suppliers.

15.1 All Agreements between Acendae and the Supplier shall be governed exclusively by the laws of the Netherlands.

15.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

15.3 The Parties shall attempt to resolve disputes amicably before initiating legal proceedings.

15.4 Any disputes arising from or relating to an Agreement shall be submitted exclusively to the competent courts in the Netherlands where Acendae B.V. has its registered office, unless mandatory Dutch law requires otherwise.