General Terms and Conditions Scribes Tax Lawyers N.V.

Article 1 – General

1.1         Scribes Tax Lawyers N.V. (hereinafter referred to as “Scribes”), also operating under the trade name Scribes Tax lawyers, is a limited company incorporated under the laws of the Netherlands, with its registered office in Amsterdam and listed in the Commercial Register of the Chamber of Commerce under number 77351312.

1.2         These General Terms and Conditions shall be applicable to all services provided to any (legal) person by Scribes (hereinafter referred to as “Client”).

1.3         All services provided shall be exclusively accepted and executed by Scribes excluding the application of Articles 7:404 and 7:407, paragraph 2 of the Dutch Civil Code.

1.4         All provisions in these General Terms and Conditions have been made for the benefit of all persons who are employed or have been employed by Scribes within the framework of provision of services, and for their potential legal successors. They may invoke these Terms and Conditions with regard to Client. In the performance of their professional work, these persons shall act exclusively for the account and risk of Scribes.

Article 2 – Provision of services

2.1         All services (in any form whatsoever) shall be deemed to have been realised under the applicability of these General Terms and Conditions at the moment that Scribes commenced provision of the services.

2.2         By virtue of (i) the Act on prevention of money laundering and terrorist financing, Scribes is obliged to establish the identity of Client and of the ultimate beneficial owner(s) and to notify the competent authorities of any unusual transactions as referred to in this Act and (ii) the Mandatory Disclosure Directive, Scribes is obliged to disclose aggressive tax planning arrangements with a cross-border dimension with the competent authorities.

2.3         At all times, Scribes may decide for whatever reason not to enter into a contract for services or to terminate a contract for services with any Client ad interim with immediate effect, including in the event that, in Scribes’ sole opinion, the outcome of client acceptance procedures carried out by Scribes in the framework of its statutory obligations, gives grounds to such decision.

2.4         The Client agrees to the fact that, in order to provide and optimise the service, Scribes will work with third parties such as ICT service providers and suppliers of administration tools, and will share personal data with third parties in this context. Scribes shall conclude a processing agreement with processors and sub-processors in accordance with the stipulations of the General Data Protection Regulation.

2.5         The services shall be provided exclusively for Client. Third parties may not derive any right from the content of the agreement to provide services, nor from the work performed, even if they can be considered an interested party either directly or indirectly in the result of the work. Scribes shall accept no liability towards third parties for work performed for Client.

Article 3 – Terms of payment

3.1         Payment must be made without deduction, discount, or set-off by deposit or transfer to the bank account stated on the invoice within fourteen days after the invoice date.

3.2         Scribes must be notified as soon as possible by Client of any objections, but no later than fourteen days after invoice date, with payment of the uncontested part of the invoice.

3.3         If Client has not paid within the period stated in the first
paragraph, or within a different period agreed between the
parties, Client shall be in default without further notice and
Scribes shall be entitled to charge the statutory commercial interest from that moment.

3.4         Scribes shall be entitled to adjust its hourly rates
periodically.

3.5         Scribes shall in all cases be entitled to suspend the work assigned to it if invoices older than sixty days have not
been paid. In the case of suspension of the work by Scribes, Client shall be notified of this in advance.

                      Article 4 – Liability

4.1         Any liability of persons and/or legal entities (in)directly associated with Scribes (including its director(s), shareholder(s), employees and their (practice) companies) is excluded.

4.2         Any liability on the part of Scribes shall be limited to the amount paid out as the occasion arises by virtue of a professional liability insurance taken out by Scribes, increased by the amount of the excess that is not chargeable to insurers in accordance with the policy conditions.

4.3         Scribes shall not be liable for any trading loss, or indirect or consequential damage sustained by Client or third parties.

4.4         Client shall be obliged to indemnify and compensate Scribes in the event of any claims by third parties – including shareholders, directors, supervisory directors, and persons in the service of the client, as well as affiliated legal persons and companies, and other persons involved in Client’s organisation – arising from or related to the activities of Scribes for Client.

4.5         In so far as not stipulated otherwise in these General Terms and Conditions, claims made by Client with respect to Scribes of whatever nature in connection with the performance of work by Scribes shall lapse in all cases after one year, after the time at which Client became aware or could reasonably have been aware of the existence of these rights.

               Article 5 – Jurisdiction and applicable law

5.1         All agreements between Client and Scribes shall be
governed exclusively by Dutch law.

5.2         Unless parties explicitly agree otherwise in writing, all

disputes relating to agreements between Client and

Scribes shall be brought before the competent court in

Amsterdam.

There is a Dutch and an English version of these General Terms and

Conditions. In the case of a conflict between the two versions, the

Dutch version shall prevail.