Terms and conditions  Insider Club

Definitions

1. Insider Club.
2, Customer: the person with whom Insider Club has entered into an agreement.

3. Parties: Insider Club and Customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.

‘Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of
services or products by or on behalf of Insider Club.

2. The parties can only deviate from these terms and conditions if they have expressly agreed to this in writing.

3. The parties explicitly exclude the applicability of additional and/or deviating general terms and conditions of the customer or of third parties.

Prices

1. All prices charged by Insider Club are in euros, including VAT and excluding any other costs such as administration costs,
levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.

2. All prices that Insider Club uses for its services, on its website or otherwise made known, Insider Club can change at any time .

3. The parties agree on a total amount as target price for a service provided by Insider Club, unless the parties have explicitly
agreed on a fixed price in writing, which cannot be deviated from.

4. Insider Club is entitled to deviate up to 10% from the target price.

5. If the target price is more than 10% higher, Insider Club must inform the customer in good time why a higher price
is justified.

6. If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds
the target price increased by 10%.

7. Insider Club has the right to adjust the prices annually.

8. Before taking effect, Insider Club will communicate price adjustments to the customer.

9. The consumer has the right to terminate the agreement with Insider Club if he does not agree with the price increase.

Payments and payment term

1. Insider Club may, upon entering into the agreement, require a down payment of up to 50% of the agreed amount.

2.. The customer must make payments afterwards within 1 month after delivery.

3. Payment terms are regarded as strict payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default and in default, without Insider Club having to send the customer a reminder or notice of default. 

4. Insider Club reserves the right to make delivery dependent on immediate payment or to demand security for the total amount of the services or products.

Consequences of not paying on time

1. If the customer does not pay within the agreed term, Insider Club is entitled to charge the statutory interest of 2% per month for non-commercial transactions from the day that the customer is in default, whereby part of a month for a whole month is counted.

2. When the customer is in default, he is also due to pay extrajudicial collection costs and any compensation to Insider Club

3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.

4. If the customer does not pay on time, Insider Club may suspend its obligations until the customer has
fulfilled his payment obligation.

5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, Insider Club’s claims against the
customer are immediately due and payable.

6. If the customer refuses to cooperate with the implementation of the agreement by Insider Club, he is still obliged
to pay the agreed price to Insider Club.

Right of withdrawal
|. A consumer can cancel an online purchase during a cooling-off period of 14 days without giving any reason, provided that:

+ the service does not concern accommodation, requirements, restaurant business, transport, catering assignment or form of leisure activity

+ it does not concern an (order for) urgent repair

+ it does not concern bets and/or lotteries

+ the consumer has not waived his right of withdrawal

+ it does not concern a service that is fully performed with the consent of the customer within the 14 calendar days reflection period and
where the customer has explicitly stated that he waives the right of withdrawal.

2. The cooling-off period of 14 days as referred to in paragraph 1 commences:
* as soon as the consumer has concluded the contract for the provision of the service
* as soon as the consumer has confirmed that he will purchase digital content via the internet

3.. The consumer can make his appeal to the right of withdrawal known via info@insiderclub.nl, if desired using the

revocation form that can be downloaded from ACM’s website, https://www.acm.nl/sites/default/files/old_publication/publicaties/12754_modelformulier-ontbinding-herroeping-2014.pdfl.

Right of suspension

Unless the customer is a consumer, the customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Settlement

Unless the customer is a consumer, the customer waives his right to set off a debt to Insider Club against a claim against Insider Club

Insurance

1. The customer undertakes to adequately insure the following items and to keep them insured against , among other things, fire, explosion and
water damage as well as theft: present

* goods that have been delivered under retention of title
2. The customer shall provide the policy of these insurance policies for inspection at Insider Club’s first request.

Guarantee

When the parties have entered into an agreement of a service nature, this only contains an obligation of best efforts for Insider Club and therefore no obligation of result. 

Execution of the agreement

1. Insider Club executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

2. Insider Club has the right to have the agreed services (partially) performed by third parties.

3. The implementation of the agreement takes place in mutual consultation and after written agreement and payment of any agreed
advance by the customer.

4. It is the responsibility of the customer that Insider Club can start the implementation of the agreement in time.

5. If the customer has not ensured that Insider Club can start the implementation of the agreement in time, the resulting

resulting additional costs and/or extra hours for the account of the customer.

Information provision by the customer

1. The customer shall make all information, data and documents relevant to the correct execution of the agreement
available to Insider Club in a timely manner and in the desired form and manner.

2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available,
even if these originate from third parties, insofar as the nature of the agreement does not dictate otherwise.

3. If and insofar as the Customer so requests, Insider Club will return the relevant documents,

4. If the customer does not make the information, data or documents reasonably required by Insider Club available, or does not do so in time or properly, and
the execution of the agreement is delayed as a result, the resulting extra costs and extra hours will be borne by the customer. .

Duration of the agreement regarding a service

1. The agreement between Insider Club and the customer regarding a service or services is entered into for a period of 1 year, unless the
nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.

2. After the term referred to in paragraph 1 of this article has expired, the agreement will be tacitly converted into an agreement for an
indefinite period, unless 1 of the parties terminates the agreement with due observance of a notice period of months, or a
consumer terminates the agreement with due observance of a notice period of 1 (one) month, as a result of which the agreement ends by operation of law.

3. If the parties have agreed on a term for the completion of certain work within the term of the agreement, this is not a strict deadline. If this term is exceeded, the customer must give Insider Club written notice of default.

Cancel contract service for a definite period of time

1. The customer or consumer cannot cancel an agreement regarding a service that has been entered into for a definite period of time before 1 (one) year.

2. After the minimum term of 1 (one) year, the aforementioned agreement can be terminated by the customer with due observance of a notice period of 3 months,

3. After the minimum term of 1 (one) year, the aforementioned agreement can be canceled by a consumer with

subject to a notice period of 1 (one) month.

4. If the agreement regarding a service has been entered into for less than 1 (one) year, the agreement cannot be terminated prematurely.

disclaimer

The Customer indemnifies Insider Club against all third-party claims related to the products and/or services supplied by Insider Club.

Complaints

1.. The customer must examine a product or service provided by Insider Club as soon as possible for possible shortcomings.

2. If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform
Insider Club of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
.

3. Consumers must inform Insider Club of this within 2 months after discovering the shortcomings.

4. The Customer provides a description of the shortcoming in as much detail as possible, so that Insider Club is able to
respond adequately.

5. The customer must demonstrate that the complaint relates to an agreement between the parties.

6. If a complaint relates to ongoing work, this can in any case not lead to Insider Club being forced
to perform other work than has been agreed.

Notice of default

1. The customer must notify Insider Club of any notice of default in writing.
2. It is the responsibility of the customer that a notice of default actually reaches Insider Club (in time).

Joint and several liability customer

If Insider Club enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts they

owed to Insider Club under that agreement.

Liability Insider Club

1. Insider Club is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or
willful recklessness.

2. If Insider Club is liable for any damage, it is only liable for direct damage resulting from or related to
the execution of an agreement.

3. Insider Club is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.

4. If Insider Club is liable, this liability is limited to the amount
paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of
the damage amount, the liability is limited to (part of the) invoice amount to which the liability relates.

5. All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise
to compensation and/or (partial) dissolution of the agreement and/or suspension
of any obligation.

Expiry period

Any right of the Customer to compensation from Insider Club expires in any case 12 months after the event from which the liability
arises directly or indirectly. This does not exclude the provisions of Section 6:89 of the Dutch Civil Code.

Right to dissolution

1. The customer has the right to dissolve the agreement if Insider Club imputably fails in the fulfillment of its obligations,
unless this shortcoming does not justify termination due to its special nature or minor significance.
2. If the fulfillment of the obligations by Insider Club is not permanently or temporarily impossible, dissolution can only take place after
Insider Club is in default.
3. Insider Club has the right to dissolve the agreement with the customer if the customer does not fully or
timely fulfill his obligations under the agreement, or if Insider Club has become aware of circumstances that give him good grounds to fear that the
customer will not be able to properly fulfill his obligations.

Force of the majority

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming by Insider Club in the fulfillment of any
obligation towards the customer cannot be attributed to Insider Club in a situation independent of the will of Insider Club.
as a result of which the fulfillment of its obligations towards the customer is prevented in whole or in part or as a result of which the fulfillment
of its obligations cannot reasonably be expected from Insider Club.

2. The force majeure situation referred to in paragraph 1 also includes – but is not limited to: a state of emergency (such as civil war, insurrection,
riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power,
electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen
transport problems, bad weather conditions and work interruptions.

3. If a force majeure situation arises as a result of which Insider Club cannot fulfill 1 or more obligations towards the customer, those
obligations will be suspended until Insider Club can meet them again.

4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may
dissolve the agreement in whole or in part in writing.

5. Insider Club does not owe any (damage) compensation in a situation of force majeure, even if it enjoys any advantage as a result of the force majeure situation.

Change of the agreement

1. If, after concluding the agreement for its implementation, it appears necessary to change or supplement its content, the
parties will adjust the agreement accordingly in a timely manner and in mutual consultation.

2. The previous paragraph does not apply to products purchased in a physical store.

Change of general terms and conditions

1. Insider Club is entitled to change or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.

3. Insider Club will discuss major substantive changes with the customer in advance as much as possible.
4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights
1. Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior
written consent of Insider Club.
2. This provision applies as a clause with effect under property law as referred to in Section 3:83(2) of the Civil Code.
Consequences of nullity or voidability
1. If one or more provisions of these general terms and conditions appear to be void or voidable, this will affect the other provisions

of these terms and conditions.
2. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what Insider Club had in mind when drawing up the terms and conditions on that point.

Applicable law and competent court

1. Dutch law applies exclusively to every agreement between the parties.
2. The Dutch court in the district where Insider Club is established / has a practice / has an office is exclusively authorized to

resolve any disputes between the parties, unless the law prescribes otherwise.

Telephone number: 085 506 048 34
Email: info@insiderclub.nl
Website: www.insiderclub.io

Drafted December 4, 2022.