HVK Stevens is the trade name for: HVK Stevens Tax Consultancy B.V. (KvK 53273168), HVK Stevens Legal B.V. (KvK 58499873), HVK Stevens Consultancy B.V. (KvK 64231879), HVK Stevens Rotterdam B.V. (KvK 69853010), and Stichting HVK Stevens Executele (KvK 71230157).

1. Applicability

1.1. These general terms and conditions apply to every oral or written accepted agreement, whereby HVK Stevens undertakes to perform work (the “Assignment”) for another party (the “Client”) (and/or direct and/or indirect subsidiaries that are wholly owned by the Client) in accordance with which HVK Stevens, depending on the case, among other things, will perform administrative, financial, transaction-supporting, tax, notarial and consultancy services (the “Services”).

1.2. These general terms and conditions may also be invoked by those individual persons and legal entities that are directly or indirectly affiliated with HVK Stevens, who are involved in any way in the Services provided by or on behalf of HVK Stevens, regarding the Assignment.

1.3. Unless otherwise agreed in writing, the content of each article mentioned below shall apply.

2. Engagement

2.1. The Engagement is qualified as an “Engagement” within the meaning of Article 7:400 of the Dutch Civil Code. Articles 7:404 and 7:407(2) of the Dutch Civil Code do not apply. HVK Stevens is regarded as the sole contracting party in matters with the Client

2.2. All work performed by HVK Stevens will be carried out to the best of its knowledge and ability and in accordance with the requirements of good workmanship. With respect to the (intended) work of HVK Stevens, only an obligation of best efforts applies

2.3. HVK Stevens may at all times designate employees/persons to perform specific Services, even if the Services were requested with the intention that they be performed by a specific person/employee. The Client may in no event require any party other than HVK Stevens to perform the Services

2.4. HVK Stevens determines the manner in which the Engagement is performed

3. Limitation of liability, limitation periods, duty to complain

3.1. Any liability of HVK Stevens, its Affiliated Persons and all persons involved in the performance of the Engagement(s), or on whom any liability could rest in connection therewith (including joint and several liability), is limited to the amount paid out under the liability insurance policy(ies) of the relevant HVK Stevens entity, increased by the applicable deductible under those policies. “Affiliated Persons” in these general terms and conditions means any person who is or was directly or indirectly engaged for the benefit of HVK Stevens, including in any event all (former) employees, other staff, contractors, (external) advisors (including consultants to the firm), directors, shareholders and/or partners, subsidiaries, affiliated entities (and their (former) employees) and the foundations engaged by HVK Stevens for third-party funds. A “Person” may be a natural person or a legal entity

3.2. Any claim for damages against HVK Stevens and its Affiliated Persons will in any case lapse if HVK Stevens has not been notified in writing of the claim within one year after discovery of an event or circumstance that gives or may give rise to liability. Claims and complaints must be substantiated in writing and submitted to HVK Stevens by way of a formal notice of default (“ingebrekestelling”)

3.3. HVK Stevens and its Affiliated Persons are in no event liable to the Client:

a. for damage arising from an act or omission that was the potential or foreseeable response of HVK Stevens to a request received from or on behalf of the Client;

b. for damage not directly resulting from an act or omission of one of HVK Stevens’ executive officers — “supervisory subordinates”;

c. for any consequential, indirect or punitive damages and/or loss of profit;

d. where the Client itself does not comply or has not complied with the conditions of the Engagement Letter and these general terms and conditions

3.4. The Client and/or the Client’s group companies (within the meaning of Section 2:24b of the Dutch Civil Code) shall indemnify HVK Stevens and the Affiliated Persons against all third-party claims in any way connected with or arising from the Engagement and/or work performed for the Client and/or the Client’s group companies. This indemnity also includes legal costs. Third parties also include persons affiliated with the Client

3.5. The Client and/or the Client’s group companies shall, where applicable, exercise any right of action or recourse solely against HVK Stevens (and not against the Affiliated Persons)

3.6. If and to the extent no payment is made under the liability insurance policy(ies) for reasons unrelated to the specific circumstances of the relevant Claim at that time, the joint and several liability of HVK Stevens and the Affiliated Persons is, in aggregate, limited to an amount not exceeding the fees invoiced in the twelve (12) months preceding the date on which the Claim arose for the work to which the loss-causing event relates or is connected, up to a maximum of two hundred and fifty thousand euros (EUR 250,000.00)

3.7. The Disputes Committee (Notarial Profession) Regulations (www.knb.nl or www.degeschillencommissie.nl) apply to the Services of (candidate) notaries of HVK Stevens Legal B.V.

4. External contractors

4.1. If necessary, HVK Stevens may engage external contractors (third parties) to perform the Services under the Engagement, including digital services offered by third parties. HVK Stevens will exercise due care in selecting such external contractors

4.2. HVK Stevens is not liable for any (improper) act or omission of third parties, or for damage arising from the use of digital services. HVK Stevens further excludes all liability that is in any way directly or indirectly related to insolvency, non-performance by third parties and/or to any limitation of, or loss of, the ability to use or access computers, networks or data, as well as in relation to any data breach, whether or not resulting from a cyber attack

4.3. HVK Stevens is authorized, on behalf of the Client and/or itself, to accept and/or invoke the terms and conditions of such third parties, including limitations of liability stipulated by a third party

5. Client obligations

5.1. The Client is obliged to pay a fee for the Services performed in connection with the Engagement as set out in the Engagement/these general terms and conditions

5.2. If performance of an Engagement requires the Client’s cooperation, the Client will timely provide all information and documents that HVK Stevens requires for proper and timely performance and, where applicable, in the form and manner determined by HVK Stevens

5.3. HVK Stevens will perform the Engagement based on the information provided to it under the terms of the Engagement, including all meetings HVK Stevens holds with the Client or with third parties and/or other advisors at the Client’s request. The Client undertakes to ensure that information provided by the Client or such third parties and/or other advisors is accurate and complete

5.4. All costs, loss and/or damage caused by delay in the performance of the Engagement as a result of failure to provide the requested information, or failure

to provide such information in a timely manner or in the correct form, are for the account and risk of the Client. The Client bears the risk for all items it provides to HVK Stevens and must ensure insurance covers damage, loss, absence or theft of such items

6. Indemnity

6.1. Except in the case of intent or gross negligence on the part of HVK Stevens, the Client indemnifies HVK Stevens from and against all Claims, rights and/or legal actions of any third party against HVK Stevens that directly or indirectly arise from or are connected with the Engagement, activities or Services performed or to be performed by HVK Stevens for the Client, including loss, damage, costs and expenses suffered or incurred by HVK Stevens in connection with such Claim, right or breach

7. Fee calculation

7.1. Unless otherwise agreed, the fee payable by the Client to HVK Stevens is calculated on the basis of the number of hours worked multiplied by the applicable hourly rates as determined from time to time by HVK Stevens

7.2. If hourly rates change between the start date and the completion date of the Engagement, HVK Stevens may adjust the agreed hourly rates accordingly

7.3. All expenses incurred by HVK Stevens on behalf of the Client are for the Client’s account. Travel and accommodation expenses incurred are for the Client’s account and are deemed expenses paid on the Client’s behalf

7.4. A fixed percentage of the fee, as applicable from time to time, is payable by the Client for general office expenses (such as postage, telephone, paper, copying and internet costs)

7.5. Where legally due, all amounts owed will be increased by the amount of VAT at the then-applicable rate

8. Invoicing

8.1. HVK Stevens’ fee is exclusive of expenses, exclusive of charges of third parties engaged by HVK Stevens and exclusive of VAT and other governmental levies. Such expenses, charges and levies will be recharged by HVK Stevens to the Client

8.2. If after conclusion of the Engagement, but before the Engagement has been fully performed, factors determining rates, such as wages and/or prices, change, HVK Stevens is entitled to adjust the previously agreed rate accordingly

8.3. Payment must be made, without deduction, discount or set-off, within 15 days of the invoice date (due date), in the currency stated on the invoice, by transfer to a bank account designated by HVK Stevens

8.4. If payment is not made on time and/or in full, the Client will be in default without notice of default being required. Notwithstanding other rights and remedies of HVK Stevens, HVK Stevens is entitled to charge interest of 1% per month on the outstanding amount, payable from the first day after the invoice due date

8.5. Any payment received by HVK Stevens from the Client will first be applied to interest and costs (if applicable) and secondly to outstanding invoices (in chronological order from oldest to newest), regardless of what the Client states in this regard

8.6. Complaints or objections to the amount of the invoices submitted do not suspend your payment obligation

8.7. HVK Stevens may suspend services until the Client has paid all outstanding invoices

8.8. All extrajudicial and court costs incurred by HVK Stevens in connection with a dispute with the Client, both as claimant and as defendant, are for the Client’s account. Extrajudicial collection costs are set at 15% of the outstanding amount with a minimum of EUR 250 per case, and court collection costs are set at the actual amount paid by HVK Stevens for the legal proceedings, even if this exceeds the assessed procedural costs

8.9. In the case of a jointly issued Engagement, all principals are jointly and severally liable for payment of the full invoice amount to HVK Stevens, insofar as the work has been performed for these joint principals

9. Confidentiality

9.1. HVK Stevens will treat all Client information as strictly confidential and will not disclose such information unless required by law or court order. HVK Stevens may share confidential information with its employees working on an Engagement for the Client or with any of its affiliated companies or advisors on a need-to-know basis and only to the extent that the recipient is bound by a duty of confidentiality (professional, contractual or otherwise) to HVK Stevens

10. Intellectual property

10.1. HVK Stevens reserves all intellectual property rights (“IP”) that HVK Stevens uses or develops and/or has developed in the context of performing the Engagement (including documents, model offers, proposals, calculations, designs, descriptions, drawings, sketches, diagrams, data [collections], etc.) for the Client and in respect of which HVK Stevens owns or may exercise copyrights or other intellectual property rights. IP may not be shared with third parties without HVK Stevens’ prior written consent

11. Conflicts of interest

11.1. Partners and/or employees of HVK Stevens may perform Services for a third party (including a potential counterparty), even where this may lead to a conflict of interest between the Client and that third party. In the event of a conflict of interest, or if one arises in future, it is for HVK Stevens to decide whether it can continue to provide Services to both parties, to one (1) party, or to neither party. HVK Stevens is free to provide Services to a party whose commercial interests may conflict with the Client’s commercial interests

11.2. In the event of a conflict of interest, HVK Stevens will always be bound by its duty of confidentiality. To the extent HVK Stevens possesses information obtained under a duty of confidentiality to another client, HVK Stevens will never use that information in the relationship with the Client, just as information obtained under the duty of confidentiality with the Client will never be used in the relationship with another client

11.3. In all situations where conflicts of interest may arise, HVK Stevens cannot be held liable for any damage resulting from such conflicts of interest

12. Termination / dissolution of the Engagement

12.1. The Engagement between the Client and HVK Stevens is entered into for an indefinite period and may be terminated by the Client by written notice, subject to a reasonable notice period of at least ten (10) working days. Working day means any day other than Saturday, Sunday or public holiday in the Netherlands

12.2. HVK Stevens may terminate an Engagement with immediate effect, without legal intervention and without notice of default, if: (i) HVK Stevens cannot successfully complete and/or keep up to date the client due diligence in accordance with the Wwft, as a result of which internal and statutory requirements cannot be met;

12.2. HVK Stevens may terminate an Engagement with immediate effect, without legal intervention and without notice of default, if:

(i) HVK Stevens cannot successfully complete and/or keep up to date the client due diligence in accordance with the Wwft, as a result of which internal and statutory requirements cannot be met;

(ii) HVK Stevens’ invoices are not paid by the due date;

(iii) the Client requests HVK Stevens to act in a manner contrary to its professional obligations;

(iv) HVK Stevens, at its sole discretion, determines that it would be unlawful or unethical to continue an Engagement;

12.3. Without prejudice to the other provisions of these general terms and conditions, the Engagement will be terminated/dissolved immediately, without judicial intervention and without any notice of default being required, once the Client is declared bankrupt, has applied for a provisional suspension of payments, is placed under administration, is declared subject to the Debt Restructuring (Natural Persons) Act, or otherwise loses the power to dispose of its assets or part thereof, unless the trustee or administrator acknowledges the obligations arising from the Engagement as estate debts and provides security for their performance. The Client is liable for all damage suffered or to be suffered by HVK Stevens as a result of such an event

12.4. Upon termination of an Engagement, all outstanding amounts, costs and expenses become immediately due and payable. HVK Stevens is entitled to retain the Client’s files until HVK Stevens’ fees, costs and expenses have been paid

13. Force majeure

13.1. Force majeure means any circumstance beyond the will and control of HVK Stevens, whether or not foreseeable at the time the Engagement was entered into, such as: war, mandatory government measures, transport disruptions of any kind, strikes, trade embargoes, exclusion of or lack of personnel, quarantine, epidemics, frost stoppage. In the event of force majeure, HVK Stevens is not obliged to fulfill its contractual obligations. In that case, HVK Stevens is entitled to perform within a reasonable period or the parties may dissolve the agreement in whole or in part, without being liable for any compensation

14. Miscellaneous

14.1. If these general terms and conditions and the written Engagement contain conflicting provisions, the provisions of the written Engagement shall prevail. Deviations from these general terms and conditions may only be agreed in writing

15. Applicable law and jurisdiction

15.1. The (legal) relationship between the Client and HVK Stevens is governed by Dutch law

15.2. The Dutch text of these general terms and conditions is binding

15.3. With the exception of disputes regarding Services of (candidate) notaries of HVK Stevens Legal B.V. to which Article 3.7 applies, all (other) disputes between the Client and HVK Stevens arising from or related to the Services subject to its general terms, or to the general terms themselves, and/or further agreements arising therefrom are:

(a) in the case of a Client domiciled within the European Union: settled by the District Court of Amsterdam, which has exclusive jurisdiction;

(b) in the case of a Client domiciled outside the European Union: settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute, whereby (i) the arbitral tribunal shall consist of one arbitrator, unless the financial interest of the dispute exceeds one hundred thousand euros (EUR 100,000.00), in which case the tribunal shall consist of three arbitrators, (ii) the tribunal shall be appointed in accordance with the list procedure, (iii) the seat of arbitration shall be Amsterdam, (iv) the proceedings shall be conducted in the English language, (v) the tribunal shall decide as good persons in equity, and (vi) consolidation of the arbitral proceedings with another arbitral proceeding, as provided for in Article 1046 of the Dutch Code of Civil Procedure and Article 39 of the Arbitration Rules of the Netherlands Arbitration Institute, is excluded

HVK Stevens Belastingadvies B.V.HVK Stevens Legal B.V.HVK Stevens Consultancy B.V.HVK Stevens Business Services B.V.Apollolaan 150 | 1077 BG Amsterdam P.O. Box94520 | 1090 GM Amsterdam

TEL+31 (0)20 76 30 900E-MAILinfo@hvkstevens.comWEBSITEwww.hvkstevens.com