General terms and conditions of RecyFert Consulting Services B.V.

1. Who we are

1.1 These terms apply to RecyFert Consulting Services B.V., Keizerstraat 5 D, 2584 BA Den Haag, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 99318296 ("RecyFert", "we").

1.2 Contact: robert.vanspingelen@recyfert.com.

2. Scope

2.1 These terms apply to every quote, order and agreement in which RecyFert provides services to a client ("Client").

2.2 RecyFert works only for businesses. Our services are not offered to consumers.

2.3 The Client's own purchase or general terms do not apply, unless RecyFert accepts them in writing.

2.4 If a provision in these terms is void or cancelled, the other provisions stay in force. The parties will replace that provision with one that comes as close as possible to its purpose.

3. Services

3.1 RecyFert prepares and finalises technical documentation and EU declarations of conformity for EU fertilising products under Regulation (EU) 2019/1009 (an "FPR dossier"), for conformity assessment Module A, Module B followed by Module C, or Module D1. RecyFert does not cover Module A1.

3.2 RecyFert also offers optional services, as described in the quote, such as:

• QMS documentation setup
• audit preparation
• annual internal audits
• quality records logging
• archiving

3.3 The quote describes the exact scope of each assignment. Work outside that scope is quoted separately.

3.4 RecyFert performs its services to the best of its knowledge and ability (an inspanningsverplichting). RecyFert does not promise a specific result.

4. Quotes and agreement

4.1 Quotes are valid for 30 days, unless the quote states otherwise.

4.2 An agreement is formed when the Client accepts the quote in writing or by email, or pays the quote.

4.3 All prices are in euro and exclude VAT. Unless the quote states otherwise, prices also exclude:

• the fees of the notified body, which the Client pays directly to the notified body
• travel costs
• translation costs above the scope in the quote
• the Gilbert software licence when the Client buys its own access

4.4 Each dossier price includes two revisions. A revision is one round of changes after the Client has reviewed the dossier. Further revisions are quoted separately.

4.5 RecyFert may adjust its prices for recurring services once a year, with effect from the next renewal date. RecyFert informs the Client at least one month in advance.

5. What the Client provides

5.1 The Client provides complete and correct information in good time, such as:

• formulation
• ingredient specifications
• lab reports
• supplier certificates
• safety data sheets
• product labels

5.2 The Client is responsible for the accuracy and completeness of that information. RecyFert may rely on it and is not obliged to verify it independently.

5.3 If information is missing, late or incorrect, delivery dates move accordingly. RecyFert may charge any extra work at its hourly rate of € 200 excl. VAT.

6. Responsibility for the product

6.1 The manufacturer, or other economic operator, remains fully responsible for its product. It is also responsible for its technical documentation and for its EU declaration of conformity (Regulation (EU) 2019/1009, Articles 6 and 16).

6.2 RecyFert prepares and archives documents. RecyFert does not place products on the market. It does not sign the EU declaration of conformity, and it does not act as the Client's authorised representative, unless agreed separately in writing.

6.3 Decisions on conformity rest with the notified body or the competent authority. RecyFert does not guarantee that a notified body issues a certificate, or that an authority accepts the documentation.

7. Software and licence routes

7.1 RecyFert builds dossiers in the Gilbert FPR software of Gilbert RegTech B.V., a related company of RecyFert.

7.2 RecyFert licence route. RecyFert holds the software licence, and the Client receives viewing rights. The Client has full access to its dossier for six months after delivery. After that period, the Client either orders archiving (Article 8), or access closes. Access requested later counts as a new dossier.

7.3 Own licence route. The Client contracts directly with Gilbert RegTech B.V. for its own access, and gives RecyFert edit rights. Gilbert RegTech's own terms apply to that licence. RecyFert is not responsible for the availability of the software.

8. Archiving and delivery to auditors

8.1 With the archiving service, RecyFert keeps a copy of the Client's dossier for as long as the service runs. The legal retention period is five years after the product is placed on the market (Regulation (EU) 2019/1009, Article 6(3)).

8.2 For archived dossiers, RecyFert aims to supply the dossier to an auditor or surveillance authority within 24 hours of a request by the Client. Weekends and Dutch public holidays are not counted. This is a service level, not a guarantee. Not meeting it does not make RecyFert liable, unless caused by RecyFert's intent or gross negligence.

8.3 When archiving ends, RecyFert returns the dossier to the Client on request, in a common file format, and then deletes it.

9. Payment

9.1 RecyFert invoices dossier setups and one-off services when the agreement is formed, unless the quote states otherwise. RecyFert invoices recurring services annually in advance.

9.2 The payment term is 14 days from the invoice date. Payment is made by bank transfer or through the payment link in the quote.

9.3 If the Client pays late, the Client owes statutory commercial interest (Art. 6:119a BW) from the due date. The Client also owes reasonable extrajudicial collection costs. RecyFert may suspend its work until payment is received.

10. Recurring services, term and termination

10.1 Recurring services run for one year, and renew automatically for one year each time. The recurring services are archiving, quality records logging, annual internal audits and the QMS software licence.

10.2 Either party may end a recurring service by email, with at least one month's notice before the renewal date.

10.3 Either party may end the agreement immediately in writing if:

• the other party seriously breaches the agreement and does not remedy the breach within 14 days of a written notice
• the other party is declared bankrupt or is granted a suspension of payments

11. Cancellation and refunds

11.1 The Client may cancel a dossier assignment before RecyFert has started the work, free of charge.

11.2 If the Client cancels after work has started, the Client pays for the work done, at a fair share of the fixed price, with a minimum of 25% of the fixed price.

11.3 Payments for recurring services are not refunded for the remaining part of a running year, unless RecyFert ends the service without a reason attributable to the Client.

11.4 Fees paid to third parties on the Client's behalf are not refundable through RecyFert. These include notified body fees and travel costs.

12. Confidentiality and intellectual property

12.1 Both parties keep confidential all information they receive from each other that is confidential by nature or marked as such. This duty continues for five years after the agreement ends.

12.2 The Client owns its product information and the final dossier content made for it.

12.3 RecyFert keeps its rights to its own methods, templates, checklists and know-how. The Client may use the dossier for its own products and regulatory purposes.

13. Liability

13.1 RecyFert's total liability is limited to the amount the Client paid for the assignment concerned. For recurring services, it is limited to the fees paid in the twelve months before the damage occurred. If RecyFert's insurance pays out a higher amount in that case, liability is limited to that higher amount instead.

13.2 RecyFert is not liable for:

• indirect or consequential damage, such as lost profit, lost sales, recall costs, fines or damage to reputation
• decisions of notified bodies or authorities
• damage caused by incorrect or incomplete information from the Client
• the availability of third-party software

13.3 These limitations do not apply to damage caused by RecyFert's intent or gross negligence (opzet of bewuste roekeloosheid).

13.4 The Client must report a claim in writing within twelve months after it became aware of the damage. Otherwise the claim lapses.

14. Force majeure

14.1 RecyFert is not liable for delay or failure caused by circumstances beyond its control. Examples are illness, outages of software or internet services, and measures taken by authorities.

14.2 If force majeure lasts longer than 60 days, either party may end the affected agreement without liability.

15. Personal data

15.1 RecyFert processes personal data as described in its privacy notice at recyfert.com/privacy.

15.2 Where RecyFert processes personal data on the Client's behalf, the parties sign a data processing agreement.

16. Applicable law and disputes

16.1 Dutch law applies.

16.2 Disputes are submitted exclusively to the competent court in The Hague, the Netherlands.

16.3 These terms are written in English. If a translation exists, the English text prevails.

17. Changes

17.1 RecyFert may change these terms. Changes apply to new agreements, and to recurring services from the next renewal date after RecyFert has informed the Client.