GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF:

Nextdoor B.V., Leonardusstraat 4 (5341 AN) Oss

Article 1. Definitions

In these general terms and conditions, the following terms are used with the meanings given below, unless explicitly stated otherwise:

User: the User of these general terms and conditions, being Nextdoor, registered in Oss;

Client: the counterparty of the User;

Agreement: the agreement for the provision of services (advice, design or the delivery of movable goods) between the User and the Client.

These conditions apply to every offer, quotation and Agreement between the User and a Client to which the User has declared these conditions applicable, insofar as the parties have not explicitly deviated from these conditions in writing.

These conditions also apply to all agreements with the User for the execution of which third parties must be involved.

Any deviations from these general terms and conditions are only valid if explicitly agreed in writing.

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

If one or more provisions of these general terms and conditions are null and void or are annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. The User and the Client shall then consult in order to agree on new provisions to replace the null and void or annulled provisions, taking into account as much as possible the purpose and intent of the original provision.

Article 3. Offers and quotations

All offers are without obligation, unless a deadline for acceptance is stated in the offer.

Quotations made by the User are without obligation; they are valid for 30 days, unless otherwise indicated. The User is only bound by quotations if the acceptance thereof is confirmed in writing by the counterparty within 30 days, unless otherwise indicated.

The prices in the stated offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the Agreement, including shipping and administration costs, unless otherwise indicated.

If the acceptance (on minor points) deviates from the offer included in the quotation, the User is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise.

A composite price quotation does not oblige the User to perform part of the assignment at a corresponding part of the stated price.

Offers or quotations do not automatically apply to future assignments.

Data stated in catalogues, images, drawings, dimensions and weight specifications, etc. are only binding if and insofar as they are explicitly included by the User in the Agreement or the order confirmation signed by the User.

Upon acceptance of a quotation for the purchase of goods, a deposit of 50% of the total price of the quotation applies, to be paid within the payment term stated on the invoice. Upon acceptance of a quotation for services to be delivered (hours or design), payment is due within the payment term stated on the invoice.

Article 4. Execution of the Agreement

The User shall execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, based on the state of knowledge at that time.

If and insofar as proper execution of the Agreement requires it, the User has the right to have certain work carried out by third parties.

The Client shall ensure that all data which the User indicates are necessary, or which the Client should reasonably understand to be necessary for the execution of the Agreement, are provided to the User in a timely manner. If the data required for the execution of the Agreement are not provided to the User in time, the User has the right to suspend the execution of the Agreement and/or to charge the Client for the additional costs resulting from the delay at the usual rates.

The User is not liable for damage of any kind arising from the User having relied on incorrect and/or incomplete data provided by the Client, unless this incorrectness or incompleteness should have been apparent to the User.

If it has been agreed that the Agreement will be executed in phases, the User may suspend the execution of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.

If work is carried out by the User or by third parties engaged by the User in the context of the assignment at the Client's location or a location designated by the Client, the Client shall provide free of charge the facilities reasonably required by those employees.

The Client indemnifies the User against any claims from third parties who suffer damage in connection with the execution of the Agreement and which is attributable to the Client.

Article 5. Amendment of the Agreement

If during the execution of the Agreement it appears that it is necessary for proper execution to amend or supplement the services to be performed, the parties shall timely and in mutual consultation adjust the Agreement accordingly.

If the parties agree that the Agreement is amended or supplemented, the time of completion of the execution may be affected. The User shall inform the Client of this as soon as possible.

If the amendment or supplement to the Agreement will have financial and/or qualitative consequences, the User shall inform the Client in advance.

If a fixed fee has been agreed, the User shall indicate to what extent the amendment or supplement to the Agreement results in an excess of this fee.

Contrary to paragraph 3, the User shall not be able to charge additional costs if the amendment or supplement is the result of circumstances attributable to the User.

Article 6. Duration; execution period

The Agreement between the User and a Client is entered into for an indefinite period, unless the nature of the Agreement dictates otherwise or the parties explicitly agree otherwise in writing.

If a deadline has been agreed within the term of the Agreement for the completion of certain services or the delivery of goods, this is never a strict deadline. In the event of exceeding a deadline, the Client must first give the User written notice of default and allow a reasonable period to still execute the Agreement. If no completion of certain services or delivery of certain goods has taken place after this notice of default, the Client is entitled to dissolve the Agreement in writing.

Late delivery of services or goods can never give rise to any claim for damages against the User, even after notice of default.

Article 7. Fee / Price

The parties may agree on a fixed fee or a price for the goods to be delivered upon conclusion of the Agreement.

If no fixed fee is agreed, the fee shall be determined on the basis of hours actually spent. The fee is calculated according to the User's usual hourly rates applicable for the period in which the work is performed, unless a different hourly rate has been agreed.

The fee or the agreed price (and any cost estimates) are exclusive of VAT.

For assignments with a duration of more than three months, the costs due shall be charged periodically.

If the User agrees a fixed fee or hourly rate with the Client for services, the User is nevertheless entitled to increase this fee or rate.

Article 8. Payment

Payment must be made within 30 days of the invoice date, in the manner indicated by the User in the currency in which the invoice was issued. Objections to the amount of the invoices do not suspend the Client's payment obligation.

If the Client fails to pay within the 30-day period, the Client is in default by operation of law. The Client shall then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate applies. The interest on the outstanding amount shall be calculated from the moment the Client is in default until the moment of full payment.

In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, the User's claims on the Client are immediately due and payable.

Article 9. Retention of title

All goods delivered by the User, including any designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of the User until the Client has fulfilled all obligations under all Agreements concluded with the User.

Article 10. Collection costs

If the Client is in default or in breach of fulfilling one or more of its obligations, all reasonable costs incurred to obtain payment out of court shall be borne by the Client. If the Client fails to pay a sum of money in time, the Client shall forfeit an immediately payable penalty of 15% of the outstanding amount, with a minimum of €40.00.

Article 11. Complaints

The Client is obliged to inspect goods delivered by the User immediately upon delivery for defects and/or damage, or to carry out this inspection as soon as possible after the goods delivered by the User are at the Client's disposal.

Complaints about services performed or goods delivered must be reported in writing by registered letter to the User within 8 days of discovery, but no later than 14 days after completion of the relevant services or delivery of the goods.

Article 12. Termination

Both parties may terminate the Agreement at any time in writing.

Article 13. Suspension and dissolution

The User is entitled to suspend the fulfilment of obligations or to dissolve the Agreement if the Client does not or does not fully fulfil its obligations under the Agreement, or if circumstances that have come to the User's attention after the conclusion of the Agreement give good reason to fear that the Client will not fulfil its obligations.

Article 14. Liability

If the User is liable, this liability is limited to what is regulated in this provision. The User's liability for direct damage is limited to a maximum of the invoice amount, or at least that part of the assignment to which the liability relates.

The User is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.

Article 15. Force majeure

The parties are not obliged to fulfil any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault and is not attributable to them by law, legal act or generally accepted standards.

Article 16. Confidentiality

Both parties are obliged to maintain confidentiality of all confidential information they have obtained from each other or from other sources in the context of their Agreement.

Article 17. Intellectual property rights

Notwithstanding the other provisions of these general terms and conditions, the User reserves the rights and powers to which the User is entitled under the Copyright Act.

All documents provided by the User, such as reports, advice, Agreements, designs, sketches, drawings, software, etc., are intended solely for use by the Client and may not be reproduced, published or disclosed to third parties without the prior consent of the User.

Terms & Conditions NEXTDOOR B.V.