General Terms and Conditions of Matching Models BV

Matching Models., with registered office at Singel 450, 1017 AV Amsterdam. The Netherlands and which is registered at the Amsterdam Chamber of Commerce under number 34257693 (hereinafter: "Matching Models Working Models"), is a modeling agency in the broadest sense of the word. This includes acting as agents for, selecting and providing beautiful people - in particular, but not only - models, secretaries, personal assistants, receptionists, hostesses, dancers, actors/actresses, promotional staff, catering staff, cocktail shakers, stylists, beauticians, hairstylists, photographers, camera crew and production staff. Where applicable and required, styling (hair, make-up and clothing) is also provided. Matching Models also create full-service concepts in the area of marketing and (experience) communication. Unless expressly agreed otherwise in writing, the general terms and conditions as set out below shall apply whenever the services of Matching Models are used. The general terms and conditions as set out below shall further take precedence in the event the Client or Contractor also employs general terms and conditions, unless expressly agreed otherwise in writing.

Article 1 Definitions

In these general terms and conditions, and in an agreement to which these apply, the terms below shall have the following meanings:

1.1 Client: the legal or natural person which/who has commissioned Matching Models.

1.2 Agreement: an agreement between the Client and Matching Models, as well as an agreement between Matching Models and the Contractor.

1.3 Contractor: In particular, but not only the following people who perform work for Matching Models: models, secretaries, personal assistants, receptionists, hostesses, dancers, actors/actresses, artists, promotional staff, catering staff, cocktail shakers, stylists, beauticians, hair stylists, photographers, camera crew and production staff.

1.4 Production date: the (first) date on which goods ordered, hired or purchased by Matching Models pursuant to the agreement are actually delivered and/or on which services are received.

1.5 Venue/Time: the place and time as agreed on by the Client and Matching Models where (a portion of) the agreed goods and/or services are respectively delivered or performed, as well as the place and time as agreed on by Matching Models and Contractor where (a portion of) the agreed goods and/or\ services are respectively delivered or performed.

1.6 In writing: the delivery in person or dispatch by ordinary post, registered post, fax or e-mail of notices, at the expense and risk of the sender.

1.7 Fee: the financial remuneration charged by Matching Models (time-based or otherwise), all amounts charged exclusively by the Contractors of Matching Models and/or other claims of third parties, including taxes and contributions, if applicable, as well as the financial remuneration charged by the Contractor (time-based or otherwise).

Article 2 Applicability of the Terms and Conditions

2.1 These general terms and conditions shall apply to every request by the Client to Matching Models for an offer/proposal, to offers/proposals from the Client, commissions from the Client and to all agreements concluded and to be concluded between Matching Models and the Client, as well as any (legal) acts performed or to be performed on the Client's behalf, including agreements that Client concludes with third parties in this regard. These general terms and conditions shall further apply to every request by the Contractor to Matching Models for an offer/proposal, to offers/proposals from the Contractor and to all agreements concluded or to be concluded between Matching Models and the Contractor, as well as any (legal) acts performed or to be performed on the Contractor's behalf, including agreements that the Contractor concludes with third parties in this regard.

2.2 Deviating provisions of the Client and/or third parties shall only apply if and to the extent that these are expressly accepted in writing by an authorized representative of Matching Models. Deviating provisions of the Contractor and/or third parties shall only apply if and to the extent that these are expressly accepted in writing by an authorized representative of Matching Models.

2.3 If a provision of these terms and conditions (and/or any future agreements) proves to be invalid or is set aside, the validity of the remaining provisions of these terms and conditions (and/or any future agreements) shall not be affected thereby. In that case, a provision shall be included in these terms and conditions (and/or future agreements) to replace the one that is invalid or has been set aside and which shall, as far as possible, approximate the intention of the parties.

2.4 If Matching Models conclude an agreement with two or more natural or legal persons, each such natural or legal person shall be jointly and severally liable for the obligations arising from the agreement towards Matching Models.

2.5 Matching Models shall perform each agreement to the best of its ability and is entitled to engage third parties for that purpose.

Article 3 Offer, Order and Instruction

3.1 All offers, quotations, cost estimates, etc. provided by Matching Models, both separately and in price lists, and whether orally, in writing, telephonically, by fax, e-mail or otherwise, shall be entirely without obligation and may accordingly be revoked by Matching Models, unless expressly agreed otherwise in writing.

3.2 All information and/or specifications provided with an offer, etc. shall always serve purely as an estimate and only be binding on Matching Models if confirmed expressly and in writing.

3.3 Any offer, etc. by Matching Models that is not accepted within 14 days or other stated period by means of a written or e-mail order shall lapse, unless expressly agreed otherwise in writing.

Article 4 Delivery

4.1 Delivery of goods shall take place at the agreed place against the agreed purchase price. Unless expressly agreed otherwise, the purchase price of goods does not include the costs of transport, insurance, hoisting and tackling, hiring temporary services, etc.

4.2 The risk of loss, theft and damage in goods shall pass to the Client upon delivery to the Client. However, if the services of a carrier are used for delivery, whether at the Client's request or otherwise, risk for loss, theft and damage shall pass to the Client at the moment the goods are handed over to the carrier.

4.3 Matching Models shall pack the goods according to its applicable and usual standards. If the Client requires a special form of packaging, the Client shall bear the associated, additional costs. The Client shall deal with waste packaging from the goods delivered by Matching Models in the manner prescribed in applicable authority regulations. The Client indemnifies Matching Models against any claims arising from its failure to comply with such regulations.

Article 5 Obligations of the Client

5.1 The Client must guarantee in all cases that it is adequately insured against any random damage, including but not limited to direct and indirect damage, which arises as a result of its legal and/or physical acts and/or omissions, or those of third parties it engages, during the performance of the agreement.

5.2 Unless otherwise agreed, the Client shall at its own expense ensure adequate measures to guarantee the safety of Contractors and visitors during an event and/or other occasion organized or performed pursuant to an agreement. If arrangements have already been made with regard to the aforementioned measures, Matching Models shall nevertheless be entitled to make additional demands in this regard, if changes in circumstances necessitate it.

5.3 If the Client takes or has taken inadequate measures to guarantee the safe performance of an event and/or other occasion, Matching Models shall be entitled to fully or partially call off the event and/or other occasion (with regard to its activities) and the Client shall then not be entitled to claim for damages or a discount on the price agreed with Matching Models.

5.4 The Client shall be responsible for payment of the fees due to Buma (Dutch Performance Rights Organization). If Matching Models receive an additional assessment from Buma relating to the performance of the agreement, it shall pass on those costs to the Client.

5.5 The Client shall bear the risk of the (accuracy of) measurements, specifications and/or other information related to the performance of the agreement.

5.6 The Client shall assume responsibility for third-party authorization or permits that are required for the performance of an agreement, unless agreed otherwise in writing.

5.7 The Client is responsible for the treatment or neglect of visitors during (part of) an event and/or other occasion, fully or partially organized or performed by Matching Models pursuant to an agreement.

5.8 Once Client contacted Matching Models to hire services, Client may not, without Matching Models involvement, directly or indirectly perform or have work performed for a matching Models contractors or (ex) employee without Matching Models prior, written consent, for a period of two years as calculated as from the date on which Matching Models completed his/her work for the Client. If the Client breaches the provision of this article, he/it shall be liable to pay Matching Models an amount 20 times that which would have been payable had the work been completed through the agency of Matching Models.

Article 5.8 Penalty Clause

In the event of breach of article 5.8, the Client shall be liable to pay Matching Models an immediately enforceable penalty of twenty times the relevant invoice amount, without the need for a notice of default. In addition to the penalty referred to in the previous sub-article, the Client shall remain fully liable to Matching Models for all damage resulting from a breach of Article 5.8

Article 6 Liability

6.1 Matching Models shall not in any way be liable, towards the Client, Contractor or any third party for any damage and/or costs of any nature that arise either during the time work is performed or in connection with the work that is performed. The Client and Contractor expressly indemnify Matching Models against any claim by or on account of third parties.

6.2 Matching Models shall not be liable for any damage caused to the Client or third parties by Contractors during the performance of an order, even if such damage is caused by the Contractor's inadequate performance.

6.3 The inability of a Contractor to work, as well as all other circumstances that constitute force majeure for the Contractor, shall serve as force majeure for Matching Models. Matching Models undertakes to immediately inform the Client of the circumstances referred to in this article as soon as it becomes aware or is notified thereof.

6.4 In the event Matching Models are held liable for any damage suffered by the Client, Contractor and/or third parties, such damage shall be limited to a maximum of double the price or fee, as recorded in the order confirmation, excluding any surcharges, unless it is proved that the partners of Matching Models have acted deliberately or been grossly negligent.

6.5 The Client indemnifies Matching Models against all claims that the Industrial Insurance Board or Tax Authorities may wish to enforce against Matching Models.

6.6 The Client undertakes to have third party insurance in place during the performance of the (agreed)work. The Contractors undertake to have third party and medical insurance in place during the performance of the work.

Article 7 Accidents

7.1 Matching Models shall not be liable towards the Contractor, Client and/or third parties for accidents, (permanent) invalidity or the death of the Contractor whilst en-route to or from the work venue.

Article 8 Casting details and lists

8.1 Matching Models shall not be liable towards the Contractor, Client and/or third parties for mentioning any incorrect details or physical measurements of the Contractor that differ from what is stated in its records.

Article 9 Independent Contractor for Tax Purposes

9.1 Contractors who (create the impression) from a tax perspective (that they) are independent contractors and/or independent professionals must ensure they have a valid VAT number, a Declaration of Independent Contractor Status and a copy of their passport. If the Contractor does not furnish a valid VAT number, Declaration of Independent Contractor Status and/or copy of his/her passport, Matching Models shall be entitled to withhold the Contractor's fee until the outstanding documentation is furnished.

9.2 If Matching Models are confronted with an additional assessment for wage tax and any penalties because the Contractor, in the view of the Tax Authorities, is in the (fictitious) service of Matching Models, the Contractor must pay such additional assessment and penalties.

Article 10 Approaching the Contractor outside Matching Models

10.1 Once Matching Models has acted as their agent, Contractors may not, without Matching Models involvement, directly or indirectly perform or have work performed for a Client without Matching Models prior, written consent, for a period of two years as calculated as from the date on which the Contractor completed his/her work for the Client. If the Client breaches the provisions of this article, he/it shall be liable to pay Matching Models an amount 20 times that which would have been payable had the work been completed through the agency of Matching Models.

Article 11 Penalty Clause

11.1 In the event of breach of Article 10, the Client shall be liable to pay Matching Models an immediately enforceable penalty of twenty times the relevant invoice amount, without the need for a notice of default. In addition to the penalty referred to in the previous sub-article, the Client shall remain fully liable to Matching Models for all damage resulting from a breach of Article 10.

Article 12 Complaints

12.1 All complaints must, on penalty of forfeiture of rights, be submitted by registered letter, within two months after:
- delivery of the goods and/or services for activities organized by the Client;
- advising on / organization of / conclusion of written agreements (including supplements and/or amendments, as well as all (legal) acts in preparation for that agreement) for activities organized by the Client;
- the moment when the problem with regard to the activities by Matching Models and/or the goods and/or services supplied by Matching Models could reasonably have been detected.

12.2 Complaints relating to invoices must also be submitted in writing, within a month after the invoice date.

Article 13 Reservation of Ownership and Security

13.1 Matching Models reserves ownership over all goods until the price of all goods that it has delivered or will deliver has been received in full and until all claims that it has in relation to the delivery of goods, services that have been or will be performed and any claim it has due to the Client's breach of his/its obligations under their agreement, including collection costs, interest and penalties, have been paid in full.

13.2 Ownership in the goods shall only pass once full payment of all the claims referred to in the previous sub-article have been paid in full.

Article 14 Force Majeure

14.1 In the event of circumstances beyond its will and/or control that are of such a nature that full or partial fulfillment of the agreement can no longer be reasonably demanded from it, Matching Models shall be entitled to fully or partially terminate the agreement and/or suspend the performance thereof, without any obligation to pay compensation for damages.

14.2 Circumstances that qualify for the purposes of the previous sub-article include: abnormal weather conditions, illness, non-delivery, incomplete delivery and/or late delivery from suppliers, war and threat of war, full or partial mobilization of armed forces, bans on imports and exports, measures adopted by the Dutch or foreign governments that make the performance of the agreement more difficult and/or more expensive than foreseen at the outset, frost, strikes and/or sit-ins, epidemics, traffic disruptions, loss or damage caused during transport, fire, theft, energy supply interruptions, machine breakdowns, all in both its business or that of third parties from which it must fully or partially obtain the necessary materials, raw materials or semi-manufactured products, as well as all other causes beyond Matching Models' will and/or control.

Article 15 Suspension and Cancellation

15.1 The Client shall not be entitled to suspend and/or set-off any payment.

15.2 In the case of the supply of services, the Client shall be entitled to terminate the agreement and/or cancel the order without stating reasons, provided it pays the following percentage of the fee agreed for the full performance of the agreement/order, unless agreed otherwise in writing:
a) in the event of postponement or cancellation no later than 100 days before the production date, at least 50% of the fee;
b) in the event of postponement or cancellation in the period between 100 days and 25 days before the production date, at least 75% of the fee;
c) in the event of postponement or cancellation no later than 25 days before the production date, 100% of the fee.

Article 16 Price, Invoicing and Payment by the Client

16.1 Unless otherwise agreed in writing, the agreed price is stated in euro's and excludes VAT and any other government levies.

16.2 Alterations, including additional costs to the original order of any nature, introduced by or on behalf of the Client, which results in higher costs than could be envisaged at the time of quoting, shall be charged additionally to the Client.

16.3 Unless expressly agreed otherwise in writing, payment must be made within 30 days of the invoice date. Matching Models shall be entitled to agree advance payment and to require advance payments in the future, even if not previously agreed upon, if it doubts the solvency of the other party. This shall be the case, inter alia, when assets of the other party are attached or when it fails to pay several of its creditors punctually.

16.4 If payment is not received within 30 days of the invoice date, the Client shall be liable to pay interest at the statutory rate, for which purpose part of a month shall count as a whole month. All judicial and extrajudicial costs that Matching Models incur as a result of the Client's breach must be refunded as resultant damage by the Client. The extrajudicial costs shall be deemed to amount to at least 15% of the amount the Client owes Matching Models.

Article 17 Payment of Contractors

17.1 Matching Models shall be entitled to suspend payment to its Contractors until it receives payment from the relevant Client.

17.2 In principle, Matching Models applies a thirty day payment period to its Contractors.

Article 18 Termination and Dissolution

18.1 Notwithstanding its further rights, Matching Models shall be entitled to fully or partially terminate the agreement in writing, without any prior notice of default, if:
- The Client is in breach of one or more of his/its obligations under the agreement;
- The Client is declared bankrupt, makes application for a (provisional) moratorium on the payment of his/its debts, falls under the provisions of the Debt Rescheduling (Natural Persons) Act, his business closes down or is liquidated, if a substantial portion of his assets is attached or if he transfers his business to third parties. In the event of termination, risk in the goods that have already been delivered remains with the Client.

The items must be made available for and be collected by Matching Models.

18.2 If the Client has already received services under the agreement at the time of termination, such services and the associated payment obligation may not be revoked, unless the Client can prove that Matching Models was in breach of performance in relation thereto. Amounts that Matching Models invoice before termination in relation to that which has been properly performed or delivered, remain due, with due consideration of the previous sentence, and shall become immediately payable upon termination.

Article 19 Intellectual Property Rights

19.1 Unless agreed otherwise in writing, all intellectual property rights arising from the agreement or associated work shall vest in Matching Models.

19.2 By giving an instruction to duplicate, edit or reproduce objects protected by copyright or any other industrial property right, the Client declares no infringement of the copyright or any other industrial property rights of third parties has taken place and indemnifies Matching Models both judicially and extrajudicial for all the consequences, financial or otherwise, resulting from such duplication, editing or reproduction.

19.3 Sound or image recordings of the Contractors may not be made during an event and/or other occasion without Matching Models consent. Matching Models can use images taken t the event included their own models for her own use (website, social media advertisement)

19.4 The Client undertakes to use material only for the purpose for which it has been delivered.

19.5 At all times – therefore even when a written agreement is reached in derogation from this article, whereby copyright passes to the Client - Matching Models reserve the right to carry out their own advertising using the delivered product.

19.6 Unless the parties agree otherwise in writing, the Client shall refrain from using ideas or proposals, (whether fully elaborated or otherwise) of Matching Models and/or third parties in relation to the supply of goods and/or services by Matching Models, in order to repeat an event and/or other occasion itself without involving Matching Models.

19.7 The Client shall not be entitled to use the items referred to in this article for commercial and/or advertising purposes, unless the parties have a prior, written agreement to that effect.

19.8 In the event of a breach of this article, the Client shall forfeit an immediately enforceable penalty to Matching Models, which cannot be reduced by the Courts, of € 10,000 (ten thousand euro's) for each instance of breach and/or each day that such breach continues, without prejudice to Matching Models' right to claim full damages from the Client.

19.9 When storing, using, adapting and processing items entrusted to it by the Client, Matching Models must apply the same standard of care that it applies to its own property.

19.10 The copyright to photographic, film and/or video material, in the broadest sense of the word, shall vest in Matching Models, or in the third party it engages if Matching Models have agreed thereto. Contractors may not lay claim to any copyright against Matching Models or third parties.

19.11 Matching Models shall be entitled to distribute photographic, film and/or video material depicting the Contractors to (potential) Clients. Matching Models shall further be entitled to publicize this material for advertising purposes on its own website or via publications for (potential) Clients. The provisions of this article shall apply without the need for consent by either the Contractor or the Client.

Article 20 Exclusivity

20.1 In principle, the Client does not have a right to exclusivity with regard to the activities of Matching Models. If the Client requires exclusivity, prior written arrangements must be made in this regard with Matching Models. Special rates to be determined in consultation with the Client shall apply for exclusivity.

Article 21 Photographic, Film, Video and/or Other Material

21.1 The Client is not permitted to use any photographic, film, video and/or other material obtained of the Contractors for purposes other than those recorded in the Order Confirmation.

Article 22 Disputes

22.1 Dutch law shall apply to the legal relationships between Matching Models and the Client, as well as between Matching Models and the Contractor, and at least to all actions carried out by Matching Models, including agreements that it concludes.

Addendum to the General Terms and Conditions on Electronic Data Communications

This addendum forms an integral part of the applicable general terms and conditions.

Article 1 E-mail Messages

1.1 In the context of these general terms and conditions and all agreements, e-mail messages may be regarded equivalent to written declarations.

1.2 In the event of a dispute as to the receipt or transmission of e-mail messages, Matching Models' log file data shall serve as conclusive evidence.

1.3 E-mail messages are deemed to have been received if they can be accessed by the other party, which in each case is understood as the moment such messages enter the recipient's inbox.

Article 2 Telecommunication Facilities

2.1 The party using telecommunication facilities shall be responsible for the choice thereof. If Matching Models uses telecommunication facilities, it shall be liable for the damage resulting from any data corruption or transmission delays on account of the transport thereof, notwithstanding the other provisions of the general terms and conditions, however only to the extent this damage can be recovered from the relevant telecommunications operator.

Article 3 Materials and Digital Information

3.1 All materials and digital information that relate to the order and are made available to Matching Models in that context shall be returned to the Client at its first request, however only after the Client has fulfilled all its obligations towards Matching Models. The Client shall bear the cost of all data carriers required for this purpose. The same applies to the Client with regard to Matching Models' materials and digital information, unless otherwise agreed.

Article 4 Data and Files

4.1 These terms and conditions shall apply to the Matching Models website and all services offered via the website.

4.2 Matching Models uses a statistical program that registers how often the Matching Models website is visited and via which links, etc.

Article 5 Intellectual Property Rights

5.1 If the Client sends Matching Models a notice, stating for example that such notice may be posted on the Matching Models website, it simultaneously gives Matching Models the right to publicize such notice (including the Client's stated name) and to reproduce and/or edit such notice, without any payment being due for this purpose.

5.2 All intellectual property rights relating to the Matching Models website, including the software, texts, images and sounds, vest in Matching Models and/or those from whom Matching Models has acquired a license. This means, inter alia, information on the website may not be publicized, reproduced and/or edited, other than for personal use, without Matching Models' consent.

Article 6 Information via the Matching Models website

6.1 The information on the Matching Models website has been complied with the greatest care. Matching Models can however not guarantee that the information on the site is at all times complete and accurate. As the user, the Client is responsible for his/its own decisions and associated actions taken on the basis of this information.

6.2 Information on the Matching Models website may be adapted from time to time. The same applies to the general terms and conditions that are applicable to other services that are offered via the website. The amended terms and conditions shall take effect as soon as these have been published on the website.

6.3 The Matching Models website contains links to third-party websites. Although Matching Models selects these websites as carefully as possible, it can however not warrant the content and functioning of third-party websites.

Article 7 Formation of the Agreement

7.1 The agreement between the Client and Matching Models shall also come into effect when Matching Models receives electronic proof of receipt of the Client's approval, or when such approval is implied by the Client.