‍Terms & Conditions

Alleo B.V. and Alleo Platform Transactions B.V.

Version: September 3, 2024

These Terms & Conditions are structured as follows:

Chapter 1 – General Provisions (applicable in all instances)

Chapter 2 – Specific provisions regarding services provided by Alleo

Chapter 3 – Specific provisions regarding services provided by Alleo Platform Transactions

Chapter 1 - General Provisions

1. Introduction

1. Alleo offers the Platform; an all-in-one flexible benefits platform designed to empower

Employers to offer premium perks, custom benefits, and clear information to their

Employees, while making salary components highly flexible (hereinafter referred to as:

"Benefits"). The flexibilization of salary components includes flexible holiday allowance,

buying/selling annual leave days, and flexible pension schemes.

2. Alleo Platform Transactions is the driving partner handling the financial clearing of Benefit purchases.

These Benefits are purchased by the Client for the direct well-being of their Employees.

Orders placed with third parties via the Platform result in Alleo Platform Transactions purchasing

the respective goods and services from the Partner under its own name, by order and for the account of the Client,

charged against the Budget allocated by the Client. Alleo Platform Transactions handles the financial settlement

by ensuring the Partner receives the due payment.

3. The Agreement comprises two separate service agreements designed to protect your assets;

one with Alleo and one with Alleo Platform Transactions.

Each operates as an independent contracting party and cannot be held liable for the

actions of the other. This smart separation ensures that prepaid budgets are securely

held with Alleo Platform Transactions, completely separated from Alleo's general business operations.

2. Definitions

1. In these Terms & Conditions, the following definitions apply:

a. Terms & Conditions: these general terms and conditions utilized by Alleo B.V. and Alleo Platform Transactions B.V.;

b. Alleo: Alleo B.V., registered in Amsterdam, with offices located at Omval 300, 1096

HP in Amsterdam, registered with the Chamber of Commerce under number

81844646;

c. Alleo Platform Transactions: Alleo Platform Transactions B.V., registered in

Amsterdam, with offices located at Omval 300, 1096 HP in Amsterdam, registered

with the Chamber of Commerce under number 88734692;

d. Benefit(s): the flexible compensation options to be purchased and managed by Employees via the Platform, such as (discount codes for) products and services

from Partners and flexible salary components;

e. Benefit Services: the services delivered by Alleo Platform Transactions,

consisting of managing prepaid Budget amounts and purchasing and delivering

Benefits from Partners on behalf of the Client, as detailed in Article 1.2;

f. Budget: the flexible spending value made available on the Platform (to its Employees) by the Client, corresponding to an amount prepaid by the Client to Alleo Platform

Transactions (including any security deposit if applicable) for the purchase of Benefits by Employees;

g. Services: the combination of Benefit Services and Platform Services;

h. Initial Term: the agreed initial duration of the Agreement,

1/12as specified in the order form or, if no duration is specified there,

as determined in Article 4 of these Terms & Conditions;

i. Delivery Agreement: each individual agreement concluded via the Platform

for the delivery of a Benefit by a Partner, completed through the intervention of Alleo PFT, wherein Alleo Platform Transactions

acts under its own name but by order and for the account of the Client;

j. Client: the contracting party (employer) with whom Alleo or Alleo Platform

Transactions has entered into an Agreement;

k. Contractor: either Alleo or Alleo Platform Transactions, depending on the

context; Alleo supplies the Platform Services, while Alleo Platform

Transactions supplies the Benefit Services;

l. Agreement: the contract between the Client and Alleo or Alleo

Platform Transactions enabling the Client to leverage the Benefit Services of Alleo Platform Transactions and/or the Platform Services of

Alleo, consisting of the order form (the Benefits-as-a-Service agreement)

including its appendices, these Terms & Conditions, and the Data Processing Agreement;

m. Partner: a third-party vendor offering services/products that Employees can

select as Benefits via the Platform;

n. Party / Parties: Alleo, Alleo Platform Transactions and/or the Client, depending on the

context;

o. Platform: the cutting-edge employee benefits-as-a-service platform provided by Alleo, accessible via web and mobile application, where

Employees can freely select their preferred Benefits;

p. Platform Services: the services provided by Alleo, encompassing the provision

of the Platform as detailed in Article 1.1;

q. Platform Fee: the fee due from the Client to Alleo for utilizing the

Platform up to the agreed number of active Employees;

r. Confidential Information: all information disclosed by one Party to the other,

either in writing or orally, which is designated as confidential or which by its nature or circumstances of

disclosure should reasonably be deemed confidential. Confidential Information includes all key documentation (in any format)

belonging to the disclosing Party. In the case of the Contractor, this strictly encompasses all data processed by or through the Platform;

s. Working Day(s): calendar days between 09:00 and 17:00 CET/CEST local time,

excluding Saturdays, Sundays, and public holidays (in the Netherlands);

t. Employee(s): Individuals employed by, or performing work for, the Client who

have active access to the Platform.

3. Applicability

1. These Terms apply to all Agreements in which the Contractor is a party and to any future legal relationship between the

Contractor and the Client.

2. General (purchasing) terms of the Client and/or third parties are strictly excluded from

applying to the Agreement.

3. If any provision of these Terms & Conditions and/or the Agreement is or becomes void, voidable, or unenforceable,

it shall be replaced with a valid provision that aligns as closely as possible with the intended purpose and spirit of the original clause. All other

provisions shall remain in full force and effect.

4. In the event of any conflict between the clauses in these Terms & Conditions and

other parts of the Agreement, the following order of precedence applies:

a. the order form (the Benefits-as-a-Service agreement);

2/12b. these Terms & Conditions; and

c. the Data Processing Agreement.

5. The Contractor reserves the right to amend or supplement these Terms & Conditions.

Amendments also apply to existing Agreements, subject to a 30-day notice period after communicating the update to the

Client. If the Client does not agree to an amendment, they have the right to terminate the

Agreement effective from the date the new terms take effect, unless the Parties agree that

the previous version of the Terms & Conditions will continue to apply to the Client.

4. Formation and Duration of the Agreement

1. The Agreement is officially concluded once signed by both Parties, or the moment the

Contractor begins executing the intended activities. All offers and proposals from the

Contractor are non-binding unless explicitly stated otherwise in writing.

2. Unless otherwise agreed, the Agreement is entered into for an Initial Term

of twelve (12) months. After the Initial Term, the Agreement automatically renews for

successive periods of one (1) year ("Renewal Term"). Either Party

can terminate the Agreement at the end of the Initial Term or any Renewal Term, subject to a

one (1) month written notice prior to the expiration of the current term. Notice of termination must be provided

exclusively in writing. Early termination is not permitted, except as provided under Article 11

of these Terms & Conditions.

5. Pricing

1. All pricing in the Agreement, offers, and/or proposals from the Contractor is

expressed in Euros (€) and excludes Value Added Tax (VAT).

2. The ongoing monthly Platform Fee payable by the Client is linked directly to the

number of active Employees permitted to use the Platform, as specified in the

Agreement. On the start date of the Agreement, Alleo invoices the

Platform Fee corresponding to the initial tier of Employees. As soon as the maximum allowed

Employee count is exceeded, Alleo will invoice the Platform Fee corresponding to the next tier of Employees at the end of that month,

as established in the Agreement. This additional invoice will cover the

remainder of the contract year (calculated pro rata). This ensures Alleo only bills

the Client for additional Employee tiers as your workforce grows and the previous limits are passed.

3. Once the Employee limit of a specific tier is exceeded, the limit of the next

tier—and its corresponding Platform Fee—will automatically serve as the basis for the

entire remaining duration of the Agreement. Downwards tier adjustments during a contract year

are not permitted without prior written consent from the Contractor.

4. The Contractor may, at its sole discretion, choose to apply a discount to the payments due from the Client. The Client cannot derive any rights from discounts granted by the Contractor in other instances. Unless explicitly agreed otherwise in the Agreement, any granted discounts will expire after 12 months.

5. The prices of available Benefits for purchasing products or services from Partners are clearly displayed in the Platform and are mainly set by the Partners themselves. The Contractor reserves the right to adjust the pricing of available Benefits at any time. Purchased Benefits cannot be unilaterally exchanged back to Budget.

6. The Client is responsible for deactivating departing Employee accounts in a timely manner. To ensure recurring Benefits purchased from external Partners can be terminated on time and to prevent deactivated Employees from ordering new Benefits, the Client must remove Employee accounts from the platform at least one (1) month prior to the date their benefit entitlement ends (“Offboarding”). Costs incurred by Alleo Platform Transactions as a result of late Offboarding (such as extended subscription durations) will be charged to the Client and deducted from the Budget (or invoiced separately if no Budget is available). The Client can easily manage Employee Offboarding via the Alleo customer portal (when no live HRIS custom integration is active).

7. Regarding the current level of the Budget and the fees for Services provided by the Contractor, the administrative records of the Contractor shall serve as full and conclusive proof, without prejudice to the Client's right to provide counter-evidence.

8. At the start of each Renewal Term, the Platform Fee is subject to an automatic price indexation determined by Alleo. If the increase in the Platform Fee for a Renewal Term exceeds 5%, Alleo will inform the Client of the adjusted price at least 40 days prior to the start of the Renewal Term (providing an extra 10 days alongside the standard one-month notice period mentioned in Article 4.2).

6. Invoicing and Payment Terms

1. The Platform Fee is billed annually in advance by Alleo, unless the Client owes an additional recurring Platform Fee during a contract year for moving into the next Employee tier, in accordance with Article 5.2.

2. To enable Employees to purchase premium perks from Partners, the Client must maintain an active Budget. To set this up, the Client specifies the desired Budget value to Alleo Platform Transactions, which then allocates the Budget on the Platform. Alleo Platform Transactions will invoice the complete value of this Budget to the Client in the subsequent calendar month. Benefit purchases made by Employees are deducted directly from the available Budget from the moment the Budget is created. The allocated Budget value represents a receivable for the Client against Alleo Platform Transactions, which decreases as the Budget is utilized for Benefit purchases. At the end of each calendar month, Alleo Platform Transactions invoices the Client for the Benefits consumed during the previous month (offsetting the total value of consumed Benefits against the available Budget). If the Budget is fully depleted, the provisions of paragraph 3 apply.

3. If no Budget is available, and both Parties agree that Employees can purchase Benefits without a preset Budget, the Client will pay retrospectively each month for the consumed Benefits. Invoicing will take place via a consolidated invoice sent to the Client within five (5) Working Days after the close of the month in which the purchases occurred. The value of Benefits purchased in the preceding month will be clearly itemized on the consolidated invoice delivered to the Client for the delivery of goods and services under Article 3, paragraph 6 and Article 4, paragraph 4 of the Dutch Turnover Tax Act of 1968.

4. The Client is solely responsible for defining and configuring spending limits for individual Employees, if desired.

5. Refunds of unspent Budget will only be issued under the following circumstances:

a. Upon termination of this Agreement for any reason whatsoever;

b. Upon the expiration of Budget allocated to an Employee due to the Offboarding of said Employee, or when an Employee exceeds a maximum Budget if the Client has set a savings limit (in these cases, credits for expired Budgets will be offset against the Contractor's subsequent invoice(s)).

6. The following strict payment terms apply to the Contractor's invoices:

a. For invoices issued by Alleo, a payment term of 30 days from the invoice date applies;

b. For invoices issued by Alleo Platform Transactions, a payment term of 14 days applies.

7. The Contractor reserves the right to request advance payment from the Client for services to be rendered, including during the term of the Agreement. If the Client fails to comply with this request in a timely manner, the Contractor is entitled to suspend its Services. If this suspension leads to premature termination, the provisions of Article 4.2 apply. The Client cannot claim any performance of the Agreement if the required advance payment has not been successfully completed.

8. If the Client fails to fulfill any payment obligation within the stated timeframe, the Contractor, without requiring any formal notice of default, is immediately entitled to:

a. Suspend performance under the Agreement in respect of which the Client is in default (including restricting Platform access or disabling the ability to select Benefits);

b. Collect statutory commercial interest (as referred to in Article 6:119a of the Dutch Civil Code and Article 6:120 paragraph 2 of the Dutch Civil Code). This interest is due from the moment the payment becomes overdue until the Client has fully settled the outstanding balance with the Contractor;

c. Recover all judicial and extrajudicial collection costs, where the latter is fixed at a minimum of 15% of the overdue invoice amount.

9. Any objections regarding invoiced or collected amounts must be submitted by the Client in writing or via email to the Contractor within 14 calendar days of the invoice date. After this period, the Client is deemed to have accepted the invoice in full. In the event of a dispute, the Parties will quickly consult to resolve the disputed portion. Disputing part of an invoice does not suspend the Client's obligation to pay the undisputed portion of the invoice.

7. Intellectual Property Rights

1. All (information contained in) proposals, offers, designs, models, imagery, photography, drawings, products, Services, the Platform, and all associated intellectual or industrial property rights remain the exclusive property of the Contractor and/or its licensors. The Client is strictly group-prohibited from reproducing, disclosing, utilizing, or sharing these materials, in whole or in part, without receiving prior written consent from the Contractor.

2. The Contractor is entitled to implement technical measures to protect and safeguard the rights outlined in paragraph 1. The Client must not bypass, remove, or compromise these technical security measures. Furthermore, the Client is not authorized to modify, copy, or remove software, websites, databases, or hardware made available by the Contractor.

3. The Contractor indemnifies the Client against any third-party claims alleging that the materials provided by the Contractor (specifically including the Platform) infringe upon the intellectual property rights of that third party. In the event of such a claim, the Client must notify the Contractor in writing immediately and provide all necessary cooperation and data for the Contractor's defense. The Contractor retains full control over the defense and any settlement negotiations, and the Client shall make no admissions or reach settlements without prior written authorization from the Supplier.

8. Force Majeure

1. Force majeure, in respect of the Contractor, includes any factual, legal, or other external circumstances—whether foreseeable or not—which prevent timely execution of the Agreement through no fault of its own, or make execution excessively burdensome in the Contractor's reasonable opinion. Such circumstances include, but are not limited to: strikes; energy, water, or grid failures; fire; import, export, and production bans; government interventions; transport obstacles; pandemics; vendor or supplier defaults; power outages; war; floods; acts of terrorism; and disruptions to internet, data network, or telecom infrastructures.

2. Neither Party shall be held liable for damages suffered by the other Party if such damages result from a Force Majeure event.

3. If a Party is temporarily unable to fulfill its obligations under the Agreement due to Force Majeure, this shortfall cannot be attributed to them.

4. If a Force Majeure event continues for more than sixty (60) days, either Party retains the right to terminate the Agreement in writing with immediate effect.

9. Confidentiality

1. The Party receiving Confidential Information shall keep it strictly confidential and shall not disclose it to anyone except: (i) third parties authorized in writing by the disclosing Party; or (ii) its partners, directors, or employees who need to know such Confidential Information to perform duties under the Agreement, provided they are bound by confidentiality clauses no less restrictive than those in this Article.

2. The Parties shall not utilize Confidential Information for any purpose other than executing their obligations under the Agreement, or as required to meet legal and regulatory obligations.

3. Both Parties will take all reasonable precautions to protect Confidential Information from unauthorized access or disclosure, and will immediately report any suspected data breach or misuse of Confidential Information to the disclosing Party, executing any reasonable steps requested to mitigate further exposure.

4. The confidentiality obligations detailed in this Article do not apply to information that:

a. Is or becomes generally available to the public through no fault of the receiving Party;

b. Must be disclosed pursuant to applicable laws, regulations, court orders, or administrative requests. Prior to any such disclosure, the receiving Party shall notify the disclosing Party to allow them to seek a protective order, cooperating fully to shield the data as much as possible.

5. The confidentiality obligations set forth in this Article shall survive the termination of the Agreement for a period of five (5) years.

10. Limitation of Liability

1. The Contractor's liability for any breach, tort, or other event arising under or in connection with the Agreement is limited strictly to direct damages experienced by the Client. The total aggregate liability of the Contractor per calendar year is capped at the total fees actually paid by the Client to the Contractor under the Agreement during that specific calendar year (meaning: Alleo's liability is capped at the fees paid for Platform Services that year, and Alleo Platform Transactions' liability is capped at the fees paid for Benefit Services that year). If, for any reason, this cap is deemed inapplicable, the Contractor's total liability shall never exceed the payout amount under the Contractor's liability insurance policy for the claim, up to a maximum of €100,000.

2. “Direct damage” as referred to in the preceding paragraph strictly means:

a. Physical damage to properties;

b. Reasonable expenses incurred by the Client to bring the Contractor's performance into alignment with the terms of the Agreement (provided the Agreement has not been dissolved by the Client);

c. Reasonable expenses incurred by the Client to determine the cause and scope of the direct damage;

d. Reasonable expenses incurred to prevent or limit further direct damage.

3. The Contractor is not liable for any indirect or consequential damages, including but not limited to loss of data, loss of profits, loss of business revenue, loss of anticipated savings, loss of goodwill, reputation damage, or any sort of incidental, punitive, or special damages, regardless of whether the Contractor was advised of the potential occurrence of such damages.

4. The Contractor bears no liability for the accuracy or quality of information, data, or content uploaded to the Platform by the Client or third parties, nor for any business decisions or damages resulting from the use of such content.

5. The limitations of liability detailed in this Article shall not apply in cases of gross negligence or willful misconduct by the Contractor or its executive management.

6. Contractor's liability for a breach of contract only arises if the Client immediately serves a detailed written notice of default, allowing the Contractor a reasonable period to remedy the deficiency, and the Contractor continues to fail in its performance after that cure period. The notice must specify the breach in maximum detail to enable the Contractor to respond effectively.

7. Any claim for damages is conditional upon the Client reporting the incident to the Contractor in writing promptly after its occurrence. Any right to claim damages under this Agreement, tort, or otherwise, shall expire in any event unless the Client initiates legal proceedings before a competent court within one (1) year from the start of the event that caused the damage.

11. Termination

1. Either Party may terminate the Agreement, in whole or in part, with immediate effect by providing written notice (via registered mail and email):

7/12a. If the other Party is in default of its material obligations under the Agreement, unless the default, due to its minor impact or specific nature, does not justify termination. Default only occurs after the breaching Party has been served a detailed written notice of default and has been given a minimum cure period of 30 days. No notice of default is required if the breach is irremediable; or

b. If (i) a receiver, administrator, or similar official is appointed over all or part of the other Party's assets or business; (ii) the other Party enters into a debt restructuring arrangement with its creditors; or (iii) the other Party enters into liquidation, files for bankruptcy, or is declared bankrupt.

2. Upon termination of the Agreement for any reason:

a. All active software licenses granted to the Client terminate immediately; and

b. All data and assets exchanged by the Parties (including Confidential Information) must be returned to the disclosing Party or permanently deleted and destroyed from all IT systems; and

c. Any rights or remedies accrued up to the date of termination remain unaffected.

3. If the Agreement is terminated or dissolved, the Services already delivered by the Contractor up to that point, and the corresponding payment obligations of the Client, shall not be undone. Amounts invoiced by the Contractor prior to termination remain due and payable, becoming immediately due upon the date of termination. The Contractor is not liable for any damages resulting from termination due to Force Majeure.

12. Client Logo Usage

1. The Client hereby grants the Contractor non-exclusive permission to use the Client's company name, logo, and/or trademark for the marketing, case studies, and promotion of its Services, as well as within the Platform to deliver customized experiences, following any brand guidelines provided by the Client.

13. Governing Law and Jurisdiction

1. The Contractor is entitled to transfer its rights and/or obligations under this Agreement, or the Agreement itself, to a third party without requiring the prior consent of the Client.

2. These Terms & Conditions, all associated Agreements, and any disputes arising out of or related to them (including non-contractual disputes or claims) are governed exclusively by and must be interpreted in accordance with the laws of the Netherlands.

3. Any disputes that cannot be resolved amicably shall be submitted exclusively to the competent courts of the district where the Contractor's primary registered office is located.

Chapter 2 - Specific provisions regarding services provided by Alleo

14. License Grant and Platform Usage

1. Alleo hereby grants the Client a non-exclusive, non-sublicensable, and non-transferable license to allow its Employees to access and use the Platform during the term of this Agreement. The Client may use the Platform solely for internal business operations and not for any commercial distribution or sublicensing to external entities.

8/122. Each Employee is provisioned with a secure, unique account on the Platform. The Client can add and provision accounts for new Employees during the term of the Agreement. All Employees must accept and comply with the Alleo User Terms & Conditions, and the Client is responsible for ensuring this compliance. Any breach of the User Terms & Conditions by an Employee is deemed a breach by the Client. The active version of the User Terms can always be accessed at: https://www.alleo.nl/static/user-terms-conditions.

3. The Client is solely responsible for offboarding and deactivating Employee accounts promptly when they should no longer have access to the Platform (particularly in the event of employment termination).

4. Upon concluding the Agreement, the Client receives access to the contractually agreed Services. Unless explicitly agreed otherwise in writing, the Contractor provides its Services on a best-efforts basis. This means the Platform is provided on an "as-is" and "as-available" basis; containing only the features, benefits, and specifications found at the time of use. Alleo will apply its best efforts to resolve any platform issues in accordance with the service levels described in Article 15.

5. Alleo may update and maintain the Platform using new, improved, or modified software versions. Alleo is not obligated to maintain, modify, or add specific legacy features. Alleo reserves the right to temporarily suspend the Platform, in whole or in part, to perform preventive, corrective, or adaptive maintenance. Alleo will minimize downtime, scheduling maintenance during off-peak hours whenever possible.

6. All intellectual property rights regarding products, services, corporate logos, and other vendor content displayed on the Platform belong to Alleo, its licensors, or its Partners. Partner logos and product imagery are displayed strictly to inform Employees about available benefits and purchasing choices.

7. When Alleo configures a customized version of the Platform for the Client, the Parties will collaboratively decide which Partners and perks are featured on the Client's customized dashboard.

15. Service Level Agreement and Acceptable Use

1. After the Agreement is finalized, Employees get access to the Platform by creating their personal accounts. Once an Employee logs in, the Platform is deemed accepted by the Client. Employees are responsible for safeguarding their login credentials. If an Employee or the Client suspects credentials have been compromised, the Client must notify Alleo immediately and take prompt action to reset access.

2. The service and support levels provided under this Agreement are defined as follows:

a. Phone Support: available during Working Days (accessible to HR / Admins only, not to individual Employees);

b. Email & Chat Support: available during Working Days. Inquiries sent outside of Working Days will be gathered, but response times are guaranteed starting on the next Working Day.

9/123. The Platform's target availability is 99.9% of the total available hours in a calendar month, excluding scheduled maintenance. Downtime resulting from: (i) maintenance announced at least 3 days in advance, or (ii) Force Majeure events, will not count against the availability calculations.

4. Alleo will respond to platform issues based on severity levels within the following times:

a. 0 to 8 hours (during Working Days) for High Priority issues. This applies if:

■ The Platform is completely inaccessible or offline;

■ A critical system issue severely impacts operations, requiring immediate correction;

■ There is a confirmed or suspected security incident or data breach.

b. Within 2 Working Days for Medium Priority issues. This applies if:

■ An issue significantly impacts Platform usage, but a temporary workaround is available, or there is no immediate business blockage.

c. Within 5 Working Days for Low Priority issues. This applies if:

■ The issue has a minor impact on functionality, with little to no negative effect on the overall employee user experience.

5. The Client guarantees that they and their Employees will use the Services in full compliance with all local laws and regulations.

Chapter 3 - Specific provisions regarding services provided by Alleo Platform

Transactions

16. Partner Benefits

1. Alleo Platform Transactions serves as the gateway for premium Partner Benefits on the Platform. The following terms apply to these transactions:

a. When an Employee selects a Partner Benefit, a Delivery Agreement is formed where the Partner commits to deliver the Benefit to Alleo Platform Transactions, which purchases it in its own name but by order and for the account of the Client, who then provides the perk to the Employee;

b. The Delivery Agreement is governed by the terms accepted by the Employee on the Platform (including any supplier-specific delivery terms);

c. If a Partner requires specific conditions to be met before delivering a Benefit, the Delivery Agreement is finalized only once those conditions are met. This may involve entering into a separate, direct agreement between the Partner and either the Client or the Employee. Alleo Platform Transactions is not a party to such direct contracts, which stand completely separate from the Delivery Agreement;

d. A Delivery Agreement is concluded for the duration specified in its terms, or if unspecified, for an indefinite period. Alleo Platform Transactions can terminate indefinite agreements at any time, effective on the first day of the subsequent

10/12e. f. g. calendar month;

Upon termination of the main Agreement for any reason, all associated Delivery Agreements will terminate on that same date. A Delivery Agreement for an individual Employee terminates automatically once that Employee is Offboarded. The termination of a Delivery Agreement does not affect any direct contracts active between a Partner and either the Client or the Employee;

The Client is solely responsible for determining and managing the correct VAT treatment of purchased Partner Benefits;

The Client is responsible for setting clear internal guidelines with its Employees regarding which Benefits they are authorized to select, and determining if the ownership of delivered perks transfers directly to the Employee.

2. To enable and execute the Delivery Agreements described in Article 16:

a. The Client authorizes its Employees, within the limits of their allocated Budget or savings limit, to instruct Alleo Platform Transactions to enter into Delivery Agreements with Partners for their selected perks on behalf of the Client; and

b. Alleo Platform Transactions operates as an agent (commissionair), and the Client instructs Alleo Platform Transactions to purchase Benefits from Partners under its own name but for the account of the Client, guided by the Employees' selections.

3. If Alleo Platform Transactions enters into a Delivery Agreement under its own name but on behalf of the Client:

a. The Client carries all financial and economic risks tied to the execution of the Delivery Agreement;

b. The Client fully indemnifies Alleo Platform Transactions against any claims, losses, or costs arising from actions performed as an agent, or in connection with Delivery Agreements entered into on behalf of the Client;

c. The Partner delivers the products, services, and associated support directly to the Employee who made the purchase. The Employee can assert any warranty claims directly against the Partner; and

d. The Partner invoices Alleo Platform Transactions for the duration of the Delivery Agreement, and Alleo Platform Transactions bills these values to the Client in accordance with Article 6 of these Terms & Conditions.

17. Commission and Agency Relationship

1. Alleo Platform Transactions streamlines and facilitates the procurement of Partner Benefits for the Client's workforce. The Client acknowledges that Benefit pricing is determined by Partners and is subject to change at any time.

2. For VAT purposes, Alleo Platform Transactions acts as an intermediary under Article 3, paragraph 6 of the Dutch Turnover Tax Act of 1968 (for goods) and Article 4, paragraph 4 of the Dutch Turnover Tax Act of 1968 (for services). Alleo Platform Transactions transacts in its own name but on behalf of the Client. The Partner issues its invoices to Alleo Platform Transactions, which in turn issues corresponding invoices to the Client. This commission structure exists strictly for VAT levying purposes and does not affect the civil law agreements established between the Parties.

3. The Benefit Services provided by Alleo Platform Transactions consist of:

(a) maintaining a secure, modern payment infrastructure to receive payments from the Client and settle payments with Partners, (b) managing the cash assets corresponding to the Client's Budget, with the understanding that no interest or financial gains accrue to the Client on these balances, (c) processing Employee orders in an agency capacity and paying Partners from the Client's available Budget; (d) managing clearing communications with Partners and the Client; and (e) providing customer support, though the Partner remains primarily responsible for product delivery, returns, and specific warranties.

4. The Client guarantees to the Contractor that it complies with all statutory tax and social security contribution requirements under applicable local laws regarding the employee benefits chosen on the Platform. The Contractor shall never be held liable for any fiscal non-compliance or failure of the Client in meeting its local tax obligations.

5. In exchange for managing these transactions, a service fee is due to Alleo Platform Transactions. This fee is seamlessly built into the displayed price of a Benefit on the Platform as a small markup over the Partner's base price, ensuring a clean and transparent checkout experience for your team.

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