The Arcane Software Ltd., hereinafter, 'Arcane Software', with its registered office in London, address 7 Bell Yard, London, WC2A 2JR, United Kingdom and registered in the Registrar of Companies for England and Whales under number 13963819.

1 Definitions

The following definitions are used, in singular and plural form, in these Conditions of Use:

1.1 The Service

The services provided by Arcane Software, offered by means of the website, consist of, among other things, offering a platform on which Contractors and Clients can connect in order to place work and find work to be performed in the form of self-employment.

1.2 The Client

The natural or legal person offering the Work respectively commissioning the Work to a Contractor via the Website.

1.3 The Contractor

The natural or legal person who makes him or herself available via the platform to perform work activities upon request of a Client; respectively signs up for or responds to one or more Work offers of the Client. The Contractor will perform the Work activities under the stipulations of an Agreement.

1.4 The Website

www.Arcane-Software.com works and all its affiliates, and the related Apps.

1.5 The Work

All work activities which are posted to the website and are requested by the Client to be executed by the Contractor.

2 General

2.1 Facilities

2.1.1 Arcane Software facilitates:

• a platform to place Work;
• a platform where Work can be acquired;
• a tri-party agreement;
• a Contractor-Client Agreement;
• invoicing for Contractors; and payments.

2.1.2 Arcane Software is, at all times, entitled to amend or supplement these Conditions of Use.

2.1.3 Any deviations from these Conditions of Use are only valid if these have been explicitly agreed in writing, by email between Arcane Software and the Contractor.

2.2 Usage rights

Arcane Software hereby grants the Contractor permission to use the platform.

2.3 Content

Arcane Software is not accountable for any content placed on the platform, app or on its website. However, Arcane Software will take all required measures to ensure correctness, validity and completeness of the information.

2.4 Independence

2.4.1 The Contractor acknowledges that Arcane Software is merely a means to run their own company.

2.4.2 Arcane Software does not in any case, ensure the independence of the Contractor.

2.4.3 Arcane Software makes the number of hours worked per Client comprehensible for the Contractor.

2.4.4 The Contractor can work a maximum of 650 hours per year for a Client, so that at least 3 Clients can be worked for in 12 months.

3 Remuneration, invoicing and payment

3.1 Invoicing

Arcane Software invoices in the name of the Contractor. The Client consequently pays Arcane Software and Arcane Software pays the Contractor on behalf of the Client by crediting via reversed billing. The Contractor ensures that Arcane Software is able to invoice the Client on behalf of the Contractor duly, meaning that the specifications of the executed work activities are known to Arcane Software within 2 days of the Work being finished. The Arcane Software' invoice explicitly states that Arcane Software invoices on behalf of the Contractor.

3.2 Authorisation

Authorisation is hereby explicitly given by the Contractor to Arcane Software, to send invoices to the Client for the Work and to receive payments from the Client for the Contractor.

3.3 Factoring

In order to receive the remuneration within 7 days after the Work finishes, the Contractor will offer the claim arising from the Work from the Client for sale or transfer to Arcane Software, in accordance with the "Trade Receivables Purchase Agreement" (hereinafter: "the Purchase Agreement"), undersigned by the Parties as Appendix 1 attached to this document. The Purchase Agreement is entered by The Arcane Software Ltd. and the Contractor.

3.4 Mandate

The Contractor hereby grants irrevocable mandate to The Arcane Software LTD to (a) realise a sale and transfer as meant under sub 3.3 in accordance with what is stipulated in the Purchase Agreement and (b) payment of the by the Arcane Software LTD owed claims owed purchase price.

3.5 Payment

Regarding payment, Arcane Software exclusively acts as a cashier.

Payment by Arcane Software to the Contractor liberates the Client from payment obligation towards the Contractor. Arcane Software is not in any way responsible for the actual payment by the Client to the Contractor. The default risk lies with the Client and Contractor at all times. Debtor risk always lies with the Contractor.

Payments will first serve the earliest dated outstanding invoices, regardless of invoice details. 25% up front, the rest upon completion of project. Payable by Wise Transfer, or PayPal.

3.6 Reimbursement

If a by The Arcane Software Ltd. bought claim from the Contractor requires to be reimbursed to The Arcane Software Ltd. on grounds of and as determined in the Purchase Agreement, then The Arcane Software Ltd. will communicate this directly to the Contractor and the Contractor will reimburse the amount as meant in article 10 of the Purchase Agreement to The Arcane Software [within 2 days], without prejudice to the rights of The Arcane Software Ltd. towards the Client on grounds of the sale and transfer of the claim.

3.7 Intellectual property

The Contractor remains the owner of all content and information that the Contractor posts on the Arcane Software website and platform. For content that is subject to intellectual property rights, such as photos (IP content), the Contractor expressly grants us the following permission: The Contractor grant us a non-exclusive, transferable, royalty-free, worldwide license to use any IP content that you post on Arcane Software (IP License). This IP license terminates when the Contractor deletes their IP content or account.

3.8 Sharing e-learning outcomes

The Contractor grants permission to Arcane Software to share test results supplied by the Contractor via the Arcane Software platform with the Client for the Profile. This permission may be revoked at any time by the Contractor.

3.9 Remuneration

The Contractor receives an hourly rate for the performance of the Work, excluding VAT and other levies imposed by the government.

3.10 Other remunerations

Included in the remuneration are travel costs, accomodation costs, any possible equipment costs, other expenses and travel time. These costs and their related hours, like for instance travel time, are therefore not remunerated separately.

4 Liability

Arcane Software solely acts as intermediary and will provide some services in that capacity. Arcane Software is therefore not involved in the (execution of the) Work. The agreement is entered into by and between the Contractor and the Client and Arcane Software is not a party to it.

Arcane Software is neither accountable for:

• the Contractor declaring Income Tax and National Insurance with the Tax Authorities;
• the Contractor declaring VAT;
• any damages resulting from not complying with one or more of the stipulations of these Conditions of Use;
• payments based on the Agreement between the Contractor and the Client;
• complying, by any means, with the Agreement entered by the Contractor and the Client;

Furthermore, as far as Arcane Software is liable, this liability is limited to GBP1000. – per event and to GBP5000.- per year. Indirect and resultative damage are expressly excluded.

5 Insurance

The Contractor has obtained Third Party Public Liability insurance cover in respect of their legal liability for bodily injury or damage to third party property for individual claims not exceeding £1 million per claim. The limits and exclusions in this clause reflect the insurance cover the Contractor has been able to obtain and the Client is responsible for making your own arrangements for the insurance of any excess loss.

6 Termination

The Contractor and Arcane Software are entitled to terminate the registration at any time, without providing reason and without the other party being accountable for damages resulting from the termination.

7 Agreement

7.1. Deviations

The Agreement is entered by the Client and the Contractor which means that Arcane Software is not a Party in this Agreement. Arcane Software is not accountable for the level of quality of the Work performed by Contractors or the quality of the Work placed by Clients. Arcane Software is not in any way accountable or responsible for acts or omissions by the Contractor or the Client. Arcane Software is not responsible for the information provided by the Clients in the Work form or in case of the Client not observing the applicable laws and regulations, intellectual property rights and privacy laws for third parties.

7.2 650 hours

In case of the Contractor and the Client entering an employment contract, without the mediation of Arcane Software, before the Contractor has worked 650 hours for the Client, the Contractor will owe Arcane Software a compensation under the following calculation: (650 minus the number of hours worked by the Contractor for the Client via the platform) multiplied by GBP 1.- net of VAT.

7.3 Reimbursement

The Contractor will notify Arcane Software immediately, or at least within 14 days, in case of an employment contract, without mediation of Arcane Software, being entered by the Contractor and the Client, in default of which, the Client will owe an immediately payable fine of GBP 3,000.-.

8 Maintenance

Arcane Software is entitled to (temporarily) suspend the operation of the website or to limit its operations in case of this being required for, for instance maintenance or adjustments to the website, without any rights to compensation by Arcane Software as a consequence.

9 Ratings

9.1 A Contractor is entitled to add a rating to a Client's profile after executing labour activities for the Client. The Contractor enters the required information to form the rating.

9.2 The Contractor warrants the information in the review to be truthful and bona fide and indemnifies Arcane Software of any liability of a third party in this.

9.3 Arcane Software is entitled to remove a rating at all times. Arcane Software may do so in case of, though not exclusively, being notified of a review being inaccurate, unreliable or indisputably wrongful, or if it does not meet the requirements in any other way.

9.4 A review must at least meet the following requirements:

• a review may not contain libellous, vulgar, obscene or racist language;
• a review may not contain personal details of the Contractor;
• a review may not contain links and/or scripts;
• a review should be posted by the Contractor and should refer to the Contractor who executed the work.

10 Miscellaneous

10.1 Maximum number of hours

The Contractor will perform work activities with a maximum of 650 hours per year for the same Client based on one or more agreements as described in article 7.

10.2 Approval

The Contractor will not enter any other agreements with the Client than one or more labour agreements as described in article 7, without prior consent of Arcane Software.

10.3 Replacement

The Contractor is free to have themself replaced via the Arcane Software platform or any other manner. The Contractor will notify the Client about who will perform the Work on his behalf prior to the replacement being arranged. In this, the Client does not have the right to refuse the replacement(s). In the event of replacement, the Contractor has a valid reason as a result of which they cannot work the service and will notify the Client prior to Work who is performing the work on his/her behalf as a replacement. It is not allowed to arrange replacement in advance and to act as an intermediary through our platform.

10.4 Termination

In case of the Contractor terminating the Agreement outside the agreed termination period, article 10.3 will come into force. In case of no replacement being organised by the Contractor, the Client for that particular job will make a selection. The Client indicates per job whether or not they were satisfied about how the no-show or annulment was dealt with by the Contractor. There are no consequences for the Contractor in case of all parties being satisfied. If this is not the case, the following process comes into force:

Each Client will be notified of the annulment by the Contractor for future jobs if the Contractor is matched with their Work. The Clients are given the option to cancel the match. In case of this occurring outside the cancellation period, the possibility to claim the Work by the Contractor is cancelled.

For any future Work to which the Contractor applies, but without a match so far, the response is cancelled.

The Contractor is offered the choice to remain active on the platform via an email. They can do so by paying a deposit of GBP 100.-. The Contractor is required to respond within 72 hours (3 days) indicating their choice.

In case of the Contractor opting to pay the warrant, they receive a payment link by email in order to make the payment, within the payment term of 24 hours (1 day).

In case of the Contractor not responding within the term of 72 hours (3 days) to remain active on the platform, and/or the term of 24 hours (1 day) for the warrant payment, the Contractor will be automatically taken off any Work for which there was a match. The Contractor will no longer be able to apply for new Work.

The Contractor may claim the refund of the deposit as soon as they have executed 3 jobs consecutively without the occurrence of a no-show or an cancelling outside the cancellation period. The Contractor will have to contact Arcane Software ([email protected]) in order to claim the warrant. Six months after paying the warrant, the GBP 100.-. deposit will automatically be transferred back to the Contractor.

11 Account

11.1 An account needs to be set up in order to use the Services offered by Arcane Software, how to do this is explained on the website.

11.2 An account can only be activated once Arcane Software has accepted the written request to place the account. Arcane Software is entitled to refuse or remove (setting up) an account and/or an offer or other information proposed by the Contractor without giving reason.

11.3 The Contractor is provided a password for the account. This password is strictly personal and the Contractor is not allowed to give access to third parties. The Contractor is responsible for all use of their account and grants Arcane Software indemnity against all damages or other claims made or suffered by third parties when making use of their account.

11.4 Arcane Software is entitled to change the password in case of this being necessary for the Service to function properly.

12 Exclusion

Arcane Software reserves the right to exclude the Contractor from any (further) use of the Website, by blocking and/or removing their account, without having to reimburse collected payments in case of:

• the Contractor's actions contravening with these Conditions of Use;
• the Contractor violating (intellectual property) rights of third parties;
• the Contractor running an employment agency or comparable business;
• the Contractor contravening with the applicable laws and regulations;
• the Contractor reacting to Work on the platform which has been published by the Contractor themselves;
• the Contractor showing inappropriate behaviour, being insulting, vulgar, obscene and/or racist towards Arcane Software staff or Clients.

13 Force Majeure

Arcane Software is not bound to fulfill any obligations in case of being hindered due to force majeure. Among other things, third party and/or subcontractors which Arcane Software makes use of, not delivering is considered force majeure.

14 Referrals and permissions

The Website contains referrals (hyperlinks, banners or buttons) to third party websites. Arcane Software has no control over these websites and is not responsible for its content and/or policies, for instance its privacy policy.

15 Security

Arcane Software makes all reasonable efforts to secure and protect its systems against loss and/or any form of illegitimate use. Arcane Software implements suitable technical and organisational measures, taking into account, among other things, the state of technology.

16 UK Law

This Contract and any issues arising out of, or connected to it, are governed by English law.

LAW AND JURISDICTION 23.1 The Agreement and all disputes or claims arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England. 23.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle all disputes or claims that arise out of or in connection with the Agreement or its subject matter.

Appendix 1:

TRADE RECEIVABLES PURCHASE AGREEMENT

THE UNDERSIGNED:

1. The limited liability company Arcane Software Ltd, registered in London, with its registered office address 7 Bell Yard, London, WC2A 2JR, United Kingdom, registered with the Registrar of Companies for England and Whales under number 13963819 trading under the name "The Arcane Software Ltd.", in this respect legally represented by Mrs. Olga Marshall (hereinafter: "The Arcane Software Ltd.")
and
2. Arcane Software Ltd residing at 7 Bell Yard, London, WC2A 2JR, United Kingdom, [registered with the Registrar of Companies under number 13963819) in this respect legally represented by mrs Olga Marshall] (hereinafter referred to as: "Seller")

TAKE INTO ACCOUNT:

• The Arcane Software Ltd. provides a platform which offers the Seller the opportunity to obtain Work from Clients in order to execute certain work activities;
• The Seller obtains claims regarding accepted Work from his/her Clients and wishes to transfer these claims to The Arcane Software Ltd. (sale and transfer);
• The Arcane Software Ltd. is willing to accept this sale and transfer by the Seller under the to be described conditions;

AND HAVE AGREED:

Article 1 | Sale and transfer

1. For the duration and under the conditions of the stipulations of this agreement, the Seller will offer to sell to The Arcane Software Ltd., all his/her (future) trade receivables which are to be invoiced to the clients of the Seller and which are related to work agreements which are entered via the platform of The Arcane Software Ltd. (hereinafter: "Claims" and each separate trade receivable "Claim").
2. The acceptance by The Arcane Software Ltd. of each offer of a Claim occurs because The Arcane Software Ltd. specifies the Claims it wishes to purchase on the by The Arcane Software Ltd. drafted invoice, which is provided to the platform of The Arcane Software Ltd., who acts as a representative of the Seller. This invoice which also serves as a deed of transfer will hereinafter be referred to as: "Deed of transfer invoice". The Deed of transfer invoice is drafted as shown in Appendix 2 which is attached to this Agreement. The Seller hereby grants an irrevocable and unconditional mandate to The Arcane Software Ltd. to sign the Deed of transfer invoice for the Seller in accordance with art. 156a (2) of the Code of Civil Procedure, the Seller agrees irrevocably to receive private deeds by means of reversed billing.
3. Debtors will be notified of the delivery of the Claims as agreed upon of what is stipulated in article 6. The Arcane Software Ltd. is at all times entitled to offer each Deed of transfer invoice to the tax authorities for registration.
4. All related security rights, dependent rights and ancillary rights are also transferred with the Claims transferred to The Arcane Software Ltd., as also a possible retention of title stipulated by the Seller. If this is not the case, the seller transfers the mentioned security, dependent and ancillary rights and the retention of title to The Arcane Software Ltd. by means of the Deed of transfer invoice. Any possible arbitration, mediation and/or binding advice provisions are not transferred to The Arcane Software Ltd.

Article 2 | Rates and purchase price receivable

This agreement is entered based on the most recent rates overview of The Arcane Software Ltd., to which the Seller agrees. The mentioned rates overview states, among other things, the annual set costs (subscription costs) and the costs involved per Claim offered for sale. Any possible changes can only be agreed upon in writing.

The purchase price of a Claim (the percentage of the total Claim including owed VAT) is disclosed by The Arcane Software Ltd. per individual Claim in advance.

When entering this agreement, The Arcane Software Ltd. establishes a so-called factor limit. This factor limit may apply to the Seller and/or to each client of the Seller. The factor limit relates to the maximum amount for which The Arcane Software Ltd. will purchase Claims from the Seller and/or any client of the Seller. In case of the Seller offering Claims to The Arcane Software Ltd. which exceed the factor limit, the Seller is deemed to have The Arcane Software Ltd. collect the Claims for the Seller in its own name and for the costs for each offered Claim as meant in article 2 (1).

The Arcane Software Ltd. reserves the right to adjust its rates annually and on 1 January.

The Seller agrees to The Arcane Software Ltd. being able to make liberating payments for bought Claims for the owed purchase price, at any time. The Seller grants discharge to The Arcane Software Ltd. for this in advance. Furthermore, The Arcane Software Ltd. is also entitled to make direct payment of the due purchase price to the Seller.

Article 3 | Taxes

The Seller is required to make regular and timely payments of the taxes and National Insurance contributions to the Tax Authorities which is included in the Claim, regardless of The Arcane Software Ltd. buying the Claim.

If and so far a situation occurring, as meant in article 29 of the Turnover Tax Act of 1968 (hereinafter referred to as "TO Tax Act"), related to a Seller's Claim sold to The Arcane Software Ltd., the right to a return (hereinafter: the "Right to Return") lies with The Arcane Software Ltd. In this, the Seller sells and delivers to The Arcane Software Ltd. in advance, all claims related to the Right to Return which the Seller will acquire for the Claim bought by The Arcane Software Ltd., which will be accepted by The Arcane Software Ltd. by sale and transfer. Moreover, the Seller hereby grants The Arcane Software LTD irrevocable and unconditional authorisation to execute all that is required to establish the cession of the Right to Return by the Seller to The Arcane Software Ltd. or to collect the Right of Return form the Tax Authorities.

The Seller is obliged to inform the Tax authorities in writing on the transfer of the Right of Return on first request in writing by The Arcane Software Ltd. and The Arcane Software Ltd. is authorised to inform the Tax Authorised and shall offer the Tax Authorities a report or summary of this agreement.

The Seller supplies The Arcane Software Ltd. with all evidence related to VAT paid and which The Arcane Software Ltd. wishes to recover on grounds of article 29 of the TO Tax Act on its first request, be it the original documents or, and only if and when the Seller has an interest in retention of the mentioned document, a copy of the document(s). In case of the Seller considering a relevant document or part of a document to be confidential and therefore is not willing to offer the original document to The Arcane Software Ltd., the Seller can instead offer a notarial deed containing a summary or extract of all the relevant elements regarding the Right of Return. The costs involved are for the Seller.

Article 4 | Information and communication

The Arcane Software Ltd. is authorised to collect all relevant credit information of the Seller's customers and to contact them directly. The Arcane Software Ltd. may set the condition that a customer is in absolute agreement with the invoice prior to buying any Claims.

The Seller is obliged and The Arcane Software Ltd. is entitled to, at all times, inform the Seller's customers of the transfer of the Claims and may also supply these customers a summary or extract of this agreement.

Article 5 | Conditions for Claims transfers and guarantees

It is required that the Seller provides The Arcane Software Ltd. with an updated version of the (general) sales, delivery and payment conditions at all times. The Arcane Software Ltd. is entitled to give the Seller binding instructions relating to the content and the use. The Seller is obligated to follow up on these instructions within five (5) working days.

At all times, when the Seller transfers one or more Claims to The Arcane Software Ltd., he/she guarantees the following:

• the customer of the Seller has no related and running file for bankruptcy, suspension request for payment or admittance to the Act on Debt Consolidation for Natural Persons;
• the customer of the Seller has not been declared bankrupt (also a bankruptcy declaration within ninety (90) days after buying the first Claim on the customer by The Arcane Software Ltd.), not been granted suspension of payment and has not entered the Act on Debt Consolidation for Natural Persons;
• the Seller's customer has not been in default regarding its obligations towards The Arcane Software Ltd. in any way;
• the Claim is not related to a transaction that has not yet been approved, owed sales commission, payment terms or agreements to be fulfilled;
• the invoiced services and/or work activities are executed correctly, and that the customer has ordered the services legally and/or referred the work activities to the customer;
• the Claim regards a transaction that has come about legally and that there are no limitations in selling and delivering the Claim to The Arcane Software Ltd.;
• the Claim is freely transferable;
• the customer cannot, in any way, demand compensation from the Seller, that there is no deductible counterclaim and that the customer is not the Seller's creditor;

Besides the sales, delivery and/or payment conditions known to The Arcane Software Ltd., there are no other agreements made or to be made which are not in agreement with the interests and/or rights of The Arcane Software Ltd. in the role of buying party of the Claim and/or the known sales, delivery and/or payment conditions:

• there is no dispute regarding the obligations between the Seller and the customer and that the Seller is not aware of any circumstances which may cause such a dispute;
• the Claim has not been transferred, sold or pledged in any way to a third party;
• the Claim has not been seized, or charged by the Seller to the customer;
• the Claim is not related to a subsidiary, sister or mother company of the Seller or any other company in which the Seller is invested in any way;
• the with the customer agreed sales, delivery and/or payment conditions cover the default interest of at least the statutory commercial interest as meant in articles 6:119a and 6:120 paragraph 2 of the Civil code (hereinafter: "Cc") is owed, in case of not making payment in the agreed payment term;
• the agreed payment term for (collective) invoices is no more than 14 days, unless agreed differently in writing with The Arcane Software Ltd.;
• each (collective) invoice related to a Claim is sent within 30 days of the services to which the Claim is related being executed;
• the Seller is fully authorised to transfer ownership of the Claims to The Arcane Software Ltd.;

In case of an already transferred or a yet to be transferred Right to Return, as meant in article 3.2, this is transferable and the Tax Authorities may not affect this on grounds of any objections or (possible) claims for set off.

4. In case of infringement of the guarantees stipulated in article 5 paragraph 3, the Seller may not claim force majeure.

Article 6 | Cession text and the offering of Claims

All the Claims offered for sale by the Seller to The Arcane Software Ltd. will be invoiced by The Arcane Software Ltd. on behalf of the Seller on The Arcane Software Ltd. stationary. The Arcane Software Ltd. provides all these (collective) invoices with (at least) the following:

"The Arcane Software Ltd. and the Freelancers make use of factoring. In this, the claims (the releasable part) of this collective invoice are transferred (sold and assigned) to The Arcane Software Ltd. in Amsterdam. Liberating payment for this collective invoice is to be made to The Arcane Software Ltd.. Payment must be made within [14 days] of the invoice date by transfer to IBAN GB69 TRWI 2314 7027 5170 83 on behalf of The Arcane Software Ltd.. in London stating the invoice number."

On behalf of the Seller, the Arcane Software platform will upload the relevant Arcane Software (collective) invoice and all required appendices and/or other documents proving the Claim's legality onto the platform of The Arcane Software Ltd.. The Arcane Software Ltd. will take care of sending the (collective) invoice including the cession text and the required attachments to the customer.

Article 7 | Disputes and crediting

The Seller is obligated to inform The Arcane Software Ltd. immediately on any complaints and protests of customers regarding what is invoiced to the customer on the invoices transferred to The Arcane Software Ltd. as for any possible customer third party garnishments charged by the Seller.

The Seller is obligated to inform The Arcane Software Ltd. immediately of all possible crediting related to transferred Claims of customers to The Arcane Software Ltd. by stating the cession text mentioned in article 6 section 1, on the relevant credit invoice and uploading it onto the platform of The Arcane Software Ltd.

The Seller must make the amount, stated in article 7 section 2 of the relevant credit invoice, payable to The Arcane Software Ltd. within two (2) working days.

Article 8 | Transfer

During and after the term of this Agreement, It is explicitly prohibited for the Seller to:

• pledge and/or transfer the ownership of Claims sold to The Arcane Software Ltd. to third parties;
• assign this Agreement or any rights or obligations of the Seller from this Agreement to a third party;
• The claims that the Seller has on The Arcane Software Ltd., arising from or connected to this Agreement (among which the claim for payment of the purchase amount of the Claim) are not liable to transfer or pledging as stipulated in article 3:83 section 2 of the Civil code;

The Arcane Software Ltd. is authorised to transfer this Agreement, connected rights and obligations and Claims bought by The Arcane Software Ltd. to third parties. Insofar as required and permitted by law, the Seller hereby grants his/her permission or cooperation in advance.

Article 9 | Direct payment

In case of a customer paying a Claim directly to the Seller or The Arcane Software Ltd., the Seller must communicate details about this payment to The Arcane Software Ltd. and make the amount payable to The Arcane Software Ltd. within two (2) days after receiving the amount on his/her own initiative.

Article 10 | Reimbursement and liability of the Seller

In case of:

the customer issuing a complaint within a reasonable term after receiving the invoice, about the charged services and The Arcane Software Ltd. considers the complaint to be fair,

after reasonable consideration by The Arcane Software Ltd. considering there to be one or more warranties to be breached as stated in article 5 section 3,

a situation as described in article 7, article 8 section 1 (a) or article 9,

The Arcane Software Ltd. reserves the right to sell the Claim concerned back to the Seller (and to transfer it back) against payment, within two (2) days, by the Seller of the total invoice amount (Including turnover tax). The Seller is obligated to accept this sale and transfer. The Seller hereby grants The Arcane Software Ltd. irrevocable and absolute authorisation to perform all the required actions between The Arcane Software Ltd. and the Seller in order to resell and retransfer.

In case of a resell and retransfer, the Seller is obligated to reimburse The Arcane Software Ltd. for all connected costs.

The retransfer is subject to conditions precedent of complete payment by the Seller of the amount stated in article 1. Until complete payment is made and the retransfer, The Arcane Software Ltd. is authorised to receive payment from the Seller's customer and, if necessary, enforce payment.

Article 11 | Special obligations Seller

Within six (6) months after finishing the financial year and on The Arcane Software Ltd.'s first request, the Seller is required to provide his/her (consolidated) financial statement to The Arcane Software Ltd.

In case of applicability of arrangements regarding chain liability and hiring liability, the Seller is to provide The Arcane Software Ltd. with a declaration of payment performance chain liability and hiring liability of the Tax Office on a monthly basis.

In case of the invoiced Seller's services falling under the (legal) provisions regarding chain and hiring liability, the purchase of the Claim made by The Arcane Software Ltd. only applies to the so called released part of the Claim. The Seller is obligated to be in full compliance, correctly and timely, arising from the (legal) provisions regarding chain and hiring liability.

The Seller may not provide third parties access to this Agreement without written consent of The Arcane Software Ltd.

Article 12 | Penalty clause, contractual interest and (out of) court costs

In case of the Seller failing to (timely) comply with one or more obligations stated in this Agreement, he/she is to pay a fine to The Arcane Software Ltd. of twice the nominal amount of the Claim(s) to which the failed compliance is related. In case of the failed compliance not being related to one or more specific Claims, the Seller owes The Arcane Software Ltd. a fine of £1,500.00 (one thousand five hundred pounds). The chargeability of any fine will have no effect on The Arcane Software Ltd.'s right to comply.

Over the period that the Seller fails to comply paying any owed amount to The Arcane Software Ltd., the Seller owes a contractual interest of one percent (1%) per month. This does not concern a punitive interest and leaves the right to compliance of The Arcane Software Ltd. unaffected.

The Seller must reimburse extrajudicial and actual judicial expenses made by The Arcane Software Ltd. in order to bring about the compliance of this Agreement and/or the payment of the Claims. The extrajudicial costs are set at fifteen percent (15%) of the to be recovered amount, with a minimum of £125.00 (one hundred and twenty five pounds). Reimbursement of the costs in this stipulation has no effect on the right to compliance of The Arcane Software Ltd.

Article 13 | Contingent private charge to collect

For so far, under this Agreement, the sold and delivered Claims to The Arcane Software Ltd., turn out to be non-transferable, the Seller will, in advance, give the charge to The Arcane Software Ltd. and The Arcane Software Ltd. accepts this charge from the Seller, for the interest of the Seller, yet in its own name (so in name of The Arcane Software Ltd.) receive payments of all Claims that the Seller, by virtue or arising from this Agreement, has sold and delivered to The Arcane Software Ltd.

For so far this is legally permitted, The Arcane Software Ltd. , with exclusion of the Seller, entitled and obliged to carry out the relevant charge. This exclusion also applies for costs against third parties.

The Arcane Software Ltd. is authorised to carry out the charge to its own judgement.

Article 14 | Default, offsetting and suspension

Upon expiration of any terms stated in the agreement, the Seller shall be in default.

The Arcane Software Ltd. is authorised to offset any claims on the Seller with what is owed by The Arcane Software Ltd. to the Seller. The Arcane Software Ltd. is also authorised to suspend fulfillment of its obligations.

Any claims for set off by the Seller is impossible. It is also not possible for the Seller to suspend his/her fulfillment of obligations.

Article 15 | Term and termination

This Agreement is in force directly after both parties have signed the Agreement and has a term of twelve (12) calendar months, starting from the date on the Agreement.

This Agreement is tacitly renewed with a period of twelve (12) calendar months, unless the Seller has terminated this Agreement by registered letter, at least three (3) months prior to the end date of the relevant term.

Without prejudice of termination and its other legal rights, The Arcane Software Ltd. is authorised to terminate this Agreement immediately and without notice of default in case of the Seller not (properly) fulfilling one or more of his/her obligations stated in this Agreement.

After termination of the Agreement, the obligations stated in this Agreement, of all parties will remain in force for any Claims bought by The Arcane Software Ltd. from the Seller before the end date of the Agreement.

The Seller must pay for any damages and costs related to an interim termination as stated in article 15 section 3 to The Arcane Software Ltd.. This also relates to any possible legal aid costs. This stipulation has no effect on the right to fulfillment of The Arcane Software Ltd.

Article 16 | Applicable law and address for service

This Agreement (including this stipulation), the final invoice and all engagements coming from this, are exclusively governed by the laws of the United Kingdom.

Any possible general conditions applied by the Seller are not applicable to any legal relationships between the Seller and The Arcane Software Ltd.

In case of any conflicts between The Arcane Software Ltd. and the seller occurring, which relate to this Agreement (including this stipulation), the final invoice or any engagements coming from this, the District Court in Amsterdam is exclusively competent to take cognisance of this, without prejudice to the right to appeal.

This Agreement is drawn up in duplicate and signed by both parties. Both parties declare to have received a signed copy of this Agreement.