TREEPACK GENERAL TERMS AND CONDITIONS

1. APPLICATION – TREEPACK shall be understood as "TREEPACK" BV, identified by the company details stated in proposals, quotes, etc. These general terms and conditions apply to all proposals, quotes, and all agreements entered into by TREEPACK, as well as all other actions performed by TREEPACK. Special terms and agreements take precedence over these general terms and conditions of sale. The applicability of any purchase or other terms of the client is expressly excluded. All agreements with TREEPACK are drawn up in the Dutch language. If translated, the Dutch version and its interpretation will take precedence over the translation.

2. QUOTES and ORDERS – Prices quoted by TREEPACK are always stated in Euros and are exclusive of VAT and other taxes and duties. TREEPACK is entitled to correct any slips or errors in the quoted prices. Quotes provided by TREEPACK remain valid for 2 months, unless specified otherwise. Acceptance of the quote by the client is always binding on the client, but is only binding on TREEPACK following its written confirmation. The client expressly acknowledges that an order form or contract accepted via the internet, email, or fax carries the same legal weight as a manually signed copy. The commencement of the execution of the works also constitutes acceptance of the contents of the quote.

3. ADDITIONAL WORKS: TREEPACK reserves the right to charge for materials and services that constitute additional work beyond the scope described in the quote, at the prevailing material prices and TREEPACK's standard rates applicable at that time. Furthermore, TREEPACK reserves the right to pass on to the client any price fluctuations in the materials and products used exceeding 10% that arise after the quote is signed.

4. PAYMENT

4.1. All invoices are payable within 14 days of the invoice date at the registered office of TREEPACK, unless stated otherwise on the invoice.

4.2. TREEPACK reserves the right to invoice an advance payment at any time. In the absence of timely payment of the advance, TREEPACK reserves the right not to start or to suspend the works as long as the advance is not paid or not paid in full, without this giving rise to any claim for damages by the client or termination of the agreement by the client.

4.3. Unless proven otherwise, the invoice is presumed to have been received 5 days after the invoice date.

4.4. Every invoice is presumed to be accepted unless contested by registered mail within 8 calendar days following the aforementioned date of receipt.

4.5. In the event of non-payment by the due date, outstanding amounts shall automatically and without prior notice of default accrue interest at a rate of 10% per annum from the invoice date until full payment is made. In addition, they will be increased by a standard flat-rate compensation of 10% of the outstanding amount, with a minimum of €100. All additional costs incurred due to non-payment shall be borne by the client.

5. OBLIGATIONS OF TREEPACK

5.1. TREEPACK executes the works according to the rules of the art, relevant and applicable laws and regulations, as well as industry standards and practices. This constitutes an obligation of means (best-efforts obligation) on the part of TREEPACK.

5.2. TREEPACK reserves the right to suspend the execution of the works due to the unavailability, illness, or other absence of the executing artist, or to commission another artist to execute the works, without this giving rise to damages or cancellation/termination of the agreement by the client.

5.3. Timeframes specified in quotes and orders, among others, are indicative and not strictly binding on TREEPACK, though every reasonable effort will be made to observe them. Failure to meet these timeframes does not constitute valid grounds for termination, dissolution, or suspension of the agreement by the Client.

TREEPACK will keep the Client informed to the best of its ability regarding any (expected) exceeding of a specified timeframe.

6. LIABILITY OF TREEPACK

6.1. TREEPACK is solely liable for intentional misconduct or gross negligence exclusively attributable to it.

6.2. The liability of TREEPACK is, at TREEPACK’s discretion, limited in scope to the re-execution of the works or the amount specified in the quote.

6.3. Consequential damages or indirect damages, including lost profits, loss of turnover, or other financial or commercial losses, can never be recovered from TREEPACK. TREEPACK is likewise not liable for any damage caused to floors, installations, buildings, and the like of which the surfaces or goods treated by TREEPACK form a part.

6.4. Visible defects for which TREEPACK could be held liable are covered and waived by the acceptance of the works.

6.5. If TREEPACK can be held liable for latent defects, such liability is limited as follows:

– TREEPACK is solely liable for defects that are exclusively attributable to it, and this for a maximum period of 2 years after acceptance of the works. TREEPACK is not liable for latent defects in the materials it uses. This is limited to the liability and warranty terms of its suppliers or subcontractors. In no event shall TREEPACK be liable for defects of any kind that attach to the goods, materials, and works delivered by TREEPACK, its subcontractors, or its agents, whereby the client may only seek recourse against its suppliers or the manufacturers of the materials and goods involved.

6.6. TREEPACK is, among other things, not liable for:

– Damage resulting from works carried out by the client or any third party, or modifications made by the client or third parties to the works delivered by TREEPACK. Any form of warranty is rendered null and void as a result.

– The condition and quality of the surface to be treated by TREEPACK, nor for informing the client about the condition of the surface. In this respect, the client is expected to have carried out the necessary inspections, assisted by an expert where appropriate.

– Color variations caused by the natural properties of the surface and exposure to weather, wind, and other natural elements.

– Any damage to the treated goods resulting from failure to comply with maintenance and care instructions provided by the suppliers of the products and materials used by TREEPACK. The client acknowledges having had the opportunity to review these and having obtained the necessary information from TREEPACK in this regard. The client acknowledges that this may result in extra costs, restoration, or re-execution of the works, which TREEPACK reserves the right to invoice additionally at the rates prevailing at that time. Under no circumstances can a refund or compensation be claimed from TREEPACK in such cases.

6.7 The client agrees not to hold the directors, representatives, shareholders, (freelance) team members, agents, or any other auxiliary persons of TREEPACK, nor their respective auxiliary persons, liable on extra-contractual (tort) grounds (neither directly, jointly, nor severally with TREEPACK). This exclusion does not apply, however, if the damage suffered results from an infringement on physical or psychological integrity, or if the damage is caused by a deliberate act with intent to cause harm.

7. LIABILITY OF THE CLIENT

7.1. The client is responsible for providing the correct information on the basis of which TREEPACK accepted the assignment. This includes:

– Maximum height of the project

– Total surface area

– Availability of required utilities (including electricity, water)

7.2. The client is solely liable, to the exclusion of TREEPACK, for the suitability of the surface on which the works are to be carried out and is expected to have performed the necessary checks in this regard.

7.3. The client is obliged to provide unrestricted access at the agreed time and throughout the execution of the works to the location where the works will be carried out, on weekdays, weekends, and public holidays, both during and outside office hours (including at night).

7.4. The client is liable for damage to the works that is not attributable to TREEPACK (e.g., fire, storm damage, vandalism, theft, etc.), even if this occurs during the execution of the works. The client is expected to have taken out the necessary insurance to protect the works against such damages.

7.5. The client is required to inspect the works upon delivery and to accept them. Acceptance may not be withheld on grounds other than those relating to the specifications expressly agreed upon in writing between the parties, nor on grounds of minor deviations from the preliminary design or minor flaws—being flaws that do not reasonably impede the operational or productive use of the delivered work—features for which TREEPACK is not liable, or which the client does not immediately demonstrate, or which are non-reproducible. The final result will approximate the preliminary design as closely as possible. However, the client acknowledges that the preliminary designs are an artistic approximation of the desired end result and that the final work may therefore contain variations from the initial concept. The client acknowledges that execution within the scope of the preliminary design is subject to the artist's creative freedom and may be adapted creatively according to on-site conditions.

7.6. The client must provide a lockable room for storing materials and equipment, as well as sanitary facilities. Electricity and running water must be available.

7.7. If the client is not the owner of the building, the client is solely liable, to the exclusion of TREEPACK, for obtaining written permission from the property owner to execute the Project at the agreed location.

7.8. The works are carried out under the assumption that no urban planning permits or other authorizations are required, or that the client has obtained these prior to the project. The client is solely liable for this, to the exclusion of TREEPACK.

All costs, claims for damages, and fines incurred by the client resulting from the lack of an authorization or permit under this article shall remain the responsibility of the client and cannot be recovered from TREEPACK. Any costs, claims for damages, and fines incurred by TREEPACK, the Artist, or their assistants resulting from the lack of an authorization or permit can be recovered from the client in full.

7.9. Any complaints regarding visible defects must be formulated at the time of delivery and acceptance at the latest. Any complaints regarding latent defects relating to the services rendered by TREEPACK must be formulated promptly and no later than 14 calendar days after discovery.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. Intellectual property rights, including but not limited to trademarks, copyrights, design and model rights, patents, concepts, and formats arising from the works created by

TREEPACK within the framework of this agreement (also including designs, sketches, photos, drawings, plans, models, mock-ups, and technical sheets) and all other information provided to the client, are and remain the exclusive property of TREEPACK and/or third parties (including the artists collaborating with TREEPACK).

8.2. Right of use: subject to full payment of the price in accordance with Article 4 of these general terms and conditions, the client obtains a non-exclusive right to display the copyrighted works to the public via their movable or immovable property as applied by TREEPACK. The client is also entitled to share photos of the artwork on social media, provided that a clear credit/reference to the TREEPACK website is always included within the post. TREEPACK always retains the right to request the removal or modification of specific posts if necessary, or to impose a restriction on posting to social media if circumstances reasonably warrant it.

The fee for this right of use is included in the price paid.

Unless agreed otherwise, this right of use is valid from the delivery of the works for a period of 10 years, after which the right of use becomes indefinite by operation of law. The right of use may be terminated in accordance with Article 11 of these general terms and conditions.

8.3. Any right of use lapses immediately in the event of default of payment or termination/dissolution of the agreement for any reason whatsoever.

8.4. The artworks and creations may not, among other things, be reproduced, distributed, commercialized, communicated, or disseminated outside the scope of this agreement or without the prior written consent of TREEPACK. In this regard, TREEPACK clarifies that the client is not permitted to generate revenue from the use of the artwork.

8.5. In particular, these intellectual property rights may not be registered or filed by the client.

8.6. Copyright notices, trademark and/or design designations, serial numbers, filing or registration numbers, and/or other identifiers used to distinguish the works and all other information provided to the client and to signify their intellectual property protection may not be removed or altered.

9. CONFIDENTIALITY

The client undertakes to maintain the confidentiality of any confidential information made available to him/her by TREEPACK. Confidential information includes, in any event: secrets, know-how, designs, financial and other (business) information (including presentations, quotes, and other documentation) provided by TREEPACK that is not publicly available, as well as the personal data of third parties processed by TREEPACK pursuant to Article 14 of these general terms and conditions and transferred to the client.

Within the meaning of this article, the content of the agreement between Treepack and the client must also be kept confidential from third parties and the performing artist.

The client undertakes to impose a written confidentiality obligation with the same scope as this provision on its staff and/or third parties involved in executing an agreement with TREEPACK.

10. NON-COMPETITION / NON-SOLICITATION

10.1. All contact with the artist is coordinated through Treepack. The client undertakes not to contract directly with the artist, either directly or indirectly through any third party, without the express written consent of Treepack.

10.2. This commitment remains in effect for the duration of the agreement and continues for a period of 5 years after its termination by either party, for any reason whatsoever.

10.3. If the provisions of this article are breached, the client shall owe liquidated damages of twenty-five thousand euros, without prejudice to all other rights held by Treepack to demand performance, dissolution, or supplementary damages based on actual losses suffered.

11. 11.1. TERMINATION – DISSOLUTION – CONSEQUENCES

A termination of the fixed-price commission entrusted to TREEPACK, whether prior to or during the execution of the works or deliveries, is only possible with the express agreement of TREEPACK, in derogation of Article 1794 of the Belgian Civil Code. In any case, the client shall be required to pay in full for all costs and expenses already incurred, any work already completed, together with the materials and supplies already ordered by TREEPACK, increased by liquidated damages equal to 50% of the remaining outstanding quote amount to compensate for the further loss of the project, subject to an increase if justified. For any termination occurring less than 30 days before the start date, the full quote amount shall remain due.

11.2. The right of use regarding the copyright-protected works as defined in Article 8 cannot be terminated early by TREEPACK, except in the cases stipulated in this article. The client is entitled to terminate the right of use prior to the scheduled expiration date, subject to a 3-month notice period.

If the right of use has become indefinite, both parties have the right to terminate the right of use, subject to a 3-month notice period.

11.3. Upon termination of the right of use, the client must remove the copyrighted works. The removal is not included in the calculated price and is always carried out at the client’s expense.

11.4. As long as the right of use has not been terminated in accordance with this article, the client under no circumstances has the right to modify, remove, encumber, assign, distribute, commercialize, lease, otherwise sub-license, or publicly reproduce the works, unless agreed otherwise.

11.5. TREEPACK reserves the right to unilaterally dissolve/terminate the agreement at any time with immediate effect, including under the following circumstances:

a. The client fails to fulfill, fails to fulfill on time, or improperly fulfills one or more obligations arising from this agreement, of whatever nature, after written notice of default that has remained without result for a period of 14 days; in such cases, the compensation as outlined in Art. 10.1, as the case may be, shall be payable in full.

b. In the event of bankruptcy, judicial reorganization, apparent financial insolvency (e.g., following third-party garnishment) in any form, or suspension of payments.

12. WAIVER OF RIGHTS – The fact that TREEPACK fails to enforce any right can in no way be construed as a waiver of that right.

13. FORCE MAJEURE – All situations of force majeure pursuant to Art. 1148 of the Belgian Civil Code release TREEPACK from any obligation to perform the agreement, without the client being entitled to any compensation or refund from TREEPACK. This includes, among other things: governmental measures, illness or death of one of TREEPACK's team members, operational disruptions caused by fire, weather conditions, epidemics, natural events, technical malfunctions, lockouts, strikes, riots, mobilization, war, non-performance or force majeure on the part of subcontractors or suppliers, technical disruptions, etc. If the force majeure situation persists or threatens to persist for more than 3 months, TREEPACK has the right by operation of law to terminate the agreement immediately, without prior recourse to a court and without this giving rise to any right to compensation or reimbursement. TREEPACK retains the right to payment for all goods or services already delivered and for costs already incurred in view of the future execution of the agreement. Non-performance by TREEPACK of its contractual obligations due to force majeure does not constitute grounds for termination, dissolution, or suspension of the execution of the agreement by the Client.

14. PROTECTION OF PERSONAL DATA – Insofar as TREEPACK acts as a data controller regarding the personal data of the client, it shall comply with all applicable laws and regulations concerning personal data. TREEPACK processes personal data for the following purposes: client and prospect management (contractual necessity, legal obligation, and legitimate interest, namely freedom of enterprise), execution of the agreement with the client (contractual necessity), direct marketing (legitimate interest, namely freedom of enterprise), creation and commercialization of statistical data after anonymization (legitimate interest, namely for comparative analysis based on freedom of enterprise). The data may be transferred to other entities within TREEPACK for the purposes described above. If necessary for the provision of services or dispute management, personal data may also be shared with third parties. Personal data is retained for up to 10 years after the end of the contractual relationship.

With respect to their data and depending on the legal basis for processing, the client has: the right of access to and rectification of their personal data, as well as erasure or restriction, the right to object, the right to withdraw consent (if processing is solely based on it), the right to data portability, the right to lodge a complaint with the Data Protection Authority, and the right to object free of charge to the processing of their personal data for direct marketing. The exercise of these rights is subject to legal conditions and limitations. The aforementioned privacy terms may be updated from time to time.

15. SEVERABILITY – If one or more provisions in the special and/or general terms and conditions are found to be invalid, this will not result in the invalidity of the entire agreement. The invalid provision will be brought into conformity with mandatory legislation, for example, if the client is a consumer within the meaning of Article I.1.2. of the Belgian Code of Economic Law (WER).

16. JURISDICTION AND APPLICABLE LAW – Every agreement between TREEPACK and the other party is governed by Belgian law. The application of international treaties (including the Vienna Sales Convention / CISG) is excluded to the extent possible. All disputes relating to this agreement fall under the exclusive jurisdiction of the courts of the judicial district of Antwerp.