General terms of Florijnz Corporate Finance B.V.

1. Definitions

In these general terms and conditions, the following terms shall have the following meanings:

1. Client: The natural person or legal entity that has commissioned the Contractor to perform Services.
   1. Contractor: Florijnz Corporate Finance B.V. Florijnz Corporate Finance B.V. considers all assignments given to it to be its own, even if it is expressly or implicitly intended that the assignment will be carried out by a specific person. The application of Article 7:404 of the Dutch Civil Code, which provides a framework for the aforementioned situation, and of Article 7:407(2), which establishes joint and several liability in cases where an assignment has been given to two or more persons, is excluded.
   2. Work: All work for which a written or oral assignment has been given. The foregoing applies in the broadest sense of the term and includes, in any case, the work as specified in the confirmation of assignment.
   3. Materials: All items made available to the Contractor by the Client, including documents and/or other data carriers, as well as all items produced by the Client in connection with the performance of the assignment, including documents and/or other data carriers.
   4. Agreement: Any agreement between the Client and the Contractor for the Contractor to perform Work on behalf of the Client.

• Applicability
  • These general conditions apply to all offers, agreements of, both written and oral,as well as to all activities carried out by the Contractor. Third parties involved in the execution of the Work may also invoke these general terms and conditions.
  • Provisions deviating from these General Terms and Conditions shall only apply if they have been agreed in writing.
  • If one or more of the provisions of these general terms and conditions are null and void or voided, the other provisions of these general terms and conditions will remain applicable. The Contractor and the Principal shall then consult to agree on new rules to replace the invalid or annulled provisions, which will reflect the objective and purport of the invalid or annulled provisions as much as possible.
  • General terms and conditions of the Principal are not accepted by the Contractor, unless their acceptance has been confirmed in writing by the Contractor.

• Conclusion and duration of the Agreement
  • All quotations are without obligation and are valid for 30 days, unless Contractor and Principal expressly agree otherwise in writing.
  • An Agreement is concluded when the Contractor has received the order confirmation signed by the Principal or the quotation signed 'for approval'.
  • Any changes to the signed order confirmation or to the quotation signed 'for approval' as a result of which the acceptance, whether or not on minor points, deviates from the offer included in the quotation or offer, shall be regarded by Octrooibureau Novopatent as a (further) offer by the Principal, to which Octrooibureau Novopatent is not bound. In that case, the assignment contract shall not be concluded unless the Contractor explicitly accepts the Client's (further) offer.
  • The order confirmation is based on the information provided by Principal to Provider at that time. The order confirmation is deemed to reflect the Agreement accurately and completely.
  • In the event that an order to perform Work is issued verbally, and in the event that a signed confirmation of order or a quotation signed 'for approval' is not received by the Contractor or is not yet received by the Contractor, the agreement to perform the work, subject to the applicability of these general terms and conditions, is deemed to have been concluded at the time that the Client requests the Contractor to start performing the work.
  • The parties are free to prove by any means that an agreement was concluded in a different manner.
  • The Agreement is entered into for an indefinite period of time unless the parties have agreed otherwise in writing or if it follows from the content, nature or tenor of the Work commissioned, that it has been entered into for a definite period of time.

• Co-operation with the Client
  • The Client is obliged to make all Documents which the Contractor believes are necessary for the proper fulfilment of the assignment to perform Work available to the Contractor in time, in the desired form and in the desired manner.
  • The Client will also inform the Contractor of any other information that is relevant to the performance or completion of the Work.
  • The Client guarantees the accuracy, completeness and reliability of the aforementioned Documents, even if they originate from third parties.
  • The damage, additional costs and extra fee resulting from a delay in the performance of the Work caused by the fact that the required information and documents were not made available, were not made available in good time or were not made available properly, will be borne by the Client.
  • The Client is obliged to keep a proper copy of all Documents that the Client has supplied to the Contracted Party for its own benefit.
  • As long as the Contractor has not, or has not properly, supplied the information required in the context of performing the Work, the Contractor is entitled to suspend the performance of the Work.
  • Upon completion of the assignment, the documents made available to the Principal shall be made available to the Principal at the Principal's request. Any claim by the Principal against the Contractor for the surrender of the documents made available to the Contractor lapses two years after completion of the assignment.

• Execution of assignment
  • The Contractor shall carry out the assignment to perform work with due observance of the applicable laws and regulations, including the Dutch Act on the Reporting of Unusual Transactions (MOT) and the Dutch Act on Identification for Provision of Services (WID), and the rules of professional conduct and/or codes of conduct applicable to him, which must always be fully complied with by the Client.
  • The Contractor will perform the Work to the best of his knowledge and ability and in accordance with the requirements of good workmanship. The Contractor does not give any guarantees regarding the achievement of any intended result of the Work. The Contractor only has a best-efforts obligation, unless explicitly agreed otherwise in writing.
  • The Contractor determines how and by which person(s) the granted assignment will be carried out. Octrooibureau Novopatent shall take into account, to the extent possible, any well-timed and justified instructions given by the Client regarding the execution of the assignment. In the event that the Contractor is, for reasonable reasons, unwilling to carry out the assignment according to the instructions given to him by the Principal and the Principal nevertheless holds him to those instructions, the Contractor has the right, without any obligation to pay compensation, to terminate the Agreement for serious reasons.
  • The Contractor may, after consulting the Principal, change the composition of the team of consultants or replace the person assigned to perform the Work by another person if the Contractor considers this to be necessary for the execution of the Work. This change must not reduce the expertise of the team of advisors or of the person to be deployed, or adversely affect the continuity of the execution of the Work.
  • Neither the Principal nor the Contractor may employ personnel of the other party during the execution of the Work or within one year after the termination thereof, or negotiate employment with this personnel other than in consultation with the other party.
  • The Contractor is entitled to have certain activities performed by (a) third party (parties) to be appointed by the Contractor if the Contractor is of the opinion that this is desirable for the optimal performance of the Work for the Principal. If this/these third party/parties wish to limit their liability in this regard, Florijnz Corporate Finance B.V. is of the opinion, and hereby stipulates if necessary, that the Contracts given to it include the authority to accept such a limitation of liability on behalf of the Client.
  • Any periods specified in the Agreement by which the Work must be performed are only approximate and are not to be regarded as firm dates unless this has been expressly agreed in writing. If the Client is required to make an advance payment or to make information and/or materials available which are necessary for the performance of the work, the period within which the work must be completed will not commence until payment has been received in full or the information and/or materials have been made available, respectively.
  • During the execution of the Work, the Principal and the Contractor are entitled to communicate with each other by electronic means.

• Secrecy and exclusivity
  • Unless statutory or professional rules require the Contractor to provide information, the Contractor is obliged to maintain confidentiality vis-à-vis third parties who are not involved in the fulfilment of the Work. This secrecy relates to all Documents of a confidential nature that have been made available to the Contractor by the Principal and the results obtained from the processing thereof.
  • Data provided by client are hosted at a Cloud provider and are therefore not only on local servers of Florijnz Corporate Finance B.V.
  • The Contractor is entitled to use the numerical results obtained after processing for statistical or comparative purposes, provided that these results cannot be traced back to individual Clients.
  • With the exception of the provisions in the previous paragraph, the Contractor is not entitled to use Documents made available to him by the Client for a purpose other than that for which they were obtained, unless the Contractor is acting on his own behalf in disciplinary, civil or criminal proceedings in which this information is important.
  • During the term of the Agreement, the Client will not issue any assignments for similar Work to third parties without the Contractor's written permission. The Contractor undertakes vis-à-vis the Principal to refrain from accepting any assignments from another Principal if the acceptance and/or fulfilment thereof would result in a conflict of interests between the Principals in question.
  • The Client shall only maintain direct contact with the parties introduced to it by the Contractor with the Contractor's consent. This also applies if the Client is approached by these parties.

• Intellectual Property
  • The Contractor reserves all rights regarding products which he uses or has used in the context of performing the Work. The Agreement concluded with the Principal does not in any way entail the transfer of intellectual property rights, unless explicitly stipulated otherwise in writing.
  • The Client is explicitly forbidden to reproduce, disclose or exploit such products, including computer programs, system designs, working methods, recommendations, (model) contracts, spreadsheet models and other intellectual products of the Contractor, all in the broadest sense of the word, with or without the involvement of third parties.
  • The Principal is not permitted to make these products available to third parties without the Contractor's explicit written permission, other than to obtain an expert opinion about the Contractor's Work, but only after prior notification of the Principal,

• Fee
  • The Contractor's fee for valuation work is not dependent on the outcome of the assignment and is calculated with due observance of the Contractor's usual rates.
  • The Contractor's fee shall consist of a pre-determined amount and/or shall be calculated on the basis of tariffs per unit of time worked by the Contractor. In addition, the fee for activities other than valuation work may be increased by a transaction fee (success fee), provided this has been agreed in writing.
  • The fee and all rates are exclusive of invoices from third parties engaged by the contractor, turnover tax and other government levies, unless otherwise agreed in writing.
  • If and to the extent not expressly provided otherwise in the quotation or offer, general costs such as travel and accommodation expenses, communication costs, database costs, etc. shall not be included in the Contractor's rates.
  • The Contractor's fee, if necessary increased by out-of-pocket expenses and invoices from third parties called in, including any turnover tax due and other government levies, will be charged to the Client on a monthly basis, unless agreed otherwise in writing.
  • The contractor is not responsible for any consequences and/or claims of non-deductibility of VAT and/or VPB at the client of services provided by the contractor.

• Payment
  • Payment of the invoice amount by Client must be made within 15 days after the invoice date without any right to suspension, discount or settlement for whatever reason.
  • Transaction fees (success fees) or parts thereof must be paid at the latest at the time of transfer.
  • If the Client has not paid within the above-mentioned term, or has not paid within the further agreed term, he shall be in default without a notice of default being required. Without prejudice to its other obligations, the Client shall owe the statutory interest as referred to in Section 6:119a of the Dutch Civil Code on the outstanding amount(s) from the due date of the invoice until the date of payment in full.
  • If, pursuant to article 9.3, the Contracted Party is still in default after 90 days, the natural person behind this majority shareholder may also be held liable for the outstanding claim in his private capacity.
  • All costs reasonably incurred by Octrooibureau Novopatent in collecting a claim, whether judicial or extrajudicial, shall be borne by the Client. The extrajudicial costs amount to 15% of the amount(s) to be claimed with a minimum of € 300.
  • In the event that two or more (legal) persons have issued an order to perform work, each of them shall be jointly and severally liable for payment of the amounts due to the Contractor, irrespective of the title of the invoice.
  • The Contractor is always entitled to request, prior to or for the continuation of his Work by means of an invoice, one or more advance payments determined in all fairness and reasonableness. In the event that payment is not made on time, the Contractor is entitled not to commence, suspend or discontinue his Work until payment or sufficient security has been furnished by the Principal.

• Advertisements
  1. Complaints relating to the Work performed and/or the invoice amount must be made known to the Contractor in writing within 30 days of the date of dispatch of the documents or information about which the Client is complaining, or within 30 days of the discovery of the defect if the Client proves that it could not reasonably have discovered the defect earlier.
  2. Complaints as referred to in the first paragraph will not suspend the Client's payment obligation.
  3. In the event of a complaint which, in Octrooibureau Novopatent's opinion, is justified, Octrooibureau Novopatent shall have the choice of adjusting the fee charged, improving or redoing the rejected work free of charge, or discontinuing the performance of the assignment in full or in part against a proportionate refund of the fee already paid by the Client.

• Cancellation
  1. The Principal and the Contractor are entitled to terminate the Agreement by means of written notice, with due observance of a reasonable period of notice, unless reasonableness and fairness dictate otherwise.
  2. In the event [that] the Client or the Contracted Party is unable to pay its debts, requests its bankruptcy or suspension of payments or discontinues its business operations, the other party will have the right to dissolve the Agreement by registered letter without observing a notice period.
  3. The Contractor shall in all cases retain the right to payment of the fee for the work performed by him up to the moment of termination or dissolution.

• Liability
  1. Octrooibureau Novopatent shall not be liable for any loss or damage sustained by the Client due to the fact that the Client or any third party not engaged by Octrooibureau Novopatent provided the Octrooibureau Novopatent with inaccurate or incomplete information.
  2. Octrooibureau Novopatent shall not be liable for any damage suffered by the Client as a result of advice given by third parties on the instructions of or with the express consent of the Client.
  3. The Contractor is not liable for damage incurred by the Principal as a result of the use of electronic means of communication and data storage, including, but not limited to, damage resulting from non-delivery or delay in delivery of electronic communications, interception or manipulation of electronic communications by third parties or by software/hardware used for transmitting, receiving or processing of electronic communications, transmission of viruses and non-functioning or malfunctioning of the telecommunications network or other resources required for electronic communications, except insofar as the damage is the result of wilful misconduct or deliberate recklessness by the Contractor. Data extracts from the computer systems of the Contractor provide binding evidence of the content of the electronic communications sent by the Contractor until such time as counter-evidence is provided by the Client.
  4. The Contractor is not liable for any damage to or the destruction of Documents during transport or dispatch by post, irrespective of whether the transport or dispatch takes place by or on behalf of the Principal, the Contractor or third parties.
  5. In the event that the Principal has suffered demonstrable damage as a result of errors made by the Contractor in the execution of the Work and which can be attributed to the Contractor, his liability will be limited to a maximum of the following, unless there is intent or deliberate recklessness on the part of the Contractor:

(1) The amount or amounts that the professional liability insurance taken out by Florijnz Corporate Finance B.V. covers, including the deductible that Florijnz Corporate Finance B.V. carries in connection with that insurance.

(2) An amount not exceeding the fee invoiced to the Principal for the assignment related to the errors. In the event of an Assignment with a lead time of more than 6 months, the Contractor's liability will be limited to a maximum of the fee charged to the Principal for the Assignment related to the errors in the last 3 months prior to these errors.

1. If, as a result of or in connection with the performance of an engagement, damage is caused to persons or property for which Florijnz Corporate Finance B.V. is liable, such liability shall be limited to the amount(s) covered by the general liability insurance policy (AVB), including the deductible that Florijnz Corporate Finance B.V. bears in connection with that insurance.
   1. The Contractor shall at all times have the right, if and to the extent possible, to remedy the Client’s damage.
   2. The Contractor is never liable for indirect or consequential damages,

• Expiry date
  1. Unless stipulated otherwise in these terms and conditions, all rights of action and other powers of the Client vis-à-vis the Contractor in connection with the performance of Work by the Contractor lapse one year after the time at which the Client was aware or could have been aware of the existence of these rights of action and powers.

• AVG
  1. During the fulfilment of the assignment by Octrooibureau Novopatent, it may be necessary for Octrooibureau Novopatent to collect personal data belonging to the Client. The Principal gives the Contractor permission to collect personal data and to provide these to third parties if this is necessary for the fulfilment of the assignment.
  2. Provider shall take appropriate technical and organizational measures to secure the personal data of Principal against loss or unlawful processing.
  3. Provider enables the Principal to comply with its obligation to report data breaches. The Provider shall inform the Principal immediately (within 2 working days at the latest) after having discovered a breach in the security of personal data and the Principal shall render every assistance to the Provider in investigating and remedying the discovered breach and its consequences. If and to the extent that the Principal has reason to suspect that a data leak has occurred at the Contractor's, the Principal is obliged to report this suspected data leak immediately to the Contractor.

• Applicable law and choice of forum
  1. All Agreements between the Principal and the Contractor to which these General Terms and Conditions apply are governed by Dutch law.
  2. All disputes relating to agreements between Principal and Contractor to which these conditions apply shall be settled by the District Court in 's-Hertogenbosch.