Article 1 Definitions

In these Terms and Conditions, the following definitions shall apply:

(a) Client: the natural or legal person, body or agency that has given Media Hologram an order or by whom products are purchased from Media Hologram;
(b) Media Hologram: Media Hologram B.V., user of these terms and conditions, located in Etten-Leur and registered with the Chamber of Commerce under number 83659587,
(c) Assignment or Agreement: the agreement whereby Media Hologram undertakes to Client to provide services and/or products;

Article 2 Applicability

1. These conditions shall apply to any offer, quotation, assignment / agreement between Media Hologram and Client, to the extent that these conditions have not been expressly deviated from in writing.

2. The applicability of any purchase or other conditions of the Client is expressly rejected.

3. If one or more provisions of these general terms and conditions are void or voided, the remaining provisions of these general terms and conditions shall remain in effect. Media Hologram and Client shall then consult to agree on new provisions to replace the void or voided provisions, bearing in mind the purpose and intent of the original provision(s).

4. If a situation arises that is not regulated in these general terms and conditions, then this situation should be judged according to the spirit of the general terms and conditions.

5. If Media Hologram does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Media Hologram loses the right to require strict compliance with the provisions of these terms and conditions in other cases.

6. Media Hologram shall perform the Assignment to the best of its ability and as a diligent professional. However, Media Hologram cannot guarantee the achievement of any intended result.

Article 3 Quotations and offers

1. Quotations or offers made by Media Hologram are without obligation. They are valid for 14 days, unless otherwise indicated.

2. The prices and offers mentioned in the quotation shall apply only to the services and Work mentioned therein. Prices are exclusive of VAT, unless otherwise indicated. If other services are/are provided in addition to those described in the quotation, they will be charged separately. All (additional) costs, such as - but not exclusively - travel, accommodation and shipping costs, shall be borne by the Client, even if not included in a quotation/offer.

3. Media Hologram cannot be held to its quotations or offers if Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.

4. Media Hologram is entitled to withdraw any offers, promotions or quotations issued, to the extent they have not yet been accepted by Client in writing/by e-mail.

5. A composite quotation does not oblige Media Hologram to comply with a portion of the Agreement at a corresponding part of the quoted price.

6. Offers, rates or quotations do not automatically apply to future orders and/or products.

Article 4 Commencement and duration

1. The Agreement or Assignment is established when Media Hologram has confirmed it to Client in writing or orally.

2. The order shall commence at the moment described in the order confirmation or accepted quotation. If express confirmation is lacking, the order / agreement shall in any case be deemed to have commenced at the moment Media Hologram has actually started the work with the knowledge of Client.

3. The Agreement shall be entered into for the period stated in the offer or agreement. If no time frame is agreed upon, the Agreement shall be deemed to have been entered into for an indefinite period.

Article 5 Data for the purpose of the agreement

1. Client shall make available to Media Hologram all data/information, which Media Hologram in its opinion reasonably requires for the proper execution of the awarded Order, in a timely manner, i.e. 4 weeks before the planned or intended start date of a project, in the form and formats desired by Media Hologram, as well as in the desired manner. Client is responsible for keeping a backup and/or copies of documents, images, drawings, files, etc. made available to Media Hologram.

2. Media Hologram has the right to suspend the performance of the Agreement - and thus to postpone the delivery - until the moment Client has fulfilled the conditions in the previous paragraph of this article. Nevertheless, after confirmation of the Order, Client shall owe the fee. If a fixed-term Agreement has been agreed upon, the Agreement shall not be extended by the duration of the delay resulting from the suspension.

3. The additional costs arising from the delay in the execution of the Assignment for Media Hologram due to the failure to make the requested data/information available, on time or properly (for example - but not exclusively - costs for already reserved working time shall be at the expense and risk of Client.

4. The failure to provide the correct information, on time, in full, or to respond to a draft from Media Hologram does not suspend the Client's (timely) payment obligation.

Article 6 Intellectual property

1. Media Hologram reserves all rights with respect to products of the mind which it uses or has used in the performance of the Assignment for Client.

2. Without the written consent of Media Hologram, Client is expressly forbidden to reproduce, disclose or exploit in any way whatsoever those products, including designs, drawings, videos, software and other intellectual products of Media Hologram, all in the broadest sense of the word, whether or not with the involvement of third parties, or to use them in any other way than agreed upon with Media Hologram. In case of violation of this prohibition Client shall forfeit a penalty to Media Hologram of € 1,000 per violation as well as a penalty of € 100 per day that the violation continues, notwithstanding the right of Media Hologram to claim damages in the matter.

3. Client shall indemnify Media Hologram from all claims of third parties related to infringement of rights, such as trademark rights, intellectual property rights, copyrights, portrait rights, etc. Client guarantees that all that is provided to Media Hologram in the context of an Assignment are free of third party rights, or at least that a valid license has been granted by the owner of these rights, to use these rights in the context of the Assignment to Media Hologram.

4. Media Hologram reserves at all times the right to use the knowledge gained by the implementation of work for other purposes, to the extent that no confidential information is brought to the knowledge of third parties. Also designs, programs or slogans used by Media Hologram that are not covered by the intellectual property rights of third parties or Client may be used by Media Hologram with third parties.

Article 7 Content on material

1. Media Hologram takes care of the content of what is placed on the hardware. This will be high quality and specialized software. It is not permitted to place content on the hardware yourself or to have this done by third parties, unless otherwise agreed.

2. Unless the nature of the Assignment dictates otherwise, the Client is responsible for the accuracy, completeness and lawfulness of the information provided to Media
Hologram provided information and documents, even if they originate through or from third parties. Client is also responsible for the content of the material to be posted. Client guarantees that the (intended) expression complies with the Dutch Advertising Code (NRC) (where promotional content is concerned). Media Hologram shall be fully indemnified by Client against any claims by third parties that may suffer damage or make claims because of the content.

4. Media Hologram has the right - without prior consultation with Client - to refuse, modify or discontinue expressions, content, material. This may for example be the case if (in the opinion of Media Hologram, advertising code commission, or other body or public opinion) the tenor of the content, material or content is offensive, contrary to law, contrary to the rights of third parties, contrary to morality or otherwise inadmissible. One and other shall not constitute a default by Media Hologram. Media Hologram shall be additionally fully indemnified by Client from third party claims.

5. The owner/holder of the site where a project is placed (other than a Client) always has the right in special situations - including in the interim - with refuse projects or content and request a particular expression to change or remove it. If this occurs, Media Hologram will engage endeavor (if possible) to promptly provide an alternative (possibly in modified form). relocate and/or seek an alternative, equivalent location. Refusal by or modification/deletion of content at the request of a site owner/holder does not constitute a default by Media Hologram. Also, moving or modifying of content, does not constitute a default by Media Hologram. Client has no reason to withdraw any project or assignment as a result, unless prior to this other arrangements have been made or it appears from the nature of the Assignment that an alternative place and/or content is not possible

Article 8 Rental / lease / purchase equipment and warranty (hardware)

1. If a Client wishes to purchase one or more materials on which holograms can be played, for fixed own locations, this can be agreed upon with Media Hologram on a purchase or rental/lease basis. Further specific conditions can be included in the quotation / order confirmation. This is possible, for example, for events, projects, fairs, concerts, stores, etc.

2. Placement of content on the material will be done exclusively by Media Hologram. If no all-in rate is agreed upon, placement and service will be on an after-the-fact basis.

3. In case of rental / lease, the hardware (the material) is rented for the period mentioned in the order confirmation.

4. All material rented by Media Hologram, including all accessories, shall at all times remain the property of Media Hologram.

5. Client shall always follow the instructions of Media Hologram, with respect to the rental. Among others with respect to the place where the material will be mounted / placed / hung. In principle Media Hologram will assemble the material.

6. Client is at all times responsible for the rented equipment. Media Hologram cannot be held liable for any damage/injury/death to/from Client or its employees/visitors or other third parties, or their property, caused by the Hologram. Client shall indemnify Media Hologram for this.

7. "Normal" defects to the rented object, such as for example a defective LED lamp or otherwise, will be reported to Media Hologram immediately after detection by Client. Media Hologram will then try to solve the defects as soon as possible within its schedule.

8. The warranty period on purchased materials from Media Hologram is twelve months, unless otherwise agreed. Damage to the material, of whatever nature, caused by inexpert or reckless use, theft, destruction or otherwise, whether caused by Client himself or his employees/visitors or third parties, shall be borne by Client. This applies to both the purchase of materials and rental.

Article 9 Effective date / deadlines

1. If and insofar as a starting date for an order / agreement is indicated by Media Hologram, it shall always be an indicative starting date. The delivery date also depends on the availability and accessibility of agreed locations and planning of Media Hologram. No rights can therefore be derived from this date, unless it is expressly agreed that there is a "fatal" start and delivery date.

2. The Agreement - unless it is established that performance is permanently impossible - may not be rescinded by the Client on account of failure to meet a deadline, unless Media Hologram also fails to perform the Agreement, or fails to perform it in full, within a reasonable period of time notified to it in writing after the expiry of the agreed placement period.

Article 10 Fee

1. Media Hologram's fee results from the quotation or order/purchase confirmation. In the absence thereof, Media Hologram's fee shall be calculated and determined according to the usual rates.

2. Media Hologram is always entitled to require advance payments and/or down payments.

3. Media Hologram's fee, if necessary increased by advances and invoices from third parties engaged, shall be inclusive of the turnover tax due on times determined / to be determined by Media Hologram (per week / per month / interim, always at Media Hologram's discretion) charged to Client.

4. If, after the conclusion of the Agreement, but before the Assignment has been fully performed, rate-determining factors, such as, for example, inflation adjustments, wages and/or prices are subject to change, Media Hologram shall be entitled to adjust the agreed rate accordingly, unless Client and Media Hologram have made other arrangements in this regard.

5. Media Hologram shall also be entitled to increase rates annually by at least the percentage increase in the consumer price index figure (CPI all households) calculated by the Central Bureau of Statistics.

6. If Media Hologram is required to perform additional work, it shall be entitled to charge Client for it, even if Client has not given its express prior consent to perform the additional work.

7. For orders for which the fee is divided into (monthly or other periodic) instalments, Media Hologram shall be entitled - when an instalment has not been paid (in full / on time) by the Client, not even after having been reminded thereof, to claim the entire sum belonging to the order / all instalments that have not yet been paid and are yet to appear, at once. The entire claim shall then be payable at once by Media Hologram, without prejudice to the other provisions of these terms and conditions.

Article 11 Payment

1. Payment of invoices by Client must be made within fourteen (14) days of the invoice date to Media Hologram into the bank account designated by Media Hologram, without any right to discount or settlement. Media Hologram shall always be entitled to request advance payments or down payments. Advances / down payments shall always be paid immediately.

2. Objections to the amount of invoices submitted do not suspend the Client's payment obligation.

3. If Client has not paid within the term mentioned in paragraph 1 of this article or a further term - if a different term has been agreed upon - Client shall be in default by operation of law and Media Hologram shall be entitled, without further summons or notice of default, to charge Client the costs and statutory interest from the first due date until the date of full payment, all without prejudice to Media Hologram's further rights.

4. All costs, both judicial and extrajudicial, incurred as a result of debt collection shall be borne by the Client. The extrajudicial collection costs shall be determined in accordance with the Collection Costs Act. These shall amount to at least 15% of the amount owed by the Client, with a minimum of €40, all in accordance with the Collection Costs Act.

5. In the event of a jointly awarded Assignment, the Principals are jointly and severally liable for payment of the full invoice amount insofar as the work was performed on behalf of the joint Principals.

Article 12 Right of lien and retention of title

1. Media Hologram shall be entitled to suspend the delivery of items received from the Client's side until Client has made all payments to Media Hologram.

2. All materials delivered by Media Hologram shall be delivered under retention of title. This means that title to all materials delivered to Client shall remain with Media Hologram until such materials are paid for by Client in full and in full. Client shall not be permitted to resell or encumber these materials with limited rights in the interim.

3. Media Hologram, when invoking its ownership under the preceding paragraph, shall have the right to enter all locations where its materials are located and - if necessary - to dismantle and take them back.

4. The preceding right to collect materials Media Hologram also has when it concerns rented materials whose invoice - despite reminders - are not paid by Client. If the rented material is part of a package (material + content) Media Hologram shall also have this right. All this does not affect the payment obligation of Client.

Article 13 Force Majeure
1. Media Hologram is not obliged to fulfill any obligation if it is hindered to do so as a result of a circumstance that is not due to fault, and is not for its account under the law, a legal act or generally accepted practice, in short: in case of force majeure.

2. In these general conditions, force majeure means, in addition to what is understood in this respect in the law and jurisprudence, all external factors that are not related to the case. causes, foreseen or unforeseen, which Media Hologram cannot influence exercise, but as a result of which Media Hologram is unable to fulfill the obligations come. In any case, force majeure means war or similar situations, fire, riot, epidemic, pandemic, vandalism, sabotage, boycott, work strike in the business of Media Hologram, such absenteeism of staff of Media Hologram that the performance of the agreement is seriously impeded / prevented.

3. Media Hologram shall also be entitled to invoke force majeure if the circumstance preventing (further) performance occurs after Media Hologram should have fulfilled its obligations.

4. The parties shall suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than four months, each of the parties shall be entitled to dissolve the Agreement without any obligation to compensate the other party for damages.

5. If Media Hologram has already partially fulfilled its obligations under the Agreement at the time of the commencement of force majeure or will be able to fulfill them, and if independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, Media Hologram shall be entitled to charge separately for the part already fulfilled or to be fulfilled respectively. Client shall be obliged to pay this invoice as if it were a separate Agreement.

Article 14 Liability
1. The total liability of Media Hologram on account of attributable failure to perform the Agreement shall be limited to what any liability insurance of Media Hologram pays out in the relevant case (to be increased by any excess amount, if applicable). If a claim is not covered by Media Hologram's liability insurance or if Media Hologram has no liability insurance but it is irrevocably established that Media Hologram is nevertheless liable, liability shall be limited to compensation of direct damage only up to the amount of the price stipulated for that Agreement (excluding VAT). If the Agreement is primarily a continuing performance agreement with a term of more than three months, the price stipulated for the Agreement shall be set at the total of the (paid) fees (excluding VAT) for the past three months. Direct damage means:

- the reasonable costs of determining the cause and extent of the damage, to the extent that the determination relates to damage within the meaning of these terms and conditions;"

- any reasonable costs incurred to make the work delivered by Media Hologram conform to the Agreement, unless such costs cannot be attributed to Media Hologram;

- reasonable costs incurred to prevent or limit damage, to the extent that the Principal demonstrates that these costs resulted in limiting direct damage as referred to in these General Terms and Conditions.

2. The liability of Media Hologram for indirect damages including - but not limited to - consequential damages, lost profits, lost savings, reduced goodwill, damage due to business stagnation, damage resulting from claims of third parties, damage related to the engagement of third parties and all other forms of damage mentioned and referred to in this paragraph is excluded.

3. Media Hologram shall not be liable for the (temporary) non- or limited display of expressions due to damage or defects to material or the non-/restricted accessibility of the place where the expression is displayed, unless Media Hologram was aware of any damage, defect / the inaccessibility at the time of entering into the agreement and did not consult with Client at that time.

4. Media Hologram is not liable for (the consequences of) printing or writing errors, nor for the content of any expression.

5. All expressions made or created using artificial intelligence (a,i.) will be framed in advance as much as possible in consultation with Client. However, Media Hologram does not guarantee the accuracy, completeness and content of data and expressions generated through a.i.. Client shall indemnify Media Hologram from any damage or consequences when using a.i., for example through
a holographic host or other manifestations.

6. Client shall indemnify Media Hologram against all claims of third parties that are directly or indirectly, mediately or immediately related to the performance of the Agreement, including as mentioned before: intellectual property rights,

7. Liability of Media Hologram due to attributable failure to perform an Agreement shall in all cases arise only if the Client immediately gives Media Hologram written notice of default, whereby a reasonable period for performance is then given, and Media Hologram even after that period attributable continues to default on its obligations. The notice of default must include as complete and detailed a description of the deficiency as possible, so that Media Hologram is able to respond appropriately.

8. The limitations of liabilities set forth in this Article shall lapse if and to the extent that any damage results from intentional or deliberate recklessness on the part of Media Hologram.

Article 15 Suspension, dissolution and (premature) termination

1. Cancellation or early termination by Client is excluded. If this does occur unexpectedly, Media Hologram retains the right to full payment and compensation for damages under the Agreement.

2. Interim change of content at the initiative of Client is only possible if Media Hologram agrees to such change. Any resulting additional costs shall be borne by Client.

3. Media Hologram shall be entitled, inter alia, to suspend performance of its obligations or to rescind/terminate the Agreement immediately, if:

- Client fails to perform its obligations under the Agreement in a timely or complete manner;

- after entering into the Agreement Media Hologram learns of circumstances that give good reason to fear that Client will not fulfill the obligations;

- Client was requested by Media Hologram at the conclusion of the Agreement to provide security for the fulfillment of its obligations under the Agreement and such security is not provided or is insufficient;

- Due to the delay on the part of Client, Media Hologram can no longer be required to fulfill the Agreement against the originally agreed conditions;

4. Furthermore, Media Hologram shall be entitled to rescind the Agreement or have it rescinded if circumstances arise of such a nature that performance of the Agreement becomes impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance of the Agreement can no longer be reasonably expected.
are expected.

5. If the Agreement is dissolved as a result of the provisions of paragraphs 3 and 4, Media Hologram's claims against Client shall be immediately and fully due and payable. If Media Hologram suspends performance of its obligations under the foregoing, Media Hologram shall retain its claims under the law and Agreement.

6. If Media Hologram proceeds to suspend or terminate on the basis of the foregoing, Media Hologram shall in no way be liable to compensate for damages and costs incurred in any way as a result.

7. If the dissolution is attributable to Client, Media Hologram shall be entitled to claim damages, including costs incurred directly and indirectly as a result.

8. In case of liquidation, of (application for) suspension of payment or bankruptcy, of seizure at the expense of Client, of debt restructuring or any other circumstance due to which Client cannot freely dispose of his assets, Media Hologram shall be free to terminate the Agreement immediately and with immediate effect or to cancel the Agreement, without any obligation to pay any damages or compensation. All claims of Media Hologram against Client shall in that case be immediately and fully due and payable.

9. Without prejudice to the provisions of the preceding paragraphs, if one or more of the cases referred to in the preceding paragraphs occur, the down payments/advance payments/honorarium paid by Client to Media Hologram will not be returned.

10. To the extent that any materials, equipment, cables, etc. of Media Hologram have been placed/assembled on behalf of Client, Media Hologram shall be at
termination, dissolution or suspension of the agreement - for whatever reason - without prejudice to the foregoing, shall at all times be entitled to claim and take possession of its property. If this is not possible or Media Hologram is prevented from doing so, or if any of the above turns out to be damaged or incomplete, Client shall be liable to compensate Media Hologram for all damage suffered as a result.

Article 16 Applicable law, forum and conclusion
1. All Agreements between Client and Media Hologram shall be governed by Dutch law.

2. Unless otherwise expressly agreed in writing by the parties, all disputes related to Agreements between Client and Media Hologram settled by the competent court in the district of West Brabant / Zeeland.

3. These conditions are originally drawn up in the Dutch language. If a foreign-language version is made available, this is a translation, indicative of the original text. The Dutch version is leading.