General Terms and Conditions HSC

March 4, 2026

Definitions

• Cyrus West Field, acting under the name Huijskens Sassen Communications (HSC), located at 4th floor, Moermanskkade 317, 1013 BC in Amsterdam, Chamber of Commerce number 82977488, is referred to in these general terms and conditions as the Service Provider.
• The counterparty of ‘the Service Provider’ is referred to in these general terms and conditions as ‘the Client’.
• The term ‘Parties’ shall mean, collectively, the Service Provider and the Client.
• The agreement refers to the agreement for the provision of services between the Parties.

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Article 1: Applicability of general terms and conditions

1. These terms and conditions apply to all proposals, offers, work, agreements and deliveries of services or goods by or on behalf of the Service Provider.
2. Deviations from these terms and conditions are only possible if explicitly agreed, and in writing by both Parties.

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Article 2: Offers and proposals

1. Every offer made by the Service Provider (e.g. in proposals, offers or correspondence) is a non-binding offer (ex. Article 6:219, paragraph 2 of the Dutch Civil Code).
2. The Service Provider’s offers are valid for a maximum of 1 month, unless a different acceptance period is specified in the offer. If the offer is not accepted within the specified period, the offer will expire.
3. The prices associated with the offer referred to in Article 2.1 are exclusive of 5% office costs (unless office costs are explicitly stated in the corresponding communication), VAT and other government levies, as well as any costs to be incurred in connection with the agreement (including shipping and administration costs). Out-of-pocket costs will only be charged if agreed in advance. Commuting time is also charged. The evening rate (after 6 p.m. CET) is 150% and the weekend rate is 200% of our regular rates.
4. A composite quotation does not oblige the Service Provider to perform part of the assignment for a corresponding part of the quoted price.
5. If the acceptance deviates (on minor points) from the offer included in the proposal, this will be considered a new offer by the other party (ex. Article 6:225, paragraph 1 of the Dutch Civil Code). These general terms and conditions are deemed to form an integral part of such an offer.
6. Offers or quotations do not automatically apply to future engagements.
7. Upon acceptance of a non-binding proposal or offer, the Service Provider may still withdraw the proposal or offer within 3 days of receipt of the acceptance, without the Client being able to derive any rights from this. 

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Article 3: Agreement term

1. The agreement between the Service Provider and the Client is made for an indefinite period, unless the nature of the agreement dictates otherwise or the Parties agree otherwise in writing.
2. If a deadline has been agreed within the term of the agreement for the completion of certain work, the Service Provider is only obliged to make effort to complete that work within that period (and the deadline is therefore not a strict deadline).

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Article 4: Execution of the agreement

1. The Service Provider is partly dependent on third Parties (including, but not limited to, media and journalists, subcontractors or other stakeholders) to achieve the results intended by the parties. For this reason, among others, the agreement to be concluded between the Parties only imposes an obligation of best efforts on the Service Provider. It follows that the Service Provider does not guarantee that the efforts it makes will lead to the desired result.
2. The Service Provider shall perform the agreement to the best of its knowledge and ability and as a professional contractor (ex. article 7:401 of the Dutch Civil Code). The Service Provider is entitled to engage agents or auxiliary persons under its supervision, such as subcontractors or freelancers.
3. In consultation with the Client, one or more employees of the Service Provider will be designated to initially implement the agreement concluded with the Client. The Service Provider may have one or several other employees perform the same work as a replacement.
4. The Service Provider shall report regularly to the Client on its activities. If necessary, a reporting frequency can be agreed upon.
5. If (in the opinion of the Service Provider) proper performance of the agreement requires it, the Service Provider has the right to have work carried out by third Parties. The costs of this involvement will be charged to the Client.
6. If employees or third Parties engaged by the Service Provider perform work at the Client’s location or at a location designated by the Client in the context of the assignment, the Client shall provide the facilities reasonably required by those employees and third Parties. The Client shall also bear the costs of this.

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Article 5: Amendments to the agreement

1. If, during the performance of the agreement, it becomes apparent that a material modification or addition to the work to be performed is necessary for proper execution, the Parties shall amend the agreement accordingly in a timely manner and through mutual consultation. The term ‘material’ shall be understood to mean: an increase of 50% or more of the budget agreed between the Client and the Service Provider, or an increase of a different amount if so agreed.

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Article 6: Client’s information obligation

1. The Client shall make all information relevant to the performance of the assignment available to the Service Provider.
2. The Client is obliged to provide all information and documents that the Service Provider deems necessary for the proper execution of the assignment in a timely manner and in the desired form and manner.
3. The Client guarantees the accuracy, completeness and reliability of the information and documents provided to the Service Provider, even if these originate from third Parties, unless the nature of the assignment dictates otherwise.
4. If the Client provides the Service Provider with information carriers, electronic files or software, etc., the Client guarantees that the information carriers, electronic files or software are free of viruses and defects.
5. The Client indemnifies the Service Provider against any damage whatsoever resulting from failure to comply with the provisions of the first paragraph of this article.
6. If and insofar as the Client so requests, the Service Provider shall return the relevant documents.
7. The Client guarantees that any information and/or materials provided by them to the Service Provider may be freely used by the Service Provider in the performance of the agreement. The Client indemnifies the Service Provider against any claims from third Parties relating to intellectual property rights to materials or information provided by the Client that are used in the performance of the agreement.
8. If the information and/or materials required for the performance of the agreement are not provided to the Service Provider in a timely manner, the Service Provider is entitled to suspend the performance of the agreement.
9. If the Client fails to provide the information and documents requested by the Service Provider, or fails to do so in a timely or proper manner, resulting in a delay in the execution of the assignment, the resulting additional costs and additional fees shall be charged to the Client.

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Article 7: Exclusion of liability / indemnification

1. The Service Provider is not liable for damage resulting from this agreement, unless the Service Provider has caused the damage intentionally or through gross negligence.
2. The Service Provider is not liable for any damage of any kind caused by the use of incorrect and/or incomplete information or materials provided by the Client.
3. The Service Provider is not liable for the manner in which third Parties approached by the Service Provider in consultation with the Client implement the agreements made with them. Nor is the Service Provider liable for the consequences thereof.
4. The Client indemnifies the Service Provider against any claims from third Parties who suffer damage in connection with the execution of the agreement and hold the Service Provider liable for this.
5. Any liability for damage arising from or related to the execution of an agreement is always limited to the amount paid in the relevant case by the (professional) liability insurance policy or policies taken out. This amount will be increased by the amount of the excess in accordance with the relevant policy.
6. The limitation of liability also applies if the Service Provider is held liable for damage resulting directly or indirectly from the improper functioning of the equipment, software, data files, registers or other items used by the Service Provider in the execution of the assignment.
7. The liability of the Service Provider for damage resulting from intent or deliberate recklessness on the part of the Service Provider, its manager or subordinates is not excluded.

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Article 8: Client liability

1. If an order is placed by more than one person, each of them shall be jointly and severally liable for the amounts owed to the Service Provider under that order.
2. If an order is placed directly or indirectly by a natural person on behalf of a legal entity, this natural person may also be the private Client. This requires that this natural person can be regarded as the (co-)decision-maker of the legal entity.
3. In the event of non-payment by the legal entity, the natural person is therefore personally liable for payment of the invoice, regardless of whether it has been issued, at the request of the Client or not, in the name of a legal entity or in the name of the Client as a natural person or both.

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Article 9: Fee

1. The Parties may agree on a fixed fee upon conclusion of the agreement.
2. If no fixed fee is agreed, the fee will be determined on the basis of the actual hours worked. The fee will be calculated in accordance with the Service Provider’s usual hourly rates applicable for the period in which the work is performed, unless a different hourly rate has been agreed.
3. If the Service Provider agrees a fixed fee or hourly rate with the Client, the Service Provider is entitled to increase this fee or rate every quarter. The Service Provider will notify the Client in writing of its intention to increase the fee or rate. The Service Provider will state the extent of the increase and the date on which it will take effect. The most recent indexation (10% to correct for inflation in recent years) takes effect on April 1st, 2026.
4. In the event of a price increase as described in Article 9.3, the Client is entitled to terminate the agreement if the increase in the fee or rate exceeds 15%. The Client is not entitled to terminate the agreement if the authority to increase the fee or rate arises from a statutory right.
5. If the Client wishes to exercise its right of termination as referred to in Article 9.4, it must notify the Service Provider in writing within 14 days of the Service Provider notifying it of the increase in accordance with Article 9.3.

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Article 10: Payment terms

1. Invoices for work performed or goods delivered by the Service Provider must be paid within 14 days of the invoice date, unless a different payment term has been agreed in writing.
2. Payments shall be made without any recourse to suspension or set-off by transferring the amount due to the bank account number specified by the Service Provider.
3. The Client is obliged to provide sufficient security for the fulfilment of its existing and future obligations towards the Service Provider at the Service Provider’s first request. If, in the opinion of the Service Provider, the security provided has become insufficient, the Client is obliged to increase or replace that security upon request.
4. The Service Provider may require a deposit upon entering into any agreement.
5. The Client is not entitled to set off any claims the Client may have against the Service Provider or to compensate them in any other way with claims the Service Provider may have against the Client.

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Article 11: Consequences of late payment

1. If the Client fails to pay any amount owed to the Service Provider on time and/or in full, the Service Provider shall be entitled to (a) suspend its work, and (b) terminate the agreement (in whole or in part). As a result, the Client will not be entitled to any compensation from the Service Provider. The Service Provider remains entitled to the compensation specified in the relevant agreement.
2. If the Client fails to make any payment to the Service Provider (including instalment payments) on time or in full, the Client shall be in default by operation of law, without any reminder or further notice of default being required.
3. If the Client is in default towards the Service Provider, or in the event of (provisional) suspension of payment or bankruptcy of the Client, all amounts owed by the Client to the Service Provider shall become immediately due and payable in full, without any summons or notice of default being required.
4. In the event of late payment of any amount owed by the Client to the Service Provider, the Client shall, without any summons or notice of default being required, owe interest on the outstanding amount from the due date until the date of full payment, at a rate equal to the statutory commercial interest rate (ex art 6:119a of the Dutch Civil Code).
5. If the Client remains in default, the Service Provider will proceed with collection. The costs associated with this collection will be borne by the Client. If the Client is in default, it shall owe the Service Provider, in addition to the principal sum, statutory (commercial) interest, extrajudicial collection costs and other damages. The collection costs shall be calculated on the basis of the Extrajudicial Collection Costs (Limitation) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).

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Article 12: Retention of title / transfer of risk

1. Any items located at the Client’s premises, as well as the goods and components delivered, shall remain the property of the Service Provider until the Client has paid the full agreed price. Until that time, the Service Provider may invoke its retention of title and reclaim the items.
2. If any agreed advance payments are not made or are not made on time, the Service Provider has the right to suspend the work until the agreed part has been paid. This is referred to as creditor’s default. In that case, late delivery cannot be held against the Service Provider.
3. The Service Provider is not authorised to pledge or encumber in any other way the items subject to its retention of title.
4. If goods have not yet been delivered but the agreed advance payment or price has not been paid in accordance with the agreement, the Service Provider has the right of retention. The goods will then not be delivered until the Client has paid in full and in accordance with the agreement.
5. In the event of liquidation, insolvency or suspension of payment on the part of the Client, the Client’s obligations shall become immediately due and payable.
6. In the event that the Service Provider wishes to exercise its property rights as referred to in this article, the Client hereby grants the Service Provider or third Parties designated by the Service Provider unconditional and irrevocable permission to enter all locations where the Service Provider’s property is located and to take back such property.

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Article 13: Intellectual property and copyright

1. Unless the Parties have agreed otherwise in writing, the Service Provider retains all intellectual property rights (including copyright, patent rights, trademark rights, design rights, etc.) to all designs, drawings, documents, data carriers or other information, proposals, images, sketches, etc.
2. The specified intellectual property rights may not be copied, shown to third Parties and/or made available or used in any other way without the written consent of the Service Provider.
3. The Client is obliged to maintain confidentiality regarding the confidential information provided to it by the Service Provider.
4. For the purposes of this article, ‘confidential information’ shall include, at a minimum, all information to which this article applies, as well as any business-related data.
5. The Client agrees to make its staff and/or third Parties involved in carrying out this agreement sign a written confidentiality agreement that covers the scope of this clause.

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Article 14: Force majeure

1. Force majeure is understood here to mean any circumstance beyond the control of the Service Provider, whether or not foreseeable at the time of the conclusion of the agreement, as a result of which the fulfilment of the relevant obligation of the Service Provider under the agreement must be considered temporarily or permanently unreasonable. If, in the reasonable opinion of the Service Provider, the performance of the obligation in question would bring it into conflict with any other Client, this shall also be deemed to constitute force majeure on the part of the Service Provider.
2. In the event that the Service Provider is unable to fulfil an obligation under the agreement due to force majeure, the relevant obligation of the Service Provider will be suspended for the duration of the force majeure. In such a case, the Service Provider will inform the Client as soon as possible.
3. If the force majeure lasts longer than 30 days, the Service Provider has the right to terminate the agreement in whole or in part with regard to the obligations affected by force majeure by giving written notice to the Client. In that case, the Client shall not be entitled to any compensation whatsoever. In that case, the Service Provider shall, in consultation with the Client, ensure that the work still to be performed is transferred to third Parties.
4. If the transfer of the work entails additional costs for the Service Provider that are reasonably attributable to the Client, these will be charged to the Client. The Client will pay these costs upon first request.

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Article 15: Termination

1. Both Parties may terminate the agreement in writing with due observance of a notice period of 3 months, unless otherwise agreed in writing.
2. The Parties may not terminate an agreement prematurely if a fixed-term collaboration has been agreed against a fixed monthly, half-yearly or annual fee (fixed fee). Fixed-term collaborations end at the end of the agreed contract term, unless they are extended with the consent of both Parties.
3. If the agreement is terminated prematurely by the Client, the Service Provider is entitled to compensation for the resulting and demonstrable loss of business (including, but not limited to, the loss of work for employees whom the Service Provider has recruited, engaged or retained for the performance of the agreement with the Client). Furthermore, the Client shall then be obliged to pay the invoices for the work performed up to that point.
4. If the agreement is terminated prematurely by the Service Provider, the Client will not be entitled to compensation. In that case, the Service Provider will, in consultation with the Client, ensure that the work still to be performed is transferred to third Parties, unless the termination is based on facts and circumstances attributable to the Client.
5. If the transfer of the work results in additional costs for the Service Provider, the Client will reimburse these costs.

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Article 16: Notice of default

1. If the Client believes that the Service Provider is not properly fulfilling (part of) the agreement, the Client must notify the Service Provider in writing within 5 days of discovery, but no later than 10 days after completion of the relevant work. Failure to do so will result in the Client forfeiting any claims for compensation in any form whatsoever.
2. The notice of default must include as detailed a description of the shortcoming as possible, so that the Service Provider is able to respond adequately.
3. If the Service Provider agrees with the Client that he has not properly fulfilled (part of) the agreement, he will still fulfil it as agreed, unless this has become demonstrably pointless for the Client. The latter must be communicated by the Client in writing and must be accompanied by a detailed explanation.
4. If it is no longer possible or meaningful to perform the agreed work, the Parties must consult on how the Service Provider can still be of service to the Client.

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Article 17: Suspension and termination

1. The Service Provider is authorised to suspend the fulfilment of its obligations or to terminate the agreement if:
   
   1. the Client fails to fulfil its obligations under the agreement, either in whole or in part;
   2. circumstances that come to the attention of the Service Provider after the agreement has been concluded give good reason to fear that the Client will not fulfil its obligations;
   3. the Client was requested to provide security for the fulfilment of its obligations under the agreement upon conclusion of the agreement and this security is not provided or is insufficient.
2. The Service Provider is authorised to terminate the agreement if circumstances arise that are of such a nature that fulfilment of the agreement is impossible or can no longer be expected of them in accordance with standards of reasonableness and fairness, or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected of the Service Provider.
3. If the agreement is terminated, the Service Provider’s claims against the Client will become immediately due and payable. If the Service Provider suspends the fulfilment of its obligations, it will retain its claims under the law and the agreement.
4. The Service Provider always reserves the right to claim fulfilment and/or additional or replacement compensation.
5. The Client waives the right to suspend the fulfilment of any obligation arising from this agreement.

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Article 18: Transfer of rights

1. The rights of a party under this agreement may not be transferred without the prior written consent of the other party. This provision constitutes a clause with property law effect as referred to in Article 3:83, paragraph 2 of the Dutch Civil Code.

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Article 19: Expiration of the claim

1. Any right to compensation for damage caused by the Service Provider shall in any case expire 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

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Article 20: Nature of the agreement

1. The Parties have entered into an agreement for the provision of services.

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Article 21: Insurance

1. The Client undertakes to adequately insure and keep insured against, among other things, fire, explosion, and water damage as well as theft, all goods delivered that are necessary for the performance of the underlying agreement, as well as any goods of the Service Provider that are located at the Client’s premises, and any goods delivered subject to retention of title.
2. The Client shall provide the policy for this insurance for inspection upon first request.

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Article 22: Confidentiality

1. The Client shall keep all information confidential (in whatever form) received from the Service Provider and all other information concerning the Service Provider which it knows or reasonably suspects to be confidential or secret, or information which it can expect to cause damage to the Service Provider if disclosed, and shall take all necessary measures to ensure that the Client also keeps the said information confidential.
2. The confidentiality obligation referred to in the first paragraph of this article does not apply to information:
   
   1. which was already public at the time the Client received this information or has subsequently become public without a breach of any confidentiality obligation incurred by the Client.
   2. which the Client can prove was already in its possession at the time of its provision by the Service Provider.
   3. which the Client has received from a third party who was entitled to provide this information to the Client.
   4. which is made public by the Client on the basis of a legal obligation.

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Article 23: Fine for breach of confidentiality obligation

1. If the Client violates the article of these general terms and conditions regarding confidentiality, the Client shall owe the Service Provider an immediately payable penalty of €5,000.00 for each violation and, in addition, an amount of €500.00 for each day that the violation continues. This applies regardless of whether the breach can be attributed to the Client. Furthermore, no prior notice of default or legal proceedings are required for this penalty to be imposed. Nor does any form of damage need to have been caused.
2. This penalty shall be payable without prejudice to the Service Provider’s right to claim additional damages.

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Article 24: Non-transfer of staff

1. The Client shall not employ any employees of the Service Provider (or of companies that the Service Provider has engaged to perform this agreement and that are or have been involved in the performance of the agreement). Nor shall the Client allow them to work for the Client in any other way, either directly or indirectly.
2. The prohibition in paragraph 1 applies for the duration of the agreement and for one year after its termination. There is one exception to this prohibition: the Parties may make other agreements in good business consultation with each other. These agreements apply to the extent that they are recorded in writing.

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Article 25: Amendment to the general terms and conditions

1. The Service Provider may amend or supplement these general terms and conditions at any time.
2. Minor changes may be made at any time.
3. The Service Provider will discuss any major changes to the agreement with the Client in advance as far as possible.

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Article 26: Competent court

1. Any disputes between the Client and the Service Provider, in respect of which the court has exclusive jurisdiction, shall be subject to the exclusive jurisdiction of the competent court in Amsterdam, without prejudice to the Service Provider’s right to bring the matter before the court with jurisdiction according to the law.

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Article 27: Applicable law

1. All agreements between the Service Provider and the Client are governed by Dutch law.

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Article 28: Where to find the terms and conditions

1. These terms and conditions have been filed at the Chamber of Commerce in Amsterdam.