Professional Services Agreement (Overeenkomst van Opdracht)

THE PARTIES

Sequaint Labs B.V., registered with the KvK under number 42031044, located at Reigerlaan 11, 2106 DE, Heemstede, North-Holland, Netherlands, hereinafter referred to as the "Contractor";

[Client Company Name], registered under number [Registration Number], located at [Address], hereinafter referred to as the "Client".

HEREBY AGREE AS FOLLOWS

1. Scope of Engagement

1.1 The Client engages the Contractor to perform professional services (the "Services"), as detailed in a separate Statement of Work (SOW) or proposal attached to this Agreement.

1.2 This agreement qualifies as a contract for services (Overeenkomst van Opdracht) under section 7:400 of the Dutch Civil Code (Burgerlijk Wetboek).

2. Independence and Wet DBA Compliance

2.1 The Contractor acts as an independent contractor. In accordance with the guidance of the Dutch Chamber of Commerce (KvK) and the Dutch Tax Authorities (Belastingdienst) regarding the Deregulation of the Assessment of Employment Relationships Act (Wet DBA), this Agreement explicitly does not constitute an employment contract (arbeidsovereenkomst).

2.2 The Contractor is free to determine the manner in which the Services are executed, provided they meet the agreed specifications and deadlines.

2.3 Independence and Mandates: The Contractor acts independently and determines how the Services are performed to achieve the agreed results. There is explicitly no employment relationship or HR authority (gezagsverhouding) between the Client and the Contractor. If the Services require the Contractor to represent the Client or act in a leadership role (e.g., Contracted CTO), this authority is granted strictly as a mandate (volmacht) governed by the specific boundaries of the Statement of Work.

3. Fees, Expenses, and Payment Terms

3.1 Unless stated otherwise, any quoted fees exclude VAT.

3.2 Out-of-pocket expenses (e.g., travel or specialized software licenses required specifically for the Client) will be charged to the Client at cost, subject to prior approval by the Client.

3.3 The Contractor will invoice the Client monthly or upon milestone completion. Invoices must be paid within 14 days of the invoice date. Late payments are subject to statutory commercial interest (wettelijke handelsrente) under Dutch law.

4. Intellectual Property

4.1 Background IP: The Contractor retains all rights, title, and interest in its pre-existing intellectual property, frameworks, systems, software, code, designs, patterns, processes, and general know-how ("Background IP").

4.2 Custom Deliverables: Upon full payment of all undisputed invoices, the Contractor assigns and transfers to the Client all exclusive rights, title, and interest in the custom software, code, and deliverables developed specifically for the Client under this Agreement ("Custom Deliverables").

4.3 Embedded Background IP: To the extent any Background IP is incorporated into the Custom Deliverables, the Contractor grants the Client a perpetual, non-exclusive, royalty-free license to use that Background IP strictly as part of the Custom Deliverables.

4.4 Freedom to Operate: The Client acknowledges that the Contractor is in the business of AI consulting and software development. Nothing in this Agreement shall prevent or restrict the Contractor from performing similar services, using its general know-how, or developing similar software and platforms for other clients, provided that the Contractor does not reuse the Client's Custom Deliverables or breach any obligations of confidentiality.

5. Confidentiality

Both parties agree to keep all technical, commercial, and strategic information exchanged during this engagement strictly confidential, using the same degree of care as they use for their own proprietary information.

6. Limitation of Liability

6.1 In accordance with standard Dutch B2B market practice, the Contractor’s total liability for failing to perform its obligations under this Agreement is limited to the fees paid by the Client to the Contractor in the 3 (three) months preceding the event giving rise to the claim.

6.2 The Contractor is never liable for indirect damages, including lost profits, missed savings, loss of data, or business stagnation.

7. Governing Law and Jurisdiction

7.1 This Agreement is exclusively governed by Dutch law.

7.2 Any disputes arising from or related to this Agreement shall be submitted exclusively to the competent court in the Netherlands.

8. Term and Termination

8.1 This Agreement lasts for the duration specified in the Statement of Work (SOW).

8.2 Neither party may cancel the engagement early without cause, unless a specific notice period is agreed upon in the SOW.

8.3 Either party can terminate immediately in writing if the other party goes bankrupt, is granted a suspension of payments, or breaches the contract and fails to fix it within 14 days of being notified.

9. Force Majeure (Overmacht)

9.1 Neither party is liable for delays or failures to perform caused by circumstances beyond their reasonable control, such as severe cloud infrastructure outages, natural disasters, or government restrictions (overmacht). This does not excuse the obligation to pay for services already rendered.

10. Entire Agreement (Volledige Overeenkomst)

This Agreement, together with any attached Statements of Work, constitutes the entire agreement between the parties concerning the Services and supersedes all prior discussions, proposals, and agreements. Any general terms and conditions of the Client, or any general terms of service published on the Contractor's website, are explicitly rejected and do not apply to this engagement.

Signatures

(To be signed by authorized representatives of both Sequaint Labs B.V. and the Client)