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Model General Terms and Conditions NBA 2017 ©

‍Filed with the Registry of the District Court in

Amsterdam on 19 June 2017 under number 39/2017

Article 1. DEFINITIONS

The capitalized definitions below have the following meaning in the context of these general terms and conditions:

a. Professional Regulations: the professional and conduct rules to which all accountants are subject due to their registration in the

accountants register of the NBA are subject;

b. Documents: all information or data made available to the Contractor by the Client; all information or data in the context

data produced or collected by the Contractor in the context of the execution of the Assignment / Agreement; and all

other information of any relevance to the execution or completion of the Assignment. The aforementioned information may or

not stored on (in)tangible data carriers and whether or not held by third parties;

c. Employee: a natural person working for or affiliated with the Contractor, whether or not on the basis of an

employment contract;

d. Assignment / Agreement: the service agreement whereby the Contractor commits to the Client to

perform specific Services;

e. Client: the natural person or legal entity that has commissioned the Contractor to

performance of Services;

f. Contractor: the firm that has accepted the Assignment. All Assignments are accepted and performed exclusively

by the firm, not by or on behalf of an individual Employee, even if the Client has explicitly or

tacitly granted with a view to execution by a specific Employee or specific Employees. The

articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code are expressly excluded from application;

g. Services: all activities and operations to be performed by the Contractor for the Client

for which an Assignment has been given and which have been accepted by the Contractor, as well as all resulting obligations for the Contractor

resulting activities and operations.

Article 2. APPLICABILITY

1. 2. 3. 4. 5. 6. These general terms and conditions apply to: all offers, quotations, Assignments, legal relationships and

Agreements, by whatever name, in which the Contractor commits / will commit to perform Services for the Client, as well as all activities resulting therefrom for the Contractor.

Deviations from and additions to the Assignment and/or these general terms and conditions are only valid if they have been expressly agreed upon in writing, for example, in a (written) Agreement or (a further) assignment confirmation.

If any condition in these general terms and conditions conflicts with a condition in the assignment confirmation, the condition set out in the assignment confirmation shall prevail regarding that inconsistency.

These general terms and conditions also apply to any supplementary or follow-up assignments.

The applicability of the Client's general terms and conditions is hereby expressly rejected by the Contractor.

These general terms and conditions may also be invoked by those natural persons and legal entities that are directly or indirectly involved in any way, whether or not under an employment contract, in the provision of services to the Client by or on behalf of the Contractor.

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‍Article 3. CLIENT DATA‍

‍1. 2. 3. 4. 5. 6. The Client is required to provide all documents that the Contractor deems necessary for the correct execution

of the granted Assignment in the desired format, in the desired manner, and in a timely manner to the Contractor to

provide. The Contractor determines what is to be understood as timely, the desired format, and the desired method.

The Client guarantees the accuracy, completeness, and reliability of the documents provided by them,

even if these originate from third parties, unless the nature of the Assignment dictates otherwise.

The Client indemnifies the Contractor against damages resulting from incorrect or incomplete documents.

The additional costs and extra hours incurred by the Contractor, as well as

other damages for the Contractor, due to the Client's failure to provide, or failure to provide in a timely or proper manner,

documents necessary for the execution of the Services.

In the event of electronic transmission of information – including but not limited to tax returns,

financial statements, reports – by (and on behalf of) the Client to third parties, is

Client is designated as the party signing and sending the information in question.

The Contractor has the right to suspend the execution of the Assignment until the moment the Client has fulfilled the

has fulfilled the obligations mentioned in the first paragraph.7. Upon the first written request from the Client, the Contractor shall return the original documents provided by the Client,

Return documents to the Client.

Article 4. EXECUTION OF THE ASSIGNMENT

1. 2. 3. 1. 2. The Contractor shall perform the Assignment to the best of their ability and in compliance with applicable laws and

Professional regulations.

The Contractor determines the manner in which the Assignment is carried out and by which Employee(s).

The Contractor has the right to have Services performed by a party designated by the Contractor

third party.

Article 5. (PROFESSIONAL) REGULATIONS

The Client shall provide full cooperation with the obligations incumbent upon the Contractor arising from the

applicable (professional) regulations.

The Contractor takes appropriate measures to protect personal data and other information received from the Client

to protect confidential information. The Contractor will inform Employees and any third parties engaged about the

confidential nature of the information. The processing of personal data by the Contractor takes place in accordance with

applicable (inter)national legislation and (professional) regulations regarding the protection of personal data.

The Client is aware that in some cases, the Contractor is required by (inter)national legislation or

(Professional) regulations require the disclosure of the Client's confidential information. Insofar as

necessary, the Client hereby grants their consent and cooperation for such disclosure, including (but not

exclusively) in cases where the Contractor:

a. described in legislation and (professional) regulations and which became known during the performance of their Services,

is required to report unusual transactions, whether completed or intended, to the relevant government-

designated authorities;

b. is required to report fraud in certain situations;

c. is required to conduct an investigation into the (identity of the) Client or their client.

The Contractor excludes all liability for damages incurred by the Client as a result of complying

by the Contractor to the laws and (professional) regulations applicable to them.

The parties shall impose their obligations under this article on any third parties they engage.

Article 6. INTELLECTUAL PROPERTY

3. 4. 5. 1. 2. 3. The execution of the Assignment by the Contractor does not also imply the transfer of intellectual property rights

held by the Contractor. All intellectual property rights that arise during, or result from, the execution of

the Assignment belong to the Contractor.

The Client is expressly prohibited from providing products subject to the Contractor's intellectual property rights

are subject to, or products subject to intellectual property rights for which

the Contractor has acquired usage rights, to reproduce, disclose, or exploit them. This concerns

for example (but not limited to): computer programs, system designs, working methods, advice,

(model) contracts, reports, templates, macros, and other intellectual products.

The Client is not permitted to provide the products mentioned in the second paragraph to third parties without prior written

permission from the Contractor to provide them to third parties. This does not apply if the Client wishes to obtain an expert

wishes to obtain an expert opinion on the performance of the Services by the Contractor. In that case, the Client shall

impose the obligations under this article on any third parties they engage.

Article 7. FORCE MAJEURE

1. 2. 3. If the parties are unable to fulfill their obligations under the Agreement, or are unable to do so in a timely or proper manner, as a result of

force majeure within the meaning of Section 6:75 of the Dutch Civil Code, those obligations shall be suspended until such time as the parties are able to

are able to fulfill them in the agreed manner.

If the situation referred to in the first paragraph occurs, the parties have the right to terminate the Agreement in whole or

to terminate partially and with immediate effect in writing, without any right to compensation.

exists.

If the Contractor has already partially fulfilled the agreed obligations at the time the force majeure situation occurs,

met, the Contractor is entitled to invoice the performed Services separately and on an interim basis, and the

the Client to pay this invoice as if it were a separate transaction.Article 8. FEES AND EXPENSES

1. 2. 3. 4. 5. The Services performed by the Contractor will be charged to the Client based on time spent and costs incurred,

charged to the Client, unless the parties expressly agree otherwise, such as the payment of

a fixed price. Payment of the fee is not dependent on the result of the Services unless agreed in writing.

otherwise agreed. Travel time and accommodation expenses for the Services will be charged separately

charged.

In addition to the fee, expenses incurred by the Contractor and invoices from third parties engaged by the

third parties engaged will be charged to the Client.

The Contractor has the right to request an advance payment from the Client. Failure to pay (on time)

the advance payment may be a reason for the Contractor to (temporarily) suspend the Services.

If, after the conclusion of the Agreement but before the Assignment has been fully executed, fees or prices

change, the Contractor has the right to adjust the agreed rate, unless expressly agreed otherwise.

agreed upon.

If legally required, sales tax will be charged separately on all amounts owed by the Client to

amounts owed to the Contractor.

Article 9. PAYMENT

1. 2. 3. 4. 5. Payment by the Client of the amounts due to the Contractor must be made, without the Client being entitled

is entitled to any deduction, discount, suspension, or set-off, must be made within 30 days of the invoice date, unless otherwise

agreed. The day of payment is the day the amount due is credited to the Contractor's account.

If the Client has not paid within the term mentioned in the first paragraph, the Client is legally in

default, and the Contractor is entitled to charge the statutory (commercial) interest from that moment on.

If the Client has not paid within the term mentioned in the first paragraph, the Client is obliged to

reimbursement of all actual judicial and extrajudicial (collection) costs incurred by the Contractor. The

reimbursement of costs incurred is not limited to any cost order determined by the court.

In the case of a jointly given Assignment, the Clients are jointly and severally liable for the payment of the

invoice amount, the interest due, and costs.

If the financial position or payment behavior of the Client, in the opinion of the Contractor, gives cause for this

or if the Client fails to pay an advance or an invoice within the specified payment term

meet its obligations, the Contractor is entitled to demand that the Client immediately provide (additional) security

provides in a form to be determined by the Contractor. If the Client fails to provide the required security, then

the Contractor is entitled, without prejudice to its other rights, to immediately suspend further execution of the Agreement

to suspend, and all amounts owed by the Client to the Contractor for any reason whatsoever shall become immediately due and payable.

Article 10. DEADLINES

1. 2. If a deadline/date has been agreed upon between the Client and the Contractor within which the Assignment must be

executed and the Client fails to: (a) pay an advance payment - if agreed upon - or (b) the

necessary documents in a timely, complete, and desired manner, then

Client and Contractor in consultation regarding a new deadline/date by which the Assignment must be

executed.

Deadlines within which the Services must be completed are only to be considered fatal deadlines if this has been

expressly and explicitly agreed upon (in writing) between the Client and the Contractor.

Article 11. LIABILITY AND INDEMNITIES

1. 2. 3. The Contractor is not liable for damage suffered by the Client arising from the Client providing the Contractor with

the Contractor has not been provided with documents, or has been provided with incorrect or incomplete documents, or because they were not delivered on time.

This also includes the situation where the Contractor is unable to file the annual accounts within the statutory period

to file with the Chamber of Commerce as a result of an act or omission on the part of the Client.

The Contractor is not liable for indirect damage, including: loss of profit, missed savings,

damage due to business interruption and other consequential or indirect damage resulting from failure to perform, or from late or improper

of proper performance by the Contractor.

The Contractor's liability is limited to compensation for direct damage that is the direct result

of a (related series of) attributable failure(s) in the execution of the Assignment. This4. 5. 6. 7. 8. 9. 10. liability for direct damage is limited to the amount paid out by the Contractor's liability insurer for

Contractor for the case in question, increased by any amount the Contractor may be required to pay under

of the insurance deductible. Direct damage is understood to include, among other things: the reasonable

costs incurred to determine the cause and extent of the damage; the reasonable costs incurred to ensure the Contractor's performance

to ensure the Contractor meets the Agreement, and the reasonable costs incurred to prevent or limit

of the damage.

If, for any reason, the liability insurer does not provide coverage—as intended in paragraph 3 of this article—

is exceeded, the Contractor's liability is limited to the amount charged for the execution of the Assignment in

fee charged. If the Assignment concerns a long-term agreement with a duration of more than one (1) year,

then the aforementioned amount shall be set at one times the amount of the fee charged in the twelve months

prior to the damage occurring, was charged to the Client. In no event shall the total

compensation for damage under this paragraph exceed € 300,000 per attributable failure, unless

parties—given the scope of the Assignment or the risks associated with the Assignment—see reason to, when

entering into the Agreement to deviate from this maximum.

A coherent series of attributable failures shall be considered as one (1) attributable failure.

The limitations of liability included in this article do not apply if and insofar as there is intent or

willful recklessness on the part of the Contractor or its senior management.

The Client is required to take measures to limit damage. The Contractor has the right to rectify the damage

to rectify or limit it by repairing or improving the work performed.

The Client shall indemnify the Contractor against claims from third parties for damage caused because

the Client has failed to provide the Contractor with any, or with incorrect or incomplete, documents.

The Client shall indemnify the Contractor against claims from third parties (including the Contractor's employees and

third parties engaged by the Contractor included) who suffer damage in connection with the execution of the Assignment,

any damage resulting from the acts or omissions of the Client or from unsafe situations within their business or

organization.

The provisions of paragraphs 1 through 9 of this article apply to both contractual and non-contractual

Contractor's liability towards the Client.

Article 12. TERMINATION

1. 2. 3. The Client and the Contractor may at any time (interim) terminate the Agreement immediately without

observance of a notice period by means of written notification to the other party. If the

Agreement ends before the Assignment is completed, the Client owes the fee in accordance with the

hours specified by the Contractor for Services performed on behalf of the Client.

If the Client proceeds with (interim) termination, the Contractor is entitled to compensation for the loss of occupancy

incurred and demonstrable loss of occupancy, to reimbursement of additional costs that the Contractor has already

incurred, and to reimbursement of costs resulting from any cancellation of engaged third parties (such as - among

more - any costs related to subcontracting).

If the Contractor proceeds with (interim) termination, the Client is entitled to the cooperation of

the Contractor during the transfer of Services to third parties, unless there is intent or willful recklessness

on the part of the Client, which compels the Contractor to proceed with termination.

A condition for the right to cooperation as stipulated in this paragraph is that the Client has paid all underlying outstanding

advances or all invoices have been paid.

Article 13. RIGHT OF SUSPENSION

1. 2. After a careful weighing of interests, the Contractor is entitled to suspend the fulfillment of all its obligations,

including the release of Documents or other items to the Client or third parties, until such time as all

due and payable claims against the Client have been paid in full.

The first paragraph does not apply to Client Documents that have not (yet) been processed by the Contractor

have undergone.Article 14. EXPIRY PERIOD

Unless otherwise provided in these general terms and conditions, rights of action and other powers shall lapse

of the Client on any grounds whatsoever against the Contractor in connection with the performance of Services by

Contractor, in any case one year after the moment the Client became aware or could reasonably have become aware

are aware of the existence of these rights and powers. This period does not concern the option to file a complaint

must be submitted to the designated body/bodies for complaint handling and/or the Disputes Committee.

Article 15. ELECTRONIC COMMUNICATION AND ELECTRONIC FILING OF ANNUAL ACCOUNTS

1. 2. 3. 4. 5. 6. During the execution of the Assignment, the Client and the Contractor may communicate with each other and/or use electronic storage (such as cloud applications) by means of electronic media.

communicate with each other and/or use electronic storage (such as cloud applications). Except to the extent that

agreed otherwise in writing, parties may assume that the transmission of correctly addressed fax messages,

emails (including emails sent via the internet) and voicemail messages, regardless of whether these contain confidential

information or documents relating to the Assignment are accepted by both parties. The same applies to

other communication means used or accepted by the other party.

The Client and the Contractor are not liable to each other for any damage that may arise for one or both

of them resulting from the use of electronic means of communication, networks, applications, electronic

storage, or other systems, including—but not limited to—damage resulting from non-delivery or delay in the

delivery of electronic communication, omissions, distortion, interception, or manipulation of electronic

communication by third parties or by software/equipment used for the transmission, receipt, or processing of

electronic communication, transmission of viruses, and the failure or improper functioning of the

telecommunications network or other means required for electronic communication, except to the extent that the damage

is the result of intent or gross negligence. The foregoing also applies to the use thereof by the Contractor.

in its dealings with third parties.

In addition to the previous paragraph, Contractor accepts no liability for any damage arising from or in

in connection with the electronic transmission of (electronic) annual accounts and the digital filing thereof with the Chamber of

Chamber of Commerce.

Both Client and Contractor shall do or refrain from doing everything that can reasonably be expected of each of them

omissions to prevent the occurrence of the aforementioned risks.

Data extracts from the sender's computer systems shall constitute conclusive evidence of (the content of) the communication sent by

electronic communication sent by the sender until such time as the recipient provides evidence to the contrary.

The provisions of Article 11 shall apply mutatis mutandis.

Article 16. MISCELLANEOUS PROVISIONS

1. 2. 3. 4. If Contractor performs Services at the Client's location, Client guarantees a suitable

workplace that complies with statutory occupational health and safety standards and other applicable regulations regarding

working conditions. In that case, Client must ensure that Contractor is provided with

office space and other facilities that, in the Contractor's opinion, are necessary or useful for the Agreement

to be carried out and which meet all (legal) requirements applicable thereto. With regard to made-available

(computer) facilities, Client is obliged to ensure continuity, including by means of adequate back-

up, security, and virus scanning procedures. Contractor shall apply virus scanning procedures whenever Contractor

makes use of the Client's facilities.

Client shall not hire or approach any Employees involved in the performance of the Services to work for

Client, whether temporarily, directly or indirectly, or to work directly or indirectly for

Client, whether or not as an employee, to perform work during the term of the Agreement or any

extension thereof and for the 12 months thereafter.

These general terms and conditions have been drawn up in both Dutch and English. In the event of any difference or

inconsistency between the English and Dutch text, the Dutch text shall be binding.

Provisions in the Assignment that are intended to remain in effect, either expressly or by their nature, after the expiry or termination of the Assignment

to remain in effect, shall remain in force after the expiry or termination of the Agreement, including but not limited to Articles 6, 8, 9, 11, 16 paragraph 2, and 17.

Article 17. APPLICABLE LAW AND CHOICE OF FORUM

1. 2. The Agreement is governed by Dutch law.

All disputes shall be settled by the competent court in the district where the Contractor is established.3. The provisions of paragraphs 1 and 2 of this article do not affect the Client's right to submit a dispute to

the Disputes Committee and/or to lodge a complaint with the Contractor itself, the Accountants Chamber (disciplinary law), or the

Complaints Committee (right to lodge a complaint).

Article 18. SEVERABILITY CLAUSE

1. 2. If any provision of these general terms and conditions or of the underlying Assignment/Agreement is wholly or partially void

and/or is not valid and/or is not enforceable, as a result of any statutory provision, court ruling, or

otherwise, this shall have no effect on the validity of all other provisions of these general terms and conditions.

terms and conditions or the underlying Assignment/Agreement.

If any provision of the Assignment or any part of the Assignment cannot be legally invoked,

the remaining part of the Assignment shall remain in full force and effect, on the understanding that the provision regarding the part to which

cannot be invoked, shall be deemed to have been amended in such a way that it can be invoked,

whereby the intention of the parties with regard to the original provision or the original part is as much as possible

remains possible.