General Terms and Conditions

1. Applicability & contract hierarchy

These General Terms and Conditions apply when referenced in, attached to or incorporated by any proposal, quotation, order form, statement of work, services agreement or other written commercial agreement between the Client and Locatix.

For these Terms, the document that sets out the specific services, fees and commercial terms is the "Engagement Document."

The Engagement Document defines the services purchased, fees, term, deliverables, performance commitments, exclusions and client responsibilities.

If documents conflict, the following order of precedence applies:

• The signed or otherwise accepted Engagement Document
• Any schedules or addenda expressly incorporated into it
• These General Terms and Conditions

Earlier decks, indicative commercial terms, emails and discussions do not override the Engagement Document unless expressly incorporated into it.

2. Services & scope

Locatix provides business-to-business commercial, marketing and related professional services. The examples below illustrate services Locatix may provide. They do not define what is included in any engagement unless expressly stated in the Engagement Document.

• Enterprise Pipeline: named-account outbound, account development, campaign execution and opportunity development
• Media and proof: websites, sales assets, expert media, webinars and distribution
• Project origination: strategic projects, capital, partnerships and off-market conversations
• GTM accelerator, platform builds and partner arrangements where scoped in writing

Regulated activities

Unless expressly agreed in writing and performed through an appropriately authorised party, Locatix does not provide legal, tax, accounting, investment, securities, brokerage, placement-agent, underwriting or other regulated professional advice or services.

Project Origination may include commercial research, target identification, outreach, introductions and opportunity development, but does not by itself authorise Locatix to execute transactions, bind the Client, handle client funds or perform regulated activities.

Deliverables, timelines, service levels, channels, account coverage, reporting, success criteria and exclusions are defined only in the applicable Engagement Document.

3. Payment

Fees, billing frequency and payment due dates are set out in the applicable Engagement Document. Unless stated otherwise, fees are payable in advance or according to the invoicing schedule in that document.

• Invoices are payable within the period stated on the invoice or in the Engagement Document
• Amounts are exclusive of VAT and other applicable taxes unless stated otherwise
• Payments are made in EUR or USD, or another currency agreed in writing
• Locatix may suspend work while any undisputed invoice remains overdue
• Overdue amounts may accrue statutory commercial interest and reasonable recovery costs permitted by law

4. Delivery, client responsibilities & changes

• Timelines and milestones are agreed in the Engagement Document
• Delays caused by late client feedback, missing access or changed instructions may affect delivery dates
• The client provides accurate information, approvals, access and lawful instructions
• Minor revisions within agreed scope may be included as stated in the Engagement Document
• Material scope changes require written agreement and may require additional fees

Locatix may rely on third-party platforms, data providers and software in performing the services. Locatix does not warrant uninterrupted availability of third-party services or the completeness or accuracy of third-party data and is not responsible for changes, restrictions or outages outside its reasonable control.

5. Data protection & third-party services

Each party complies with applicable data-protection law, including the GDPR where it applies.

• Controller, joint controller or processor roles are determined by the processing and documented where required
• Each party is responsible for establishing its own lawful basis, transparency obligations and data-subject handling where it acts as a controller
• Where Locatix processes personal data solely on the Client's documented instructions as processor, the parties will enter into a data processing agreement where legally required
• Locatix may use appropriate subprocessors and platform providers for service delivery
• Direct-marketing preferences and privacy notices are addressed in Locatix's Privacy Policy

6. Confidentiality & intellectual property

Confidentiality

• Each party keeps the other party's confidential information confidential and uses it only for the engagement
• Confidentiality obligations do not apply to information that is already public, already lawfully known, independently developed, received lawfully from a third party without restriction, or required to be disclosed by law or competent authority
• Confidentiality obligations survive termination of the engagement

Intellectual property

• The client retains ownership of its pre-existing brand, content, data and proprietary materials
• Ownership of deliverables and usage rights are defined in the Engagement Document
• Locatix retains ownership of its pre-existing methods, templates, tools and know-how
• Locatix may reference the client as a customer with prior approval where required by the Engagement Document

7. Term, suspension & termination

Initial term, renewal, notice periods and any performance remedies are defined in the Engagement Document.

Locatix may suspend or terminate services if fees remain overdue after notice, the client instructs unlawful activity, required dependencies remain unavailable, or the client commits a material breach not remedied after notice.

On termination, amounts due for work performed, committed third-party costs and non-cancellable obligations remain payable unless the Engagement Document states otherwise.

8. Limitation of liability

Locatix does not guarantee closed revenue, contract awards, transaction completion or client sales performance. Qualified-pipeline commitments apply only if expressly agreed in the Engagement Document.

• Neither party is liable for indirect, consequential or loss-of-profit damages
• Locatix's aggregate liability is limited to fees paid under the relevant engagement in the twelve months before the claim
• If no fees have been paid, liability is limited to fees payable for the first billing period under that Engagement Document

Nothing in these Terms limits or excludes liability to the extent such limitation or exclusion is prohibited by applicable law.

9. General provisions

Entire agreement

The Engagement Document, its incorporated schedules and these General Terms constitute the agreement between the parties concerning the applicable services. Agreements may be accepted and signed electronically and in counterparts.

Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including platform outages, government action, labour disputes or network failures.

Independent contractor

Locatix acts as an independent contractor. Nothing creates employment, agency, partnership or joint venture.

Assignment

Neither party may assign an engagement without prior written consent, except Locatix may assign to an affiliate or in connection with a reorganisation or sale, provided the assignee assumes the obligations.

Governing law

These General Terms are governed by the laws of the Netherlands. The competent courts in the Netherlands have exclusive jurisdiction, unless mandatory law requires otherwise.

Notices

Formal notices must be in writing to the contacts stated in the Engagement Document, or otherwise to the email address or registered office of the receiving party.

Severability & no waiver

Invalid provisions are replaced to the extent permitted by law; the remainder stays in effect. Failure to enforce a provision is not a waiver.

Changes

Locatix may publish updated General Terms on its website. For a specific engagement, the version in force on that engagement's effective date applies unless both parties agree otherwise in writing. Website publication alone does not change an existing engagement.