General terms and conditions for services and payment

1. These general terms and conditions apply to any legal relationship between HUMA Advisory B.V. (hereinafter: “HUMA Advisory”) and a client as specified in the proposal. Any deviations from these general terms and conditions are valid only if they have been expressly agreed upon in writing.

2. HUMA Advisory provides the services to the client based on these general terms and conditions, the quotation, and any attachments (collectively: the “Agreement”). These general terms and conditions apply to the exclusion of any other general terms and conditions of the client, unless otherwise agreed in writing.

3. These general terms and conditions also apply to all (legal) persons directly or indirectly involved in the performance of the agreement, including (indirect) directors, employees, and engaged third parties. This constitutes a third-party clause within the meaning of Article 6:253 of the Dutch Civil Code.

1. All quotes from HUMA Advisory are non-binding. An agreement is only concluded after it has been accepted in writing and after a positive result has been obtained from the customer due diligence (KYC) in accordance with the Wwft.

2. HUMA Advisory is entitled to revoke an offer within five (5) business days of acceptance.

HUMA Advisory will use its best judgment and do its utmost to carry out the assignment with due care. This is a best-efforts obligation and expressly not an obligation to achieve a specific result.

1. Any deadlines mentioned by HUMA Advisory are indicative and do not constitute strict deadlines.

2. If the client fails to fulfill its obligations, HUMA Advisory shall not be liable for any resulting damage or delay.

3. All assignments are deemed to have been given to HUMA Advisory and not to an individual employee.

4. HUMA Advisory determines the manner in which and by whom the assignment is carried out.

1. The client guarantees the accuracy and completeness of the information provided.

2. If this information proves to be incorrect or changes, HUMA Advisory is entitled to amend the agreement and/or the fee.

3. If circumstances change, the parties will consult with each other regarding amendments to the agreement.

1. Either party may terminate the agreement with immediate effect if:
   a. the other party is in default and fails to remedy such default within 14 days of receiving notice of default;
   b. the other party is subject to bankruptcy, suspension of payments, liquidation, or similar circumstances;
   c. the other party’s business is discontinued or significantly scaled back;
   d. the financial position deteriorates to such an extent that performance becomes uncertain.

2. Failure by the client to comply with information obligations constitutes a material breach.

3. HUMA Advisory may terminate the agreement if payment is not made.

4. In the event of termination, HUMA Advisory is entitled to charge for all hours worked at an hourly rate of EUR 300, with a maximum equal to the total amount under the agreement.

5. If termination is attributable to the client, the full fee remains due.

6. HUMA Advisory may suspend work in the event of:
   - non-payment
   - insufficient information
    -impending financial difficulties on the part of the client

1. The liability of HUMA Advisory is limited to direct damage.

2. Any liability is limited to the amount paid out under the professional liability insurance, plus the deductible, with a maximum of EUR 30,000.

3. Liability for indirect damage is excluded.

4. Claims expire after 1 year, and at the latest 6 months after notification if no proceedings are initiated.

HUMA Advisory is entitled to engage third parties and is not liable for any failures on the part of such third parties. The client shall indemnify HUMA Advisory against any claims by third parties.

The client is required to provide all relevant information in a timely and accurate manner and to report any changes immediately. Both parties are bound by confidentiality. HUMA Advisory may assume that the information provided is accurate.

All rights to reports and recommendations remain with HUMA Advisory. Use is permitted solely for the purpose of the engagement and may not be transferred without permission.

HUMA Advisory is not liable for any damages resulting from electronic communication.

HUMA Advisory processes personal data in accordance with applicable laws and regulations.

Invoices must be paid within 14 days. In the event of late payment, interest of 5% per year will be charged. All amounts are exclusive of VAT.

This agreement is governed by Dutch law. Any disputes shall be submitted to the competent court in Amsterdam.

In the event of any conflict, the quotation shall take precedence over these general terms and conditions.

These provisions shall remain in effect after the termination of the agreement.

HUMA Advisory is not liable for any failures resulting from force majeure.

Derden kunnen geen rechten ontlenen aan de overeenkomst.

If any provision is invalid, the remaining provisions shall remain in full force and effect.

Any waiver of rights must be made in writing.

This agreement constitutes the entire agreement between the parties and supersedes all prior agreements.