General terms and conditions

General Terms and Conditions Talensa Hub

Version: 2.2 — Effective from: 2026-11-06

1. Definitions and applicability

1.1 Definitions

• Talensa: Talensa Hub B.V., Dutch Chamber of Commerce (KvK) 82036403, having its registered office in Amsterdam.
• Platform: The Talensa Hub SaaS application for talent management.
• Customer: The legal entity that enters into an agreement with Talensa.
• User: Any natural person who has access to the Platform on behalf of Customer.
• Agreement: The agreement concluded between the parties for the use of the Platform, including these Terms and the Data Processing Agreement.
• Content: All data that Customer or Users enter into the Platform.

1.2 Applicability

These Terms apply to all agreements between Talensa and Customer. Any deviating terms and conditions of Customer apply only if accepted by Talensa in writing.

In the event of conflict, the following order of precedence applies: (1) the Agreement, (2) the Data Processing Agreement, (3) these Terms.

1.3 Amendments

Talensa may amend these Terms. Material amendments will be announced by e-mail 30 days in advance. If Customer objects to a material amendment, Customer may notify Talensa of this within that period; the parties will then seek a suitable solution in consultation. If the parties cannot reach agreement, Customer may terminate the Agreement free of charge with effect from the date of the amendment. Continued use after the date of the amendment constitutes acceptance.

2. The Platform

2.1 License

Talensa grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Platform for internal organizational purposes for the term of the Agreement.

2.2 What the Platform offers

The Platform supports talent management processes, including: job profiling, assessments, talent matching, 360-degree feedback, development plans, recruitment and employee surveys. Which modules are available depends on the agreed package.

2.3 AI functionality

The Platform uses artificial intelligence to generate texts, matching analyses and reports. AI output is supportive and does not replace human decision-making. Customer remains responsible for decisions based on AI output.

2.4 What the Platform is not

The Platform does not provide psychological or medical advice. Assessment results and matching scores are tools to support HR decision-making, not a substitute for professional judgment. Platform output may not serve as the sole basis for employment-law decisions.

2.5 Trial period

If Talensa offers a trial period, the Platform is provided "as is" during that period without any availability or support obligation. Talensa may end a trial period at any time. After the trial period ends, data will be deleted unless Customer proceeds to a paid subscription.

2.6 Fair use

The Platform is intended for normal business use. Talensa may set usage limits on the number of assessments, API requests, storage space or other platform resources. If these limits are exceeded, Talensa will inform Customer and offer the option to adjust the package.

3. Customer obligations

3.1 Use

Customer ensures that:

• The Platform is used exclusively for internal organizational purposes.
• Users are adequately informed about the use of assessments and AI functionality.
• Assessment participants give their informed consent in advance.
• Use complies with applicable laws and regulations, including anti-discrimination legislation.

3.2 Account management

Customer is responsible for managing user accounts, access rights and the accuracy of the data entered. Customer keeps login credentials confidential.

3.3 Prohibited use

Customer shall not:

• Sublicense, resell or make the Platform available to third parties.
• Reverse engineer, decompile or disassemble the software.
• Use the Platform in a way that impairs its availability for other customers.
• Extract data from the Platform for competitive purposes.

4. Availability and support

4.1 Availability

Talensa aims for an availability of 99.5% per calendar month. This is a best-efforts obligation (inspanningsverplichting), not a guarantee.

Planned maintenance preferably takes place outside office hours and is announced at least 48 hours in advance. Announced planned maintenance is not taken into account when calculating availability.

4.2 Support

Technical support is available by e-mail (hub@talensa.nl) on business days from 09:00 to 17:00 CET. Talensa aims for a response time of 1 business day for regular questions and 4 hours for critical incidents.

4.3 Backups

Talensa makes daily backups with a retention period of 30 days. Recovery after a technical failure takes place within 48 hours.

4.4 External services

The Platform uses external services, including hosting, assessment providers, AI services and e-mail delivery. Services that process personal data are listed as sub-processors in the Talensa Hub Sub-processor Overview, which forms part of the Data Processing Agreement. Talensa is not liable for failures in third-party services that are beyond its sphere of influence, but will make efforts to limit their impact.

5. Prices and payment

5.1 Prices

Prices are set out in the Agreement. All amounts are exclusive of VAT unless stated otherwise.

5.2 Invoicing

Invoicing takes place monthly in advance, unless agreed otherwise. The payment term is 14 days from the invoice date.

5.3 Price changes

Talensa may adjust prices annually as of January 1 based on the Consumer Price Index (CPI) of Statistics Netherlands (CBS). Adjustments will be announced at least 30 days in advance.

Price changes exceeding CPI indexation constitute a material amendment (see Article 1.3).

5.4 Non-payment

In the event of non-payment, Talensa may suspend access to the Platform after a written notice of default (ingebrekestelling) granting a cure period of 14 days. During suspension, Customer retains access to data export. Suspension does not release Customer from its payment obligations.

6. Intellectual property

6.1 Platform

All intellectual property rights in the Platform, the software, algorithms, assessment methodologies and matching logic are vested in Talensa. Customer obtains only the rights of use set out in these Terms.

6.2 Customer data

Customer retains all rights to Content that Customer enters into the Platform. Talensa processes this data solely for the purpose of providing the services and in accordance with the Data Processing Agreement.

6.3 Anonymized data

During and after the term of the Agreement, Talensa may anonymize and aggregate data for product development, scientific research and benchmarking. Anonymization takes place in accordance with GDPR standards: all direct and indirect identifiers are irreversibly removed, so that the data cannot be traced back to individual persons or to individual customer organizations. Benchmark results are published only on the basis of at least 5 organizations per comparison group.

7. Liability

7.1 Limitation

Talensa provides the Platform on a best-efforts basis (inspanningsverplichting). Talensa's total liability per calendar year is limited to the amount Customer paid to Talensa in the 12 months preceding the event giving rise to the damage, up to a maximum of €50,000.

This limitation does not apply to damage caused by intent or deliberate recklessness (opzet of bewuste roekeloosheid) on the part of Talensa, nor to liability that cannot be limited under mandatory law. The limitation also applies to liability under the Data Processing Agreement; both together are subject to the same maximum.

7.2 Exclusions

Talensa is not liable for:

• Indirect damage, including lost profits, consequential damage and reputational damage.
• Damage resulting from decisions Customer makes based on Platform output.
• Damage resulting from improper use, misconfiguration or negligence of Customer or Users.
• Damage resulting from failures in external services (hosting, assessment providers, internet connections).
• Damage resulting from force majeure (Article 10).

7.3 Indemnification

Customer indemnifies Talensa against third-party claims arising from the use of the Platform by Customer or Users in breach of these Terms or applicable legislation.

8. Confidentiality

The parties will treat confidential information of the other party as confidential and use it solely for the performance of the Agreement. This obligation does not apply to information that is generally known, has been developed independently, or must be disclosed under laws or regulations.

This obligation remains in force for 2 years after termination of the Agreement.

9. Term and termination

9.1 Term

The term is set out in the Agreement. In the absence thereof, the agreement is terminable monthly with a notice period of 30 days.

After the first contract period, annual contracts are renewed on a monthly basis with a notice period of 30 days, unless the parties agree on a new annual period in writing.

9.2 Early termination

Either party may terminate the Agreement with immediate effect if the other party:

• Materially fails to perform the Agreement in a manner attributable to it (toerekenbare tekortkoming; a failure not due to force majeure, see Article 10) and does not remedy this within 30 days after a written notice of default.
• Is declared bankrupt, applies for a suspension of payments (surseance van betaling) or ceases its business operations.

9.3 After termination

After termination, Customer has a transition period of 90 days to export data, in accordance with the Data Processing Agreement. During this period, Customer retains read access to the Platform for export purposes. Talensa will provide reasonable cooperation in this regard. After this period, personal data will be deleted in accordance with the Data Processing Agreement.

Amounts already paid will not be refunded, unless the termination results from an attributable failure on the part of Talensa. In that case, Talensa will refund the pro rata portion of prepaid amounts for the period not used.

10. Force majeure

Neither party is liable for non-performance resulting from circumstances beyond its reasonable control, including failures in internet infrastructure, government measures, natural disasters and outages of essential suppliers.

The party invoking force majeure will inform the other party as soon as possible. If the force majeure situation lasts longer than 60 days, either party may terminate the Agreement in writing.

11. Data processing

For the processing of personal data, the parties will conclude a separate Data Processing Agreement (DPA). In the event of conflict between these Terms and the DPA, the DPA prevails insofar as personal data is concerned.

As controller, Customer is responsible for compliance with the GDPR, including informing data subjects and obtaining any necessary consents.

12. Final provisions

12.1 Assignment

Customer may not assign rights under the Agreement without the written consent of Talensa. Talensa may assign the Agreement to a legal successor with 30 days' prior notice. A Customer that does not agree to the assignment may terminate the Agreement free of charge within that period.

12.2 Governing law and disputes

These Terms are governed by Dutch law. The parties will first attempt to resolve disputes through mediation in accordance with the rules of the Netherlands Mediation Institute (Nederlands Mediation Instituut). If mediation does not lead to a solution within 60 days, disputes will be submitted to the competent court in Amsterdam.

12.3 Severability

If any provision is declared null and void or invalid, the remaining provisions remain in force.

12.4 Entire agreement

These Terms, together with the Agreement and the DPA, constitute the entire agreement between the parties and supersede all prior arrangements on the same subject matter.

Contact

Talensa Hub B.V. E-mail: hub@talensa.nl Web: www.talensa.nl

General terms and conditions Talensa Consulting

Version: 2.0 — Effective from: 2026-10-06

Talensa B.V., trading under the name Talensa Consulting Gouverneurlaan 1, 6002 EC Weert · Dutch Chamber of Commerce (KvK) 72054808

Article 1 - Definitions

In these terms and conditions:

• Talensa: Talensa B.V., trading under the name Talensa Consulting.
• Client: the organization that gives Talensa an assignment.
• Participant: the candidate or employee who takes part in an assessment, psychological evaluation or coaching.
• Assignment: the agreement between Talensa and Client for a service, as set out in a signed quotation or in a signed assignment under a Framework Agreement.
• Framework Agreement: a signed agreement setting out the rates and terms for all Assignments within a term.
• Report: the written report of an assessment or psychological evaluation.
• Arrangement: the Talensa Consulting joint controllership arrangement (Article 26 GDPR).

Article 2 - Applicability and order of precedence

2.1 These terms and conditions apply to all quotations, Assignments and services of Talensa. General terms and conditions or purchasing conditions of Client do not apply, unless Talensa has accepted them in writing.

2.2 In the event of conflict between documents, the following order applies: (1) the signed Assignment, (2) the Framework Agreement, (3) the Arrangement, for the processing of personal data, (4) these terms and conditions.

2.3 Deviations from these terms and conditions apply only if Talensa and Client have agreed to them in writing.

Article 3 - Formation

3.1 A quotation from Talensa is valid for one month after it is sent, unless the quotation states otherwise.

3.2 An Assignment is formed by signing the quotation or, under a Framework Agreement, by signing the assignment that falls under that Framework Agreement. Digital signing via Talensa's personal signing link is as binding as a signature on paper.

3.3 Talensa begins performance once the Assignment has been signed. If Client requests an earlier start, a written confirmation by e-mail constitutes acceptance, at the rates of the quotation or the Framework Agreement.

Article 4 - Framework Agreement

4.1 A Framework Agreement sets out the term, the rates and any special arrangements. The rates apply to all Assignments that Client issues within the term. There is no purchase obligation, unless the Framework Agreement states otherwise.

4.2 Each Assignment under a Framework Agreement describes what will be done, for whom and at what rate. The rates and terms of the Framework Agreement apply; no new quotation is issued.

4.3 Talensa offers a service that is not included in the Framework Agreement by means of a separate quotation.

4.4 A Framework Agreement is renewed in accordance with what has been agreed therein, and otherwise only by a new written agreement.

Article 5 - Preparation

5.1 For an assessment or psychological evaluation, a consultant of Talensa conducts an intake with Client. In the intake, the research question, the target position and the competencies to be measured are determined. On that basis, Talensa compiles the evaluation program. Preparation is charged at the hourly rate, unless it is included in the rate of the Assignment.

5.2 Client provides the information required for the Assignment in good time and warrants its accuracy. Client announces in the vacancy or the invitation that an assessment forms part of the procedure.

5.3 Talensa invites the Participant and includes the privacy statement for assessment participants, in which the Participant can read which data is processed and which rights he or she has.

Article 6 - Performance

6.1 Assessments and psychological evaluations are carried out under the responsibility of a psychologist who is a member of the Dutch Association of Psychologists (Nederlands Instituut van Psychologen, NIP) and works in accordance with the NIP Code of Ethics for Psychologists (Beroepscode voor psychologen).

6.2 Talensa uses instruments that measure work-related characteristics, where available with a positive rating from COTAN, and follows the NIP General Standard for Test Use (Algemene Standaard Testgebruik). Talensa does not use clinical instruments.

6.3 The evaluation takes place at Talensa or (partly) online, in consultation with the Participant.

6.4 Talensa performs the Assignment to the best of its knowledge and ability. This is a best-efforts obligation (inspanningsverplichting): Talensa does not guarantee any particular outcome or the success of a selection or development decision.

6.5 Talensa may engage third parties for performance, such as test publishers and the Talensa Hub platform. They process personal data only as processors of Talensa (Article 16).

Article 7 - Reporting and rights of the Participant

7.1 The Report is in principle ready within five business days after the evaluation. In exceptional cases this period may be exceeded; Talensa will then notify Client.

7.2 The Participant sees the Report before Client receives it, and may release or block it. The Participant may give his or her own response, which is attached to the Report at his or her request, and may request correction of factual inaccuracies. Talensa asks the Participant to respond within five business days; without release, Client does not receive the Report.

7.3 A blocked Report has no effect on the fee.

7.4 Oral advice to Client is given only after the Participant has released the Report.

7.5 After release, only the recipients named in the Assignment receive the Report. Client uses the Report only for the research question of the Assignment and for no longer than two years after its date.

Article 8 - Decision and use of software

8.1 The decision on selection, development or placement rests with Client. Client does not take that decision solely on the basis of scores or other automated outcomes, and always takes the Report and its own judgment into account.

8.2 Talensa may use software and language models to score tests and to suggest report texts. The judgment comes from the psychologist, who finalizes the Report. Talensa does not use systems that infer emotions from face, voice or behavior.

8.3 If Client uses the outcomes in its own system for selection or evaluation, Client is responsible for this, including under the AI Act. On request, Talensa provides the information Client needs for this purpose.

Article 9 - Coaching and other services

For coaching, advice and other services, Talensa issues a quotation with a description of the assignment and the costs. Articles 6.4 and 6.5 also apply to these services.

Article 10 - Rates

10.1 The rates are set out in the quotation or the Framework Agreement, exclusive of VAT. For Assignments outside a Framework Agreement, the rates that Talensa sets annually apply.

10.2 The rates of a Framework Agreement are fixed for its term. Upon renewal, Talensa may adjust the rates; Talensa will give notice of this at least two months before the end of the term.

10.3 Talensa does not reimburse travel and accommodation expenses of Participants. Travel time of Talensa consultants is charged at half the hourly rate, and travel expenses in accordance with the quotation, unless agreed otherwise.

10.4 Talensa carries out work outside the scope of the Assignment only with Client's approval, at the agreed rates.

Article 11 - Cancellation and rescheduling

11.1 Assessment or psychological evaluation: cancellation or rescheduling is free of charge up to three business days before the evaluation date. In the event of cancellation within three business days, or if the Participant fails to appear without notice, Talensa charges 50% of the rate.

11.2 Intakes and meetings before or after an assessment: cancellation or rescheduling is free of charge up to 24 hours before the appointment. In the event of later cancellation or failure to appear, Talensa charges 50% of the hourly rate, even if the appointment would otherwise have been free of charge.

11.3 Travel time and travel expenses incurred are charged in all cases.

11.4 If Talensa is unable to keep an appointment due to illness or another reason on its side, Talensa will schedule a new date as soon as possible, at no extra cost to Client.

Article 12 - Payment

12.1 Invoices are payable within 30 days of the invoice date, unless the Assignment states otherwise.

12.2 An assessment is invoiced after completion of the evaluation, unless agreed otherwise. A blocked Report does not affect this (Article 7.3).

12.3 If Client fails to pay on time, Client owes the statutory commercial interest (wettelijke handelsrente) from the due date, as well as the extrajudicial collection costs in accordance with the statutory scale.

12.4 Client submits any objection to an invoice within fourteen days of the invoice date, stating the reasons. The objection does not suspend payment of the undisputed portion.

Article 13 - Liability

13.1 Talensa is liable only for direct damage resulting from an attributable failure (toerekenbare tekortkoming) in the performance of the Assignment.

13.2 Liability is limited to the amount paid out under Talensa's professional liability insurance in the case concerned. If the insurance does not pay out, liability is limited to the fee for the Assignment to which the damage relates, exclusive of VAT.

13.3 Talensa is not liable for indirect damage, such as consequential damage, lost profits or damage resulting from a decision by Client regarding a Participant, nor for damage resulting from acts or omissions of Participants.

13.4 The limitations in this article do not apply in the event of intent or deliberate recklessness (opzet of bewuste roekeloosheid) on the part of Talensa or its executive staff.

13.5 A claim for damages lapses if Client has not notified Talensa of it in writing within twelve months after the damage arose.

13.6 For damage resulting from a processing of personal data, the allocation in Article 11 of the Arrangement applies.

Article 14 - Force majeure

Talensa is not obliged to perform if it is unable to do so due to a circumstance that cannot be attributed to it, such as a failure at a supplier, illness without replacement or a government measure. If the force majeure lasts longer than thirty days, either party may terminate the Assignment free of charge with respect to the part not yet performed.

Article 15 - Confidentiality

15.1 Talensa and Client keep confidential information of the other party secret and use it only for the Assignment. This does not apply to information that is public, that a party must disclose under the law or a professional rule, or that is needed to defend itself in proceedings.

15.2 In addition, Talensa's psychologists are bound by professional secrecy under the Code of Ethics for Psychologists.

15.3 Client does not share Talensa's working methods, instruments and rates with third parties not involved in the Assignment without Talensa's consent.

Article 16 - Data protection

16.1 The processing of personal data in assessments and psychological evaluations is governed by the Arrangement. The Arrangement forms part of every Assignment and prevails over these terms and conditions in the event of conflict.

16.2 Talensa informs Participants by means of the privacy statement for assessment participants. Talensa engages Talensa Hub B.V. as processor, on the basis of a data processing agreement between Talensa and Talensa Hub B.V.; Client does not itself conclude an agreement with Talensa Hub for this purpose.

16.3 Talensa may use test data without name and contact details for norming and improving tests and for quality research, in accordance with Article 6.5 of the Arrangement. Results are published only in aggregated form.

Article 17 - Intellectual property

17.1 Talensa, or the publisher of a test, retains all rights to the instruments, test materials, norms, software and working methods used in the provision of services.

17.2 Client obtains the right to use the Report for the research question of the Assignment, within the period referred to in Article 7.5. Client does not reproduce test material and does not make the Report available to anyone other than the recipients named in the Assignment.

Article 18 - Complaints

18.1 Client or the Participant submits a complaint about the services to Talensa, via privacy@talensa.nl or to the consultant of the Assignment. Talensa responds within four weeks.

18.2 A complaint about the professional conduct of a psychologist may also be submitted to the Supervisory Board of the NIP (College van Toezicht). A complaint about the processing of personal data may also be filed with the Dutch Data Protection Authority (Autoriteit Persoonsgegevens).

Article 19 - Amendment of these terms and conditions

19.1 Talensa may amend these terms and conditions. A new version applies to quotations and Assignments formed after its publication.

19.2 For an ongoing Framework Agreement, and the Assignments under it, the version belonging to the Framework Agreement continues to apply until renewal, unless Client agrees to the new version.

Article 20 - Governing law and disputes

These terms and conditions and all Assignments are governed by Dutch law. Disputes will be submitted to the competent court of the District Court of Limburg (Rechtbank Limburg).