General Terms and Conditions of Lex Mercatus B.V.

ARTICLE 1 – Definitions

The following are the definitions used in these General Terms and Conditions of Lex Mercatus B.V:

“General Terms and Conditions” refer to these terms and conditions.

“Lex Mercatus” refers to Lex Mercatus B.V.

“Engagement Letter” refers to a document issued by Lex Mercatus that states these General Terms and Conditions apply and details the work to be performed.

“Client” refers to the party hiring Lex Mercatus for an engagement.

“Engagement Team” refers to the individuals within Lex Mercatus, as well as any third parties brought in by Lex Mercatus, who are involved in completing the work.

“Agreement” refers to these General Terms and Conditions, the Engagement Letter, and any other applicable documents or additional conditions outlined in the Engagement Letter.

“Work” refers to the work to be performed by Lex Mercatus for a Client as outlined in the Engagement Letter, including the provision of goods and/or services.

ARTICLE 2 – APPLICABILITY OF THESE TERMS AND CONDITIONS

1. These General Terms and Conditions govern the work to be performed by Lex Mercatus for a Client.
2. A Client’s purchasing conditions or any other conditions will not be applicable.

ARTICLE 3 – FORMATION AND DURATION OF THE AGREEMENT

1. The Agreement will be established when the Client confirms the Engagement Letter, whether verbally, in writing, electronically or through implication, or when the work commences.
2. The Agreement is set for a fixed period, unless the nature, content or context of the engagement given by the Client implies that it is for an indefinite period.

ARTICLE 4 – CONTENT OF THE AGREEMENT/PRIORITY IN CASE OF CONFLICT

1. The Agreement serves as the foundation for all arrangements between Lex Mercatus and the Client regarding the Work.
2. Any changes or modifications to the Agreement must be in writing and must be signed by an authorized representative of Lex Mercatus and the Client. In case of a discrepancy between the Engagement Letter and other components of the Agreement, the Engagement Letter will prevail. In case of a conflict between the General Terms and Conditions and any additional conditions in the Agreement, the additional conditions will prevail.

ARTICLE 5 – THE WORK AND ITS PERFORMANCE

1. The Engagement Letter outlines the scope of work to be completed by Lex Mercatus.
2. Lex Mercatus will make every effort to perform the work in accordance with the agreed upon procedures and arrangements with the Client.
3. Lex Mercatus has the discretion to decide how and by whom the work will be completed. If the Engagement Letter specifies certain individuals for the work, Lex Mercatus will make reasonable efforts to ensure they complete the work. Lex Mercatus reserves the right to substitute those individuals with others of equal or comparable expertise.
4. If the work is to be completed in phases, Lex Mercatus may delay starting the next phase until the Client has accepted the previous phase’s results in writing and paid all associated fees.
5. Time frames for completion of the work will not be considered strict deadlines unless explicitly agreed upon. The Client cannot terminate the agreement due to missed time frames, and Lex Mercatus will not be liable for compensation for missed deadlines.
6. If at the request or with the prior consent of the Client, Lex Mercatus performs work outside the scope of the agreed upon work, the Client will pay for it at Lex Mercatus’ standard rates.
7. The Client understands that this additional work may affect the estimated completion time and the responsibilities of both parties.
8. Lex Mercatus may engage third parties to assist with the work, if necessary. If the Client wishes to engage third parties, they must first obtain the agreement of Lex Mercatus.
9. Upon completion of the work, Lex Mercatus may provide written advice, confirm oral advice in writing, provide a final report or give an oral presentation. Prior to completion, Lex Mercatus may provide oral, draft, or interim advice, reports or presentations. In this case, the written advice or final report will take precedence. The Client cannot rely on draft or interim advice, reports or presentations. If the Client wants to rely on oral advice or an oral presentation, they must inform Lex Mercatus, who will then provide written confirmation.
10. Lex Mercatus is not obligated to update oral or written advice, reports or results in response to events that occur after the final version is issued.
11. Any advice, opinions, statements of expectation, forecasts, or recommendations provided by Lex Mercatus as part of the work will not be considered as a guarantee for future events or circumstances.

ARTICLE 6 – OBLIGATIONS OF THE CLIENT

1. The Client will provide full cooperation, both on their own initiative and at the request of Lex Mercatus, and in a timely manner, in the requested format and manner, provide any relevant documents that Lex Mercatus deems necessary for the proper performance of the Work. If Lex Mercatus works at the Client’s premises or uses their computer systems and telephone networks, the Client will provide necessary access, security procedures, virus controls, facilities, licenses, and permissions at their own expense. If any part of the Work is not performed at Lex Mercatus’ own premises, the Client will also ensure that Lex Mercatus employees are provided with adequate working space and other necessary facilities that meet all applicable statutory or other requirements.
2. The Client will promptly inform Lex Mercatus of any relevant facts and circumstances related to the proper performance of the Work.
3. The Client warrants that the data and documents provided to Lex Mercatus, including those from third parties, are accurate, complete, reliable, and legitimate, unless otherwise specified in the nature of the Work.
4. Lex Mercatus will not be liable for any loss suffered by the Client resulting from their failure to inform or withholding relevant facts and circumstances related to the proper performance of the Work, or from misrepresentation of facts.
5. The Client will bear any additional costs and fees incurred from delays in the performance of the Work caused by their failure to provide required data and documents, as outlined in Article 6.1, or by their failure to cooperate in a timely and proper manner, including failure to make employees available.

ARTICLE 7 – RESPONSIBILITIES OF THE CLIENT

Without limiting the obligations and responsibilities of Lex Mercatus in completing the Work, the Client will remain responsible and liable for the following:

• The management and day-to-day operations of their business, the execution of their business activities, and handling their own business matters.
• Decisions made by the Client regarding their reliance on the advice, recommendations, or other results of the Work and their implementation.
• Decisions made by the Client that affect the Work and its outcomes.

ARTICLE 8 – CONFIDENTIALITY

1. Lex Mercatus will keep confidential any information provided by or on behalf of the Client, except to parties involved in the performance of the Work. This does not apply to information required to be disclosed by law, by any rule of a supervisory body of Lex Mercatus, or by professional duty or court or public authority orders.
2. The confidentiality obligation does not apply if the information is already publicly known or becomes publicly known through no wrongful act of Lex Mercatus. Lex Mercatus may also share information with insurers and/or advisers in connection with professional liability, as necessary for the performance of the Work.
3. Lex Mercatus is not allowed to use the information provided for any purpose other than the one for which it was obtained, unless required by disciplinary, criminal or civil proceedings.
4. The Client may not disclose the Engagement Letter, reports, advice or other statements made by Lex Mercatus unless previously authorized in writing. The Client will also ensure that third parties cannot access this information.
5. The Client may not make statements about Lex Mercatus’ approach and working procedures unless previously authorized in writing.
6. The Client may use the quotation made by Lex Mercatus and the knowledge and ideas of Lex Mercatus contained in this quotation only for the purpose of evaluating the engagement.
7. Lex Mercatus and the Client will impose the confidentiality obligations on third parties engaged by them.
8. Lex Mercatus reserves the right to use the Client’s name and mention the type of work performed for publicity and reference purposes, and mention any information already made public.
9. Lex Mercatus is entitled to share confidential information about the Client, the relationship with the Client, and the Work, in order to create and maintain a repository of best practices, provided that appropriate safeguards to protect confidentiality are implemented.

ARTICLE 9 – INTELLECTUAL PROPERTY

1. Lex Mercatus retains all rights to any intellectual property created or used during the performance of the Work.
2. The Client is prohibited from reproducing, disclosing, or exploiting any intellectual property owned by Lex Mercatus, including computer programs, processes, advice, master or other contracts and other products of the mind.
3. Lex Mercatus may use, continue to develop, and share any knowledge, experience, or skills gained from the Work for the benefit of other clients and projects.

ARTICLE 10 – KNOWLEDGE AND CONFLICTS

1. The team assigned to the Work will not be expected to have knowledge of any information known to other individuals within Lex Mercatus, and as such, Lex Mercatus cannot be held responsible for such information.
2. Lex Mercatus reserves the right to provide services to other parties with interests that may compete or conflict with the interests of the Client, unless such interests specifically and directly conflict with the Client’s interests related to the current project. In cases where interests do specifically and directly conflict, Lex Mercatus will not provide services to the conflicting party. Any individuals within Lex Mercatus, other than those assigned to the Work, may only provide services to a conflicting party if appropriate measures are taken to protect against conflicts of interest.
3. If the Client becomes aware of any circumstances where Lex Mercatus is or intends to advise a conflicting party on an interest that specifically and directly conflicts with the Client’s interests, the Client must inform Lex Mercatus immediately.

ARTICLE 11 – FEE / PAYMENT

1. Lex Mercatus will bill the Client for the Work based on its fee, expenses (including those of any third parties that were engaged), and any taxes associated with them. These charges will be billed to the Client on a monthly, quarterly, or annual basis, or upon completion of the Work, unless otherwise agreed upon by Lex Mercatus and the Client.
2. The fee charged by Lex Mercatus is not tied to the outcome of the Work. It is based on the level of responsibility of the members of the Engagement Team, their level of seniority, their level of expertise, the time spent on the Work, and the nature and complexity of the Work.
3. For the purposes of Article 11.1, expenses refer to direct costs plus a markup to cover overhead costs not directly allocated to the Work.
4. The amount billed by Lex Mercatus may differ from previous estimates or quotes.
5. Invoices must be paid by the Client, without any deductions, discounts, or offsets, within 14 days of the invoice date, unless agreed otherwise. If the Client fails to pay an invoice within this time frame, Lex Mercatus is entitled to charge the Client commercial interest (as specified in section 6:119a of the Dutch Civil Code) from the due date until the date of full payment, without further notice of default and without prejudice to Lex Mercatus’ other rights.
6. Any judicial and extrajudicial collection costs and other expenses reasonably incurred by Lex Mercatus as a result of the Client’s failure to pay will be the responsibility of the Client.
7. If Lex Mercatus determines that the Client’s financial situation or payment history warrants it, Lex Mercatus may require the Client to make a full or partial advance payment and/or provide additional security, to be determined by Lex Mercatus. If the Client fails to provide the required security, Lex Mercatus may, without prejudice to its other rights, immediately suspend further performance of the Agreement and any amounts owed by the Client to Lex Mercatus will become immediately due and payable.
8. If multiple Clients jointly engage Lex Mercatus, they will be jointly and severally liable for payment of the invoice amount to the extent that the Work was performed for them jointly.

ARTICLE 12 – COMPLAINTS

1. Any dissatisfaction with the services provided or the invoice amount must be communicated to Lex Mercatus in writing within 60 days of the date of receipt of the documents or information in question, or within 60 days of the discovery of the issue, provided the client can prove that it could not have reasonably been aware of the issue earlier.
2. Submitting a complaint does not excuse the client from paying any outstanding invoices.
3. If the complaint is found to be valid, Lex Mercatus will have the option to adjust the fee, correct the rejected work or redo it, or not continue or complete the engagement and refund a proportionate amount of the fee already paid by the client.

ARTICLE 13 – EARLY TERMINATION OF THE AGREEMENT

1. Both Lex Mercatus and the client have the option to terminate the agreement by providing 30 days written notice. If the client chooses to terminate the agreement in this manner, they will be responsible for reimbursing any losses and expenses incurred by Lex Mercatus as a result of the termination.
2. Lex Mercatus may also terminate the agreement immediately in the event of unforeseen circumstances.
3. Either party can dissolve the agreement if the other party is found to be in breach of a significant term of the agreement and has failed to rectify the issue after being notified.
4. In the event of termination according to any of the above paragraphs, Lex Mercatus will still be entitled to payment for work already performed or agreed upon to be performed. The client’s obligation to pay for completed work will become due immediately upon termination of the agreement.

ARTICLE 14 – LIABILITY

1. Lex Mercatus will perform the Work to the best of its abilities and with due care. The company will only be held liable if the client can prove that they have suffered a loss due to a significant mistake made by Lex Mercatus.
2. Lex Mercatus’ liability will be limited to one year after completion of the Work and to an amount equal to the fee charged for the work, unless there is evidence of intent or gross negligence on the part of Lex Mercatus’ executive staff. In the event of multiple claims, the total amount paid by Lex Mercatus will not exceed the fee charged.
3. Lex Mercatus will not be held liable for any indirect or consequential losses, such as lost profits or business interruption, unless there is evidence of intent or gross negligence on the part of Lex Mercatus’ executive staff.
4. Except for the cases outlined in Articles 14.1 to 14.3, Lex Mercatus will not be liable for any damages.
5. Lex Mercatus will exercise due care when engaging third parties. The company will not be held liable for any errors or failures of these third parties, except in cases where they are acting as subcontractors under the responsibility of Lex Mercatus.
6. The limitations on liability outlined in Article 14 also apply to the individuals within the Engagement Team.

ARTICLE 15 – INDEMNITY

1. The Client will indemnify Lex Mercatus and any third parties acting as subcontractors under the responsibility of Lex Mercatus against any claims from third parties related to the Work performed or to be performed, unless such claims result from intent or gross negligence on the part of Lex Mercatus’ executive staff. This indemnification will include all losses and legal and other costs incurred by Lex Mercatus in connection with the claims.
2. The indemnification outlined in paragraph 1 of this Article also applies to the individuals within the Engagement Team.

 ARTICLE 16 – PROTECTION OF PERSONAL DATA

1. In the course of providing services or fulfilling legal obligations, Lex Mercatus may process personal data belonging to the Client and/or individuals associated with the Client.
2. Lex Mercatus may process this personal data to support its services to the Client and to offer the Client and/or associated individuals with information and services provided by Lex Mercatus and third parties.
3. Lex Mercatus will process personal data for the purposes outlined in paragraphs 1 and 2 in accordance with all applicable laws and regulations related to personal data protection.
4. The Client is solely responsible for complying with all applicable laws and regulations related to personal data protection. The Client will indemnify Lex Mercatus against any claims from third parties resulting from the Client’s non-compliance with such laws and regulations. This indemnity will include any losses and costs incurred by Lex Mercatus in relation to such claims.

ARTICLE 17 – EMAIL AND INTERNET USE

1. The Client and Lex Mercatus may communicate with each other through electronic mail (email). However, the use of email and the internet poses risks such as distortion, delay, interception, manipulation, and viruses. Lex Mercatus will not be held liable for any loss arising from the use of email and/or the internet.
2. In case of any doubts about the content or transmission of email, records from Lex Mercatus’ computer systems will be considered as definitive.

ARTICLE 18 – CONFIDENTIALITY, FILE RETENTION, AND OWNERSHIP

Lex Mercatus will maintain a file for the Client’s engagement. Adequate measures will be taken to ensure the confidentiality, preservation, and retention of the file in accordance with professional standards and statutory regulations. The files are the property of Lex Mercatus.

ARTICLE 19 – EXPIRATION

Any rights or actions the Client may have against Lex Mercatus will expire one (1) year after the Client became aware or should have reasonably been aware of their existence.

ARTICLE 20 – INDEPENDENCE

Lex Mercatus must comply with the independence regulations of national and international regulators. To ensure compliance, the Client must provide Lex Mercatus with accurate and complete information upon request regarding the legal and control structure of the Client or their group, any financial and other interests, and any financial and other joint ventures or collaborative arrangements related to their enterprise or organization.

ARTICLE 21 – NON-SOLICITATION

During the performance of the Work and for one (1) year after termination of the Agreement, neither party will recruit or hire the other party’s personnel involved in the Work or engage them in any work or negotiations without the express written consent of the other party, which will not be unreasonably withheld.

ARTICLE 22 – CONTINUED EFFECT

Any rights or obligations under the Agreement that are intended to continue after its termination will remain in full force between Lex Mercatus and the Client.

ARTICLE 23 – TRANSFER OF RIGHTS AND OBLIGATIONS

Neither party may transfer their rights and obligations under the Agreement to a third party without the express written consent of the other party.

ARTICLE 24 – APPLICABLE LAW

The Agreement will be governed by Dutch law and any disputes arising from or related to the Agreement will be under the exclusive jurisdiction of the competent court in the district where Lex Mercatus is located.

January 18, 2023