Terms and Conditions 3 September 2024

‍Terms & Conditions

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

Version: 3 September 2024

These Terms and Conditions consist of the following parts:

Chapter 1 – General provisions (these apply in all cases)

Chapter 2 – Specific provisions regarding the services provided by Alleo

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

Chapter 1 - General provisions

1. Introduction

1. Alleo provides the Platform; an all-in-one platform for flexible employee benefits

where Clients can offer specific perks, rewards, and info to their Employees, as well as

flexibilise salary components (hereafter: "Benefits"). Flexibilisation of salary components

covers flexible holiday allowance, buying/selling leave days, and flexible pensions.

2. Alleo Platform Transactions is the party that financially processes the purchase of Benefits.

The purchase of Benefits is carried out by the Client on behalf of its Employees.

Orders placed via the Platform with third parties mean that Alleo Platform Transactions purchases

the relevant goods and services from the Partner in its own name, by order and on

behalf of the Client, debited from the Budget made available by the Client. Alleo Platform

Transactions handles the financial settlement by paying the Partner the applicable fee.

3. The Agreement consists of two separate contracts for the aforementioned services;

one with Alleo and one with Alleo Platform Transactions. Each of them is an independent

contracting party that is not liable for the actions of the other. This setup also ensures

that prepaid budgets are stored with Alleo Platform Transactions and are thus separated

from Alleo's core business operations.

2. Definitions

1. In these Terms and Conditions, the following terms shall have the meanings defined below:

a. Terms and Conditions: these general terms and conditions used by Alleo B.V. and

Alleo Platform Transactions B.V.;

b. Alleo: Alleo B.V., based in Amsterdam, with offices 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., based in

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

with the Chamber of Commerce under number 88734692;

d. Benefit(s): the employee benefits that can be purchased and managed by Employees

via the Platform, such as (discount codes for) goods 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 making available

Benefits from Partners on behalf of the Client, as described in article 1.2;

f. Budget: the value made available within the Platform by the Client (to its Employees)

corresponding to an amount prepaid by the Client to Alleo Platform Transactions

(including in the form of a deposit, if applicable) for the purchase of Benefits by Employees;

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

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

order form or, if no duration is specified there, as determined in article 4 of these

Terms and Conditions;

i. Supply Agreement: every individual agreement concluded via the Platform for the

delivery of a Benefit by a Partner, which delivery is carried out through the mediation of

Alleo Platform Transactions, acting in its own name but on order and on behalf of the Client;

j. Client: the Party (employer) with whom Alleo or Alleo Platform Transactions has

entered into an Agreement;

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

Alleo is the Party delivering the Platform Services, and Alleo Platform Transactions is the

Party delivering the Benefit Services;

l. Agreement: the agreement between the Client and Alleo or Alleo Platform Transactions

under which the Client is entitled to use the Benefit Services of Alleo Platform Transactions

and/or Platform Services of Alleo, consisting of the order form (the Benefits-as-a-service

agreement) including appendices, these Terms and Conditions, and the data processing agreement;

m. Partner: a third party offering products/services that Employees can purchase as

Benefits via the Platform;

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

the context;

o. Platform: the employee benefits-as-a-service platform made available by Alleo,

accessible via a mobile app and/or website, where Employees can choose their Benefits;

p. Platform Services: the services delivered by Alleo, consisting of providing the

Platform as described in article 1.1;

q. Platform Fee: the fee owed by the Client to Alleo for the use of the Platform up to

the agreed number of Employees;

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

whether in writing or orally, which is designated as confidential or which, by its nature

or under the circumstances of disclosure, should reasonably be considered confidential.

Confidential Information includes all relevant documentation (in any form whatsoever)

belonging to the disclosing Party. In the case of the Contractor, this always includes the

data provided by or via 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): Persons employed by, or otherwise working for, the Client who have

access to the Platform in that capacity.

3. Applicability

1. These Terms apply to all Agreements to which the Contractor is a party and to any

future legal relationships between the Contractor and the Client.

2. General (purchasing) terms and conditions of the Client and/or third parties do not apply

to the Agreement.

3. If any provision of the Terms and Conditions and/or the Agreement is invalid, voided,

or found to be unenforceable, this provision will be replaced by a valid provision that

reflects the intent and scope of the original provision as closely as possible. All other

provisions will remain in full force and effect.

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

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

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

b. the Terms and Conditions; and

c. the data processing agreement.

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

Amendments also apply to already concluded Agreements, subject to a notice period of 30

days after notifying the Client. If the Client does not wish to accept an amendment to the

Terms and Conditions, they may terminate the Agreement with effect from the date the new

Terms and Conditions become effective, unless the Parties agree that the old version of the

Terms and Conditions remains applicable to the Client.

4. Establishment and Duration of the Agreement

1. The Agreement is established at the moment it is signed by both Parties, or at the moment

the Contractor commences performance of the intended activities. All offers and proposals

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

2. Unless another term is agreed upon, the Agreement is initially entered into for an Initial

Term of twelve (12) months. After the Initial Term, the Agreement will automatically renew

for consecutive periods of one (1) year ("Renewal Term"). Either Party may terminate the

Agreement at the end of the Initial Term or a Renewal Term with a notice period of one (1)

month prior to the expiration of the Initial Term or Renewal Term. Termination must be done

in writing. Early termination is not possible other than on the grounds of article 11 of the

General Terms and Conditions.

5. Pricing

1. All prices in the Agreement, offers, and/or proposals from the Contractor are expressed

in Euros (€) and exclude Value Added Tax (VAT).

2. The periodic Platform Fee owed by the Client is linked to the number of Employees authorised

to use the Platform, as specified in the Agreement. On the start date of the Agreement, Alleo

invoices the Platform Fee corresponding to the selected bracket of Employees permitted to use

the Platform. As soon as the maximum allowed number of Employees is exceeded, Alleo invoices

the Platform Fee corresponding to the next employee bracket at the end of that month.

This additional invoice covers the remaining portion of the contract year (calculated pro rata).

In this way, Alleo continues to invoice the Client for subsequent brackets of Employees as soon as

the previous limit is exceeded.

3. Once the number of included Employees in a specific bracket is exceeded, the maximum

allowed number of Employees in the next bracket, along with its corresponding Platform Fee,

automatically becomes the baseline for the entire remaining term of the Agreement.

Mid-term downscaling of employee brackets is not permitted without the Contractor's consent.

4. The Contractor may, at its own discretion, apply a discount to the fees owed by the Client.

The Client cannot derive any rights from discounts applied by the Contractor in other cases.

Unless explicitly agreed otherwise in the Agreement, any granted discounts expire after 12 months.

5. The prices of available Benefits for purchasing goods or services from Partners are listed

on the Platform and are largely determined by the Partners themselves. The Contractor is

entitled to adjust the prices of available Benefits at any time. Purchased Benefits cannot be

unilaterally converted back into Budget.

6. The Client is responsible for deactivating Employee accounts in a timely manner. To stop

recurring Benefits purchased by an Employee from external Partners in time, and to prevent

Employees who are no longer eligible from purchasing new Benefits, the Client must remove

("Offboard") Employee accounts from the Platform at least one (1) month prior to the date their

eligibility ends. Costs incurred by Alleo Platform Transactions as a result of late Offboarding

(such as prolonged subscriptions) will be charged to the Client and deducted from the Budget

(or billed separately if no Budget is available). The Client can Offboard Employees via the Alleo

admin portal (if no integration with an HR or payroll platform is active).

7. Regarding the amount of the Budget and the fees for Services rendered by the Contractor,

the records in the Contractor's administration serve as complete proof, subject 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 that Renewal

Term (which is 10 days in addition to the one-month notice period mentioned in article 4.2).

6. Invoicing and Payment Terms

1. The Platform Fee is invoiced annually in advance by Alleo, unless the Client owes an additional

Platform Fee during a contract year for a higher employee bracket in accordance with article 5.2.

2. In order to purchase Benefits from Partners, the Client must have a Budget. To set up a Budget,

the Client must communicate the desired Budget amount to Alleo Platform Transactions, after which

Alleo Platform Transactions will activate the Budget in the Platform. Alleo Platform Transactions

will invoice the value of the full Budget to the Client in the following calendar month. The Benefits

purchased by Employees are deducted from the available Budget as soon as it is created. The value

of the Budget represents a claim by the Client on Alleo Platform Transactions, which decreases as

the Budget is used to purchase Benefits. At the end of each calendar month, Alleo Platform Transactions

invoices the Benefits consumed in the previous calendar month to the Client (with the total value

of consumed Benefits being offset against the available Budget). If no Budget is available, the provisions

of paragraph 3 shall apply.

3. If no Budget is available, and the Parties agree that Employees can select Benefits without a

pre-set Budget, the Client pays monthly in arrears for the Benefits consumed. Invoicing occurs via

a collective invoice sent to the Client within five (5) Working Days after the end of the month in

which the purchases were made. The value of Benefits purchased in the preceding month will be listed

as a separate item on the collective invoice issued to the Client regarding the supply of goods and

services pursuant to Dutch VAT legislation (article 3, paragraph 6 and article 4, paragraph 4 of the

Wet op de omzetbelasting 1968).

4. The Client is solely responsible for setting a spending limit for Employees' Benefits, if desired.

5. Refunds of unspent Budget will only be issued in the following scenarios:

a. Upon termination of this Agreement for any reason;

b. Upon expiration of the Budget allocated to an Employee due to the Offboarding of the

respective Employee, or when an Employee exceeds a maximum Budget if the Client has set a

savings limit (in this case, the expired Budget will be credited against the next invoice(s)

from the Contractor).

6. The following 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 is entitled to require 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 early termination, the provisions of article 4 paragraph 2 apply. The Client

cannot claim any rights regarding the execution of the Agreement if they have not made the

advance payment.

8. If the Client fails to meet a payment obligation or does so late, the Contractor is entitled,

without any notice of default being required, to:

a. suspend the performance of the Agreement for which the Client is in default (including

limiting access to the Platform or blocking Benefit selection);

b. charge statutory commercial interest. Interest is due from the moment the Client is in

default of payment until the Client has fully paid the outstanding outstanding amount to the Contractor;

c. recover all legal and extrajudicial collection costs, with extrajudicial costs deemed to be

at least 15% of the unpaid outstanding amount.

9. Any objections to the amounts invoiced or collected by the Contractor must be submitted

in writing or via email by the Client within 14 calendar days from the invoice date. After this

period, the Client is deemed to have accepted the invoiced amount. In case of an objection,

the Parties will consult as soon as possible regarding the disputed section of the invoice.

Disputing a portion of an invoice does not suspend the Client's payment obligation for the undisputed path.

7. Intellectual Property Rights

1. All (information contained in) proposals, offers, designs, models, images, photos,

drawings, products, Services, the Platform, and associated intellectual or industrial

property rights belong exclusively to the Contractor and/or its licensors. The Client is

not permitted to reproduce, publish, use, share, or make available to third parties the

aforementioned documents and materials, in whole or in part, without prior written

consent from the Contractor.

2. The Contractor is authorised to take technical measures to protect and safeguard the

rights mentioned in paragraph 1. The Client is not permitted to bypass, remove, or violate

these technical security measures. Nor is the Client authorised to modify, remove, or have

removed any software, websites, databases, hardware, or materials provided by the Contractor.

3. The Contractor indemnifies the Client against any third-party claims alleging that materials

provided by the Contractor (specifically including the Platform) infringe on the intellectual

property rights of that third party. In the event of such a claim, the Client must immediately

notify the Contractor in writing and provide all necessary cooperation and info for the

Contractor's defence. The Contractor has full control over the defence and potential settlement

of such a claim, and the Client may not make any admissions or settle a claim without the

prior written consent of the Supplier.

8. Force Majeure

1. Force majeure, in relation to the Contractor, refers to all circumstances of a factual,

legal, or other nature that—whether foreseeable or not—prevent the timely execution of

the Agreement through no fault of its own, or make the execution of the Agreement highly

impracticable in the Contractor's opinion. Such circumstances include, but are not limited

to: strikes; energy or water supply failures; fires; import, export, and production bans;

government measures; transport blockages; pandemics; non-performance by suppliers of the

Contractor; power outages; war; floods; terrorism; and outages of the internet, data network,

or telecommunication services.

2. A Party is not liable for damages incurred by another Party if such damage is the result of

a force majeure situation.

3. If a Party cannot fulfil its obligations under the Agreement due to force majeure, this failure

cannot be attributed to that Party.

4. If a force majeure situation lasts longer than sixty days, either Party has the right to

terminate the Agreement in writing.

9. Confidentiality

1. The Party receiving Confidential Information shall not disclose it, except to (i) third

parties authorised in writing by the disclosing Party; or (ii) its officers or employees

who need to know such Confidential Information in connection with the Agreement, provided

the receiving Party ensures compliance with the confidentiality obligations of this article.

2. The Parties shall not use Confidential Information for any purpose other than fulfilling

their obligations under the Agreement or complying with a legal obligation.

3. Both Parties shall take all necessary and reasonable steps to protect Confidential Information

from unauthorised disclosure or use, and will immediately notify the disclosing Party of any

unauthorised disclosure or use, taking all measures reasonably requested by the disclosing

Party to prevent further unauthorised use or exposure.

4. The obligations set out in this article do not apply to the extent that Confidential Information:

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

b. must be disclosed pursuant to applicable laws, regulations, rules, or a court order.

Prior to disclosure, the receiving Party shall notify the disclosing Party of such obligation,

specifying which Confidential Information is to be disclosed and to what extent, and shall

cooperate with the disclosing Party to obtain protective orders or measures.

5. The confidentiality obligations in this article remain in place following the termination of

the Agreement for a period of five (5) years after said termination.

10. Liability

1. The Contractor's liability for an attributable failure to perform the Agreement, a tort,

or otherwise, is limited to the reimbursement of the Client's direct damages. The total,

aggregate liability of the Contractor per calendar year is capped at the total amount actually

paid by the Client to the Contractor under the Agreement in that calendar year (meaning: Alleo

is liable up to a maximum of the amount paid for the Platform Services in that calendar year,

and Alleo Platform Transactions up to a maximum of the amount paid for the Benefit Services

in that calendar year). If for any reason the above limitation of liability does not apply,

the Contractor's total liability under this Agreement shall not exceed the amount paid out

under the Contractor's insurance covering such claims, with a maximum of €100,000.

2. "Direct damage" as referred to in the previous paragraph strictly means:

a. material damage to property;

b. reasonable expenses incurred by the Client to ensure the Contractor's performance aligns

with the Agreement; however, these alternative damages are not reimbursed if the Agreement

has been dissolved by the Client;

c. reasonable expenses incurred by the Client to determine the cause and extent of the direct

damage;

d. reasonable expenses incurred to prevent or limit direct damage.

3. The Contractor is not liable for any damage other than the direct damage described above,

including consequential damages arising out of or in connection with the Agreement, including,

without limitation, loss or corruption of data, loss of profits, loss of revenue, loss of

anticipated savings, and other similar financial losses such as loss of goodwill or reputation,

or any other incidental, indirect, punitive, or exemplary damages of any kind, regardless of

whether the Client informed the Contractor of the possibility of such potential damage or loss.

4. The Contractor is not liable or responsible for the (accuracy of) information, data, and other

content provided on the Platform by the Client or third parties, results or decisions based

thereon, or damages resulting from such results or decisions.

5. The limitations mentioned in the preceding paragraphs of this article do not apply if and to the

extent that the damage was caused by intent or deliberate recklessness on the part of the

Contractor or its directors.

6. The Contractor's liability for an attributable failure to perform the Agreement only arises

if the Client immediately provides a proper written notice of default, setting a reasonable term

for the Contractor to remedy the failure, and the Contractor continues to fail in its obligations

after that term. The notice of default must contain as detailed a description of the failure as

possible, enabling the Contractor to respond effectively.

7. A condition for any right to compensation is always that the Client reports the damage in writing

to the Contractor in a timely manner. The Client's right to claim damages under this Agreement,

whether in tort or otherwise, expires in any event if the Client has not filed a claim for damages

with the competent court within one (1) year after the start of the event causing the damage.

11. Termination

1. Either Party may dissolve the Agreement in whole or in part, with immediate effect by written

notice (via registered letter and email):

a. if the other Party is in default of performing any of its obligations under the Agreement,

unless the default, given its minor significance or specific nature, does not justify dissolution.

Default only occurs after the relevant Party has been properly notified in writing, giving them a

term of at least 30 days to comply. A notice of default is not required if performance is already

impossible; or

b. if (i) a receiver, administrator, or similar official is appointed over all or part of the files,

assets, or business of the other Party; (ii) the other Party makes an arrangement for the benefit

of its creditors or a similar arrangement; or (iii) the other Party goes into liquidation or is

declared bankrupt.

2. In the event of termination of the Agreement for any reason:

a. all granted licenses terminate immediately; and

b. all information shared by the Parties (including any Confidential Information) will be

returned to the other Party or deleted and destroyed from system(s); and

c. pre-existing rights or remedies will not be affected by such termination.

3. If the Agreement is terminated or dissolved, the achievements already delivered by the Contractor

up to that point and the corresponding payment obligations of the Client will not be reversed.

Amounts invoiced by the Contractor prior to dissolution or termination remain due and become

immediately payable at the moment of dissolution or termination. The Contractor is not liable for

any damages resulting from termination due to force majeure.

12. Use of Client Logo

1. The Client grants the Contractor permission to use the Client's company name, logo, and/or

trademark for the promotion and marketing of its Services, as well as within the Platform to facilitate

the delivery of its Services, in accordance with any guidelines provided by the Client for such use.

13. Miscellaneous Provisions

1. The Contractor is entitled to transfer its rights and/or obligations under this Agreement, or the

Agreement as a whole, to a third party without the prior consent of the Client.

2. These Terms and Conditions, all Agreements to which they apply, and any disputes or claims

arising out of or in connection with them or their subject matter (including non-contractual disputes

or claims) shall be governed by and construed in accordance with Dutch law.

3. Any disputes that cannot be settled amicably will be submitted to the competent Dutch court in

the district where the Contractor is located.

Chapter 2 - Specific provisions regarding the services provided by Alleo

14. Licensing and Use of the Platform

1. Alleo hereby grants the Client a non-exclusive, non-sublicensable, and non-transferable right

to let its Employees use the Platform within its organization for the duration of this Agreement.

The Client may use the Platform for internal business purposes, and not for external commercial

purposes such as distribution or sublicensing.

2. Each Employee receives a unique account on the Platform. During the term of the Agreement, the

Client can create additional accounts for new Employees. All Employees must accept and comply

with the Alleo Terms & Conditions, and the Client is responsible for this acceptance and compliance.

Any violation of the Alleo Terms & Conditions by an Employee is considered a breach by the Client

themselves. The effective version of the terms can be found at https://www.alleo.nl/static/user-terms-conditions.

3. The Client is responsible for promptly removing accounts of Employees who should no longer

have access to the Platform (particularly if they are no longer employed by the Client).

4. Upon entering into the Agreement, the Client is entitled to use the Services specified therein.

Unless explicitly agreed otherwise in writing, the Contractor provides its Services on a best-effort

basis. This means the Platform is provided "as-is"; it contains only the features and characteristics

encountered at the moment of use. Alleo will make reasonable efforts to resolve any defects in the

Platform in accordance with the service levels defined in article 15.

5. Alleo may continue providing the Platform using a new or modified version of the underlying software.

Alleo is not obligated to maintain, modify, or add specific features or functionalities. Alleo may

temporarily take the Platform (or parts of it) offline for preventive, corrective, or adaptive maintenance.

Alleo will keep such downtime to a minimum and, where possible, schedule it during periods of

typically lowest usage.

6. All intellectual property rights regarding products, services, and other content displayed on the

Platform belong to Alleo and/or its licensors (or Partners). Logos, images, and other content from

manufacturers, suppliers, and other parties are solely intended to inform Employees on the Platform

about the respective products and services.

7. If Alleo provides a configured version of the Platform to the Client, the Parties will determine in

consultation which Partners will be included in the Client's customized version of the Platform.

15. Service Levels and Acceptable Use

1. Upon concluding the Agreement, Employees gain access to the Platform by creating an account.

As soon as the Platform is used by an Employee, it is deemed accepted by the Client. Employees are

responsible for keeping their login credentials secure. If an Employee or the Client knows or has reason

to suspect that login details have fallen into the hands of unauthorized parties, the Client must immediately

notify Alleo, without prejudice to their own obligation to take immediate countermeasures, such as changing passwords.

2. The service levels regarding the Platform and Services covered by this agreement are as follows:

a. Phone support: during Working Days (for the Client admin only, not for individual Employees);

b. Email and chat support: during Working Days; emails received outside of Working Days will be

collected, but action cannot be guaranteed until the next Working Day.

3. The availability of the Platform is 99.9% of the total available hours in a calendar month, measured

on Working Days and excluding announced maintenance. Time that the Platform is unavailable (i) due to

maintenance announced at least 3 days in advance or (ii) due to force majeure circumstances, is excluded

from the availability calculation.

4. Alleo will respond to incidents and/or requests submitted by the Client regarding the Platform within

the following timelines:

a. 0 to 8 hours (during Working Days) for issues classified as high priority. This is the case if:

■ the Platform is completely down; or

■ there is an issue with a critical impact on Platform operations requiring immediate attention to

prevent or resolve severe disruptions; or

■ incidents related to security or data breaches.

b. Within 2 Working Days for issues classified as medium priority. This is the case for:

■ issues with a significant impact on platform functionality, but where a temporary workaround

is available or there are no immediate critical consequences.

c. Within 5 Working Days for issues classified as low priority. This is the case for:

■ issues with limited impact on Platform functionality and no direct or severe consequences for

the user experience.

5. The Client guarantees that they and their Employees use the Services in compliance with all

applicable laws and regulations.

Chapter 3 - Specific provisions regarding the services provided by Alleo Platform

Transactions

16. Benefits from Partners

1. Alleo Platform Transactions offers Benefits from Partners on the Platform. The following terms

apply to these Benefits:

a. when an Employee selects a Partner's Benefit on the Platform, a Supply Agreement is established

whereby the Partner agrees to deliver the Benefit to Alleo Platform Transactions, which in turn

acquires the Benefit in its own name but on order and for the account of the Client, who acquires it

for the Employee's use;

b. the Supply Agreement is governed by the terms accepted by the Employee on the Platform

(including any delivery terms of the Partner);

c. if the Partner requires one or more additional conditions to be met before they can deliver the

Benefit, the Supply Agreement is concluded once these conditions are fulfilled. This may involve

concluding a separate, direct agreement between the Partner and the Client, or the Employee. In

such cases, Alleo Platform Transactions is not a party to this separate agreement, which is established

independently of the Supply Agreement;

d. a Supply Agreement is entered into for the duration specified in the Supply Agreement itself or,

if not specified, for an indefinite period. For indefinite Supply Agreements, Alleo Platform Transactions

may terminate them at any time, effective from the first day of the following calendar month; and

e. upon termination of the Agreement for any reason, all Supply Agreements are terminated on the

same date. A Supply Agreement for a specific Employee terminates automatically if the Employee is

Offboarded. The termination of a Supply Agreement does not affect the validity of separate agreements

concluded between a Partner and the Client or Employee;

f. the Employer is solely responsible for determining the VAT treatment of purchased Benefits from Partners; and

g. the Employer is responsible for establishing appropriate agreements with its Employees, such as

which Benefits individual Employees can select and whether the ownership of delivered Benefits is

transferred to the Employee.

2. To facilitate the Supply Agreements mentioned in article 16:

a. the Client authorises its Employees, within the limits of their allocated Budget or savings cap,

to instruct Alleo Platform Transactions to enter into Supply Agreements with Partners for specific Benefits

on the Client's behalf; and

b. Alleo Platform Transactions acts as a commission agent, and the Client instructs Alleo Platform

Transactions to enter into Supply Agreements with Partners in its own name but for the account of the

Client, following the instructions of the Employees.

3. When Alleo Platform Transactions enters into a Supply Agreement in its own name but on order and

for the account of the Client:

a. the Client bears the economic risk associated with the execution of the Supply Agreement;

b. the Client indemnifies Alleo Platform Transactions against all consequences of actions performed

by Alleo Platform Transactions as a commission agent, and against all damages, costs, and claims associated

with Supply Agreements entered into on behalf of the Client;

c. the Partner delivers the products/services and related communications directly to the Employee who

selected the Benefit, unless otherwise agreed. The Employee can assert any warranty claims directly against

the Partner; and

d. the Partner invoices Alleo Platform Transactions for the delivered products and/or services for the

duration of the Supply Agreement, and Alleo Platform Transactions charges the value of the Benefit to the

Client in accordance with article 6 of these Terms and Conditions.

17. Commission Structure

1. Alleo Platform Transactions facilitates the purchase of Benefits from Partners by the Client for

their Employees. The Client acknowledges that the prices of the Benefits are not always determined by

Alleo Platform Transactions and may therefore change at any time.

2. For VAT purposes, Alleo Platform Transactions acts as an intermediary under Dutch VAT law (article 3,

paragraph 6 for goods, and article 4, paragraph 4 for services). Alleo Platform Transactions acts in its own

name but on order and for the account of the Client. The Partner will address and send its invoices to

Alleo Platform Transactions, and Alleo Platform Transactions will, in turn, issue invoices in its own name

to the Client. This commissioning fiction applies specifically and exclusively to VAT levying and does not

affect civil law agreements between the Parties.

3. The services of Alleo Platform Transactions (the Benefit Services) consist of:

(a) maintaining a payment infrastructure capable of receiving payments from the Client and processing

payments to Partners for orders placed by/on behalf of the Client's Employees, (b) managing the amount

corresponding to the Budget made available by the Client, on the understanding that no interest or other compensation

is paid to the Client on this Budget, (c) processing Employee orders via the Platform by purchasing the respective

product/service from the Partner as a commission agent and paying the purchase price from the Budget made

available by the Client; (d) communicating with the Partner and Client regarding the financial settlement

of goods/services purchased in its own name but on order and for the account of the Client; (e) providing

support to the Client, on the basis that the Partner remains primarily responsible for claims, returns, and queries.

4. The Client guarantees to the Contractor that they comply with statutory obligations regarding the correct

withholding and payment of taxes and social security contributions under applicable laws in relation to

their activities and the Benefits selected by their Employees via the Platform. The Contractor can never be

held liable for any failure or negligence by the Client in meeting their statutory tax obligations.

5. For its services as a commission agent, the Client owes a fee to Alleo Platform Transactions. This fee

is charged by Alleo Platform Transactions as a markup on top of the price charged by a Partner for products

or services available as Benefits. This markup is automatically calculated and included in the Benefit price

displayed on the Platform.

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