Article 1: General, applicability

• These terms and conditions of delivery (“the Terms“) have been prepared by Keesing Media Group B.V. (“Keesing“), having its registered office in (1043 CB) Amsterdam at Naritaweg 235, registered with the Chamber of Commerce of Amsterdam under number 34194861.
• These Terms and Conditions apply to all offers, quotations, agreements and assignments between Keesing and a third party (“Client“). Deviations from these terms and conditions only apply if Keesing has accepted them expressly and in writing.
• The applicability of any general terms and conditions used by the Client is excluded.

Article 2: Offers and formation of agreement

2.1 All offers and quotations of Keesing are subject to contract, unless otherwise indicated. The agreement (“the Agreement“) only comes into effect after the Client has accepted the offer of Keesing in writing.

2.2 Assignments, including any amendments, only bind Keesing if they have been confirmed in writing (including e-mail) by Keesing. Keesing may refuse an assignment without giving reasons and it is in that case not liable for any damage that arises and/or will arise, directly or indirectly, from such refusal.

2.3 Offers and quotations do not automatically apply to future assignments.

2.4 The Client is obliged to check the Agreement for accuracy and completeness. The Client must immediately report any deviations found, failing which the provisions apply as set out in the Agreement.

Article 3: Rates

3.1 When concluding the Agreement, Parties will agree on (hourly) rates for the (various parts of) Agreement.

3.2 The rates stated in offers, quotations and the Agreement are exclusive of VAT and any other government levies.

Article 4: Payment

4.1 The Client must pay the invoices of Keesing within 30 days of the invoice date. The Client cannot invoke suspension or set-off. Objections to the amount of invoices do not suspend the payment obligation.

4.2 If a payment is not made on time or in full, Keesing will send a reminder with a reasonable period to still pay the invoice, failing which the Client will be in default by operation of law. The Client in such case owes 8% interest per month or part thereof on the unpaid part. Interest on the due and payable amount is calculated from the moment the Client is in default until the moment the full amount is paid. Keesing may then discontinue or suspend all services for the Client with immediate effect without being liable for any damage caused by such suspension.

4.3 In the event of liquidation, bankruptcy, an attachment or a suspension of payments on the part of the Client, all of Keesing’s claims against the Client become immediately due and payable.

4.4 In the absence of timely payment, the Client is liable for all extra-judicial and actually incurred reasonable judicial costs, with a minimum of 15% on the principal sum due with a minimum of €40.

4.5 The Client has a period of three months from the invoice date to dispute the correctness of the invoice or to reclaim overpayments. After expiry of this period, no further claims can be made regarding the incorrectness of an invoice. A partial dispute of an invoice does not affect the obligation to pay the undisputed part.

Article 5: Services

5.1 Keesing will endeavour to deliver the agreed services within the agreed time.

5.2 If, for whatever reason, the agreed time period is exceeded, this does not give the Client the right to demand dissolution of the Agreement or to claim damages, unless otherwise agreed.

5.3 The Client will ensure that all information regarding which Keesing has indicated that it is necessary or regarding which the Client should reasonably understand that it is necessary to perform the Agreement, will be provided to Keesing a timely manner. If the information required for the performance of the Agreement has not been provided to Keesing on time, Keesing has the right to suspend the performance of the Agreement and/or to charge the costs resulting from the delay to the Client in accordance with the usual rates.

5.4 Keesing is not liable for any damage, of whatever nature, incurred as a result Keesing relying on incorrect and/or incomplete information provided by the Client.

5.5 If Parties have agreed that the Agreement will be performed in various phases, Keesing may suspend the performance of (parts of) a subsequent phase until the Client has approved the results of the preceding phase in writing and/or has paid (partial) invoices, if any.

Article 6: Engagement of third parties

6.1 Keesing has the right to make use of third parties selected by Keesing in the performance of the assignment/Agreement. Keesing stipulates, taking all circumstances into account, the best possible prices and conditions for the Client. The associated costs are at the expense of the Client. Keesing has been authorised by the Client to accept general terms and conditions and limitations of liability of third parties on behalf of the Client.

6.2 Keesing will ensure that these third parties invoice Keesing specifying all the goods and services provided per assignment.

6.3 If Keesing when performing the assignment makes use of third parties selected by the Client itself, the responsibility and liability for (the selection of) these third parties lies with the Client.

Article 7: Amendment of the Agreement

7.1 Parties will timely amend relevant parts of the Agreement in joint consultation if, during its performance, it appears that certain circumstances hinder or threaten to hinder the proper performance of the Agreement.

7.2 Both Keesing and the Client have the obligation to cooperate in amending the Agreement if it becomes apparent during the performance of the assignment that an amendment or extension is necessary to properly carry out the assignment. The additional costs associated with an amendment or extension will be borne by the Client, unless otherwise agreed.

7.3 If the Client wishes to amend or add to (parts of) the (performance of the) Agreement in the interim, this should immediately be discussed with Keesing. If Keesing agrees to the amendments or extensions, the associated additional costs will be borne entirely by the Client.

Article 8: Contract duration; execution deadline

8.1 The Agreement between Keesing and the Client is entered into for the agreed duration. If no specific time period as referred to above can be derived, either from the Agreement or from the offer, the Agreement is for an unfixed term. The notice period for the Client in that case is six (6) months. Termination by the Client must always be done in writing.

8.2 Any deadlines agreed within the duration of the Agreement for the completion of certain services are not strict deadlines. If a deadline is exceeded, the Client must always first in writing declare Keesing to be of default, granting it a reasonable term to still perform.

8.3 If the Client, for whatever reason, wishes to suspend the commencement date of the assignment and Keesing agrees to this, Keesing reserves the right to charge all the associated additional costs to the Client.

Article 9: Suspension and dissolution

9.1  Keesing is authorised to suspend the fulfilment of the obligations or to dissolve the Agreement, if:

• the Client does not or does not fully meet the obligations under the Agreement;
• circumstances that become known Keesing after the conclusion of the Agreement give it good reasons to fear that the Client will not fulfil its obligations. If there are good reasons to fear that Client will only partially or not properly perform, suspension is only allowed insofar as the failure justifies such action;
• the Client applies for and/or is granted a (temporary) suspension of payments, applies for bankruptcy or is declared bankrupt, goes into liquidation, discontinues its business or if a post-judgment attachment is levied on a considerable part of the assets of the Client.

9.2 Keesing is also authorised to dissolve the Agreement or have it dissolved if circumstances arise that are such that performance of the Agreement by Keesing is impossible or can no longer reasonably be demanded, or if other circumstances arise that are such that an unaltered continuation of the Agreement cannot reasonably be expected.

9.3 If the Agreement is dissolved, Keesing’s claims against and the Client become immediately due and payable. If Keesing suspends the fulfilment of obligations, it will retain its claims under the law and agreement.

9.4 Keesing always reserves the right to claim damages.

Article 10: Liability

10.1 The Party that imputably fails to fulfil its obligation(s) under this Agreement will be exclusively liable to the other Party for compensation of the direct damage suffered by the other Party, and not for consequential damage.

10.2 Neither Party may assert a right to damages other than as agreed in this Agreement.

10.3 The extent of any liability is at all times limited to a maximum of the invoice value of the services provided, through which or in connection with which the liability arose.

10.4 The limitation of the scope of liability as described in this Article does not apply in the event of intent or gross negligence.

10.5 Keesing is not liable for damage, of whatever nature, resulting from incorrect and/or incomplete information provided by the Client.

10.6 All claims of the Client expire six months after the services has been delivered for the assignment to which such claims relate.

Article 11: Indemnity

11.1 Keesing indemnifies the Client against claims of third parties regarding intellectual property rights on puzzle content and other materials provided by Keesing.

11.2 If Keesing is required to make use of equipment and/or infrastructural facilities such as an IT network of the Client, this will be done entirely at the Client’s risk.

Article 12: Force majeure

12.1 Parties are not obliged to fulfil any obligation if they are hindered to do so due to circumstances that cannot be attributed to own fault and that, neither under the law, a legal act nor general accepted views, should be at their expense.

12.2 In these Terms and conditions, the term force majeure means, in addition to how it is understood under the law and case-law, all external causes, foreseen or unforeseen, which are beyond Keesing’s control but as a result of which Keesing is unable to fulfil the obligations, including work strikes at Keesing’s business or at the businesses of third parties engaged by Keesing

12.3 Keesing is also entitled to invoke force majeure if the circumstance that prevents (further) performance arises after Keesing should have fulfilled its obligations.

12.4 Parties may suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two (2) months, each of the Parties is entitled to dissolve the Agreement, without any obligation to pay damages to the other Party.

12.5 To the extent that, at the time when the force majeure occurs, Keesing has already partially fulfilled or will be able to fulfil its obligations under the Agreement and independent value can be attributed to the part already fulfilled or to be fulfilled, Keesing will be entitled to separately invoice the part already fulfilled or to be fulfilled, respectively. The Client has the obligation to pay this invoice as if it were a separate Agreement.

12.6 Leesing is entitled to claim payment for the services carried out in the performance of the Agreement concerned, up to the time when the circumstance preventing performance occurred. In every other respect, Parties are not obliged to compensate any damage suffered by the other Party as a result of the force majeure situation.

Article 13: Confidentiality

13.1 Parties are obliged to keep confidential any information of a confidential nature provided to the other Party in connection with the assignment/Agreement.

13.2 Keesing undertakes in particular to keep confidential all confidential information and trade secrets of the Client of which Keesing is informed or that come to its attention in the context of the assignment, such as, for example, the Client’s marketing and advertising plans.

13.3  Keesing undertakes to agree on a confidentiality obligation in accordance with the above, with any third parties it has engaged.

Article 14: Intellectual Property

14.1 All intellectual property rights (including, but not exclusively, copyrights and trademark rights) and other rights (including, but not exclusively, rights to puzzle content and concepts) to all results (“Works“) of all services Keesing performs for the Client are vested in Keesing or its licensors. Parties will make more detailed arrangements in the Agreement between Keesing and the Client regarding the limited and non-exclusive right of use to be granted by Keesing to the Client in respect of the Works. The Client is expressly not allowed to use or otherwise re-use the Works outside the licence to be agreed. The re-use of (parts of) the Works by the Client is not allowed unless otherwise agreed.

14.2 In any use of the Works, disclosure or distribution – in any form – the Client must always clearly state the following text: “All rights reserved.”

14.3 The Client is expressly not permitted to use the delivered Works to train or enrich artificial intelligence systems (such as, but not limited to, machine learning models, algorithms or generative AI), except with Keesing’s express prior written consent.

Article 15: Applicable law and jurisdiction

15.1 All agreements and legal relationships with Keesing are governed exclusively by Dutch law.

15.2 All disputes will be submitted exclusively to the competent court of Amsterdam.

These terms and conditions of delivery were drawn on 1 July 2025