General terms and conditions

Article 1. Definitions and applicability

1.1 In these general terms and conditions, "Payments Consulting Strategy", "we" or "us" means Payments Consulting Strategy, trading as Leakproof Payments, registered with the Netherlands Chamber of Commerce (KvK) under number 99888556. "Client" means any business that requests an offer from us or enters into an agreement with us. "Agreement" means any agreement between us and the Client for the provision of services. "Services" means all consulting, advisory and related services we provide. "Website" means leakproofpayments.com.

1.2 These general terms and conditions apply to every offer, Agreement and Service, and to the use of the Website.

1.3 Our Services are intended exclusively for businesses acting in the course of their profession or business, and not for consumers.

1.4 The applicability of the Client's own general terms and conditions is expressly rejected.

1.5 Deviations from these general terms and conditions are only valid if agreed in writing, and apply only to the Agreement concerned. "In writing" includes email.

Article 2. Use of the Website

2.1 The information on the Website, including articles, examples, the calculator and the scorecard, is provided for general information purposes only. It does not constitute advice and is not tailored to the situation of any specific business.

2.2 Results of the calculator and the scorecard are indicative estimates, based on assumptions and on the information entered by the user. No rights can be derived from them.

2.3 We take care to keep the Website accurate and available, but we do not guarantee that its information is complete, correct or up to date, or that the Website is available without interruption. We are not liable for any damage resulting from the use of the Website or of the information on it, or from its unavailability.

2.4 All content of the Website, including texts, graphics, logos and tools, is protected by intellectual property rights that belong to us or our licensors. It may not be copied, reproduced or published without our prior written consent, except for sharing a link to the Website.

2.5 The Website may contain links to websites of third parties. We are not responsible for the content or privacy practices of those websites.

Article 3. Offers and agreements

3.1 All offers are without obligation and valid for 30 days, unless stated otherwise in the offer.

3.2 An Agreement is concluded when the Client accepts our offer in writing, or when we start performing the Services at the Client's request, whichever occurs first.

3.3 The content and scope of the Services are set out in the Agreement. Additional work is only performed after it has been agreed in writing, and is charged at our applicable rates.

3.4 Timelines stated by us are estimates and are not strict deadlines, unless expressly agreed otherwise in writing.

Article 4. Performance of the Services

4.1 We perform the Services to the best of our knowledge and ability. Our obligations are obligations to use best efforts (inspanningsverplichting) and not obligations to achieve a specific result, unless expressly agreed otherwise in writing.

4.2 Analyses, estimates and forecasts, including expected savings, revenue improvements or approval rates, are based on the information available at the time and on assumptions. We do not guarantee that they will be achieved.

4.3 We determine how the Services are performed and act as an independent contractor. No employment relationship arises between us and the Client.

4.4 We may engage third parties in the performance of the Services.

4.5 We are free to provide services to other parties, including businesses active in the same market as the Client.

Article 5. Obligations of the Client

5.1 The Client shall provide, in a timely manner, all information, data, access and cooperation that we reasonably require for the performance of the Services. The Client guarantees that this information is complete and correct, and that it is entitled to provide it to us.

5.2 The Client is solely responsible for all decisions taken on the basis of our Services and for their implementation, including the selection of, and arrangements with, payment service providers and other third parties.

5.3 If the Client does not fulfil these obligations, or does not fulfil them in time, we may suspend the performance of the Services and charge the resulting additional costs at our applicable rates.

Article 6. Fees and payment

6.1 Our fees and invoicing schedule are set out in the Agreement. All amounts are in euros and exclusive of VAT and other government levies. Costs such as travel expenses are only charged if agreed in advance.

6.2 Invoices must be paid within 14 days of the invoice date, unless agreed otherwise in writing.

6.3 If the Client fails to pay on time, the Client is in default without any notice being required, and owes the statutory commercial interest (wettelijke handelsrente) on the outstanding amount, as well as all reasonable judicial and extrajudicial collection costs.

6.4 We may suspend the performance of the Services until all outstanding invoices have been paid in full.

6.5 Objections to an invoice must be submitted in writing within 14 days of the invoice date. An objection does not suspend the obligation to pay the undisputed part of the invoice.

6.6 We may adjust our rates once a year. Fixed prices agreed for an Agreement remain unchanged for the duration of that Agreement.

Article 7. Term, cancellation and termination

7.1 The term of an Agreement and any notice period are set out in the Agreement. If an Agreement for ongoing Services does not specify a notice period, either party may terminate it in writing with one calendar month's notice.

7.2 If the Client cancels or postpones Services after the Agreement has been concluded, the Client owes the fees for work already performed, the costs already incurred and any cancellation fee stated in the Agreement.

7.3 Either party may terminate the Agreement in writing with immediate effect if the other party materially breaches its obligations and fails to remedy the breach within 14 days of a written notice of default, or if the other party is declared bankrupt, is granted a suspension of payments or ceases its business.

7.4 Upon termination, all amounts for Services performed up to that date become immediately due. Provisions that by their nature are intended to survive termination, including those on confidentiality, intellectual property and liability, remain in force.

Article 8. Confidentiality

8.1 Both parties shall keep confidential all information received from the other party that has been designated as confidential, or whose confidential nature should reasonably be understood, and shall use it only for the performance of the Agreement.

8.2 This obligation does not apply to information that is publicly available, that was already lawfully known to the receiving party, that was lawfully obtained from a third party, or that must be disclosed by law or by order of a court or competent authority.

8.3 The obligation of confidentiality continues for three years after the Agreement has ended.

Article 9. Personal data

9.1 We process personal data in accordance with our privacy statement, which is available on the Website.

9.2 Where we process personal data on behalf of the Client in the performance of the Services, the parties will enter into a data processing agreement. The Client guarantees that it is entitled to provide such personal data to us.

Article 10. Intellectual property

10.1 All intellectual property rights in our methods, models, templates, tools, know-how and other materials remain with us, also where they are used in or adapted for deliverables to the Client.

10.2 After full payment, the Client receives a non-exclusive and non-transferable right to use the deliverables for its own internal business purposes.

10.3 We may use knowledge gained in the performance of the Services for other purposes, provided that no confidential information of the Client is disclosed.

10.4 We will only refer to the Client by name, for example as a reference, with the Client's prior consent.

Article 11. Liability

11.1 Our liability is limited to direct damage resulting from an attributable failure in the performance of the Agreement.

11.2 We are not liable for indirect or consequential damage, including lost profit, lost revenue, missed savings, business interruption and reputational damage.

11.3 We are not liable for damage resulting from incorrect or incomplete information provided by the Client, from decisions taken or implemented by the Client, from acts or omissions of third parties, including payment service providers, card schemes and banks, or from fines or penalties imposed on the Client.

11.4 Our total liability is limited to the amount paid out under our professional liability insurance in the case concerned, increased by the applicable deductible. If no payment is made under that insurance, our liability is limited to the fees paid by the Client under the Agreement concerned during the six months preceding the event that caused the damage.

11.5 The limitations in this article do not apply if the damage is caused by intent or deliberate recklessness on our part.

11.6 Any claim for damages must be notified to us in writing within 30 days after the damage was discovered, and lapses if legal proceedings have not been initiated within one year after the event that caused the damage.

11.7 The Client indemnifies us against all claims by third parties related to the Services, unless the claim results from intent or deliberate recklessness on our part.

11.8 The limitations in this article also apply to all persons we engage in the performance of the Services.

Article 12. Force majeure

12.1 We are not liable for any failure or delay in performing our obligations caused by circumstances beyond our reasonable control, including illness, failures of internet, cloud or payment services, and government measures.

12.2 If a situation of force majeure lasts longer than 60 days, either party may terminate the Agreement in writing. Services performed up to that date will be invoiced.

Article 13. Applicable law and disputes

13.1 These general terms and conditions and all Agreements are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

13.2 The parties will first try to resolve any dispute amicably. If this does not succeed, the dispute will be submitted exclusively to the competent court in Amsterdam, the Netherlands.

Article 14. Amendments and final provisions

14.1 We may amend these general terms and conditions. The version that applies to an Agreement is the version in force when the Agreement was concluded. An amended version applies to an ongoing Agreement if the Client has not objected in writing within 30 days after being notified of it.

14.2 If any provision of these general terms and conditions is invalid or void, the remaining provisions remain in full force. The invalid provision will be replaced by a valid provision that comes as close as possible to its original purpose.

14.3 These general terms and conditions are drawn up in English. In the event of any inconsistency with a translation, the English version prevails.

Version 1.0, 7 November 2026.