Terms and conditions

GENERAL TERMS AND CONDITIONS SUITS FINANCE B.V.

Article 1. DEFINITIONS

The terms set out below in capitals have the following meaning for the purposes of these general terms and conditions:

a. Professional Rules: the professional rules and rules of conduct that apply to all accountants by virtue of their registration in the register of accountants of the NBA (the Royal Netherlands Institute of Chartered Accountants) and, where applicable, the professional rules and rules of conduct that apply to all tax advisers by virtue of their membership of the NOB (the Dutch Association of Tax Advisers).

b. Documents: all information or data made available to Suits Finance by the Client; all data produced or collected by Suits Finance in the course of performing the Agreement; and all other information relevant to the performance or completion of the Agreement. The aforementioned information may be stored on tangible or intangible data carriers, whether or not held by third parties.

c. Employee: a natural person who is employed by or affiliated with Suits Finance, whether or not on the basis of an employment contract.

d. Agreement: the agreement between the Client and Suits Finance for the provision of Services.

e. Client: the natural person or legal entity that enters into an Agreement with Suits Finance.

f. Suits Finance: Suits Finance B.V.

g. Consumer: any natural person acting for purposes that fall outside his or her trade or profession.

h. Services: the services, advice, work (products) and other performance provided by us as described or set out in the Agreement.

Article 2. APPLICABILITY

1. These general terms and conditions apply to: all offers, quotations, tenders and Agreements and legal relationships, by whatever name, that are (will be) concluded between Suits Finance and the Client, as well as all agreements, services and work arising therefrom.

2. Deviations from or additions to these general terms and conditions are only valid if they have been expressly agreed in writing.

3. If a provision in these general terms and conditions and a provision in the Agreement conflict with each other, the provision in the Agreement applies with regard to the conflict.

4. These general terms and conditions also apply to any additional or subsequent Agreements or Services performed by or on behalf of Suits Finance.

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

6. Natural persons, legal entities and entities that are directly or indirectly or in any way whatsoever involved in or engaged in the provision of Services to the Client by or on behalf of Suits Finance, whether or not on the basis of an employment contract, may invoke these general terms and conditions.

7. All Agreements are accepted and performed exclusively by Suits Finance, not by or for the account of an individual Employee. This also applies if the Client has entered into the Agreement expressly or tacitly with a view to its performance by a specific Employee or specific Employees. The applicability of Articles 404, 407 paragraph 2 and 409 of Book 7 of the Dutch Civil Code is expressly excluded. Unless the Client is a Consumer, the Client waives the right to bring a claim against, or otherwise hold liable, on any ground whatsoever, persons or (legal) persons who are employed by, engaged by or otherwise affiliated with Suits Finance.

Article 3. FORMATION OF THE AGREEMENT

1. Unless the Client is a Consumer, the Agreement is formed at the moment when the Client and Suits Finance have both signed the order confirmation, or if Suits Finance has commenced performance of the order.

2. The parties are free to demonstrate that the Agreement was formed in another manner.

Article 4. CLIENT DATA

1. The Client is obliged to make available to Suits Finance, in the required form, in the required manner and in good time, all Documents that Suits Finance in its opinion requires for the proper performance of the Agreement. Suits Finance determines what is to be understood by the required form, the required manner and in good time. Furthermore, the Client shall cooperate with Suits Finance in the performance of all Services under the Agreement. Among other things, the Client shall grant Suits Finance timely access to data, information, personnel and, where applicable, the Client's business premises. In addition, the Client shall notify Suits Finance without delay of all facts or circumstances that may be relevant to the performance of Services under the Agreement.

2. The Client guarantees the accuracy, completeness and reliability of the Documents provided by the Client, even if they originate from third parties, insofar as the nature of the Agreement does not dictate otherwise.

3. The Client indemnifies and compensates Suits Finance for all losses and damage arising from incorrect or incomplete Documents.

4. The additional costs incurred by Suits Finance and the additional hours worked by Suits Finance, as well as the further losses and damage suffered by Suits Finance, because the Client fails to provide, or fails to provide in good time or correctly, the Documents required for the performance of the Services, shall be for the risk and account of the Client.

5. If Suits Finance sends information electronically to third parties, including but not limited to tax returns, annual accounts, reports of (and on the instructions of) the Client, Suits Finance does so on behalf of the Client and the Client is therefore regarded as the party that signs and sends the relevant information.

6. Suits Finance is entitled to suspend performance of the Agreement until such time as the Client has fulfilled the obligations referred to in the first paragraph of this Article 4.

7. Suits Finance shall, upon the Client's first written request, return to the Client the original Documents provided by the Client.

Article 5. PERFORMANCE OF THE AGREEMENT

1. Suits Finance shall perform the Agreement with due observance of the care exercised by a reasonably acting and reasonably competent professional service provider, and with due observance of the applicable legislation (including any applicable Professional Rules). For the avoidance of doubt, the obligations of Suits Finance are “obligations to use best efforts” and not “obligations to achieve a result”.

2. Suits Finance determines the manner in which the Agreement is performed and by which Employee(s).

3. Suits Finance is entitled to have the Services performed by a third party designated by Suits Finance. Suits Finance shall exercise due care when engaging third parties. Suits Finance is not liable, on any basis whatsoever, for errors, mistakes or shortcomings of these third parties.

4. The Client is responsible for determining and ensuring that the scope of the Services is appropriate for and meets its needs.

Article 6. CHANGES TO THE AGREEMENT.

1. If, during the performance of the Agreement, it becomes apparent that it is necessary to amend or supplement the Services to be performed in order to ensure proper performance, the parties shall amend the Agreement accordingly in good time and in mutual consultation.

2. If the parties agree that the Agreement is to be amended or supplemented, this may affect the time of completion of performance. Suits Finance shall notify the Client of this as soon as possible.

3. If the amendment or supplement to the Agreement has financial and/or qualitative consequences, Suits Finance shall notify the Client of this in advance.

4. If a fixed fee has been agreed, Suits Finance shall indicate to what extent the amendment or supplement to the Agreement will result in this fee being exceeded.

5. Suits Finance may only perform additional work and charge the Client additional costs in addition to the agreed work and costs if the Client has given its consent for this.

6. If the Client is a Consumer, the consequences of an amendment or supplement to the Agreement as referred to in paragraph 2, 3 or 4 shall only take effect if the Client has consented thereto.

Article 7. REGULATIONS

1. The Client shall give its full cooperation to the obligations arising for Suits Finance from the applicable Professional Rules and other applicable laws and regulations.

2. Suits Finance takes appropriate measures to protect the personal data and other confidential information originating from the Client. Suits Finance shall inform the Employees and the third parties to be engaged of the confidential nature of the information. The processing by Suits Finance takes place in accordance with the applicable (inter)national legislation and Professional Rules in the field of the protection of personal data.

3. The Client is aware that in some cases Suits Finance is obliged, on the basis of (inter)national legislation or Professional Rules, to disclose confidential information of the Client. Insofar as necessary, the Client hereby gives its consent and cooperation to such disclosure, including (but not limited to) the cases in which Suits Finance:

a. must report the performance or intended performance of unusual transactions, as described in legislation and Professional Rules, that become known to Suits Finance during the performance of the Services, to the authorities designated for this purpose by the government;

b. must report fraud in specific situations;

c. is obliged to investigate (the identity of) the Client or the Client's client.

4. Suits Finance excludes liability for loss or damage suffered by the Client as a result of Suits Finance's compliance with legislation, regulations and Professional Rules to which it is subject.

5. The parties shall impose their obligations under this Article 7 on third parties engaged by them.

Article 8. INTELLECTUAL PROPERTY

1. The performance of the Agreement by Suits Finance does not entail any transfer of intellectual property rights vested in Suits Finance. All intellectual property rights that arise during or as a result of the performance of the Agreement belong to Suits Finance.

2. The Client is expressly prohibited from reproducing, publishing or using the deliverables or products in respect of which Suits Finance (or its licensors) holds intellectual property rights. This concerns, for example (but is not limited to): computer programs, system designs, working methods, advice, (model) contracts, reports, templates, macros and other intellectual work.

3. Subject to full and timely payment, the deliverables, results and products referred to in the Agreement become the property of the Client in physical form. The Client may use these for the purpose for which they were provided under the Agreement.

4. The Client is not permitted to provide the deliverables or products referred to in the second and third paragraphs of this Article 8 to third parties without the prior written consent of Suits Finance. Suits Finance may attach conditions to its consent. This does not apply if the Client wishes to obtain the opinion of an expert on the performance of the Services by Suits Finance. In that case, the Client shall impose the Client's obligations under this Article 8 on the third parties engaged by the Client.

Article 9. FORCE MAJEURE

1. If the parties are unable, due to force majeure, to fulfil the obligations under the Agreement, or to do so in good time or properly, these obligations shall be suspended until such time as the parties are able to fulfil them in the agreed manner.

2. For the purposes of these general terms and conditions, force majeure has the meaning as described in Article 75, Book 6 of the Dutch Civil Code. Force majeure includes in any event: (i) civil unrest, riot, terrorism, invasion, war or preparation for war, (ii) fire, explosion, storm, solar flares, flood, earthquake, subsidence, pandemic, epidemic or other natural disasters; (iii) the unavailability of railways, shipping, aircraft, motor vehicles or other public or private means of transport; or (iv) delay or interruption of communication, utilities (including water and electricity), cable (interruption) caused by external utility companies, including telecommunications or other internet providers.

3. If, upon the occurrence of the force majeure situation, Suits Finance has already partly performed certain Services, Suits Finance is entitled to invoice the Services performed separately and the Client must pay this invoice as if it concerned a separate transaction.

Article 10. FEE AND COSTS

1. The Services performed by Suits Finance are charged to the Client on the basis of the time spent and the costs incurred, unless the parties have expressly agreed otherwise, such as for example payment of a fixed price. The fee is calculated on the basis of the hourly rate of Suits Finance applicable for the period in which the Services are performed. The payment of the fee is not dependent on the result of the Services, unless agreed otherwise in writing. The travel time and accommodation costs for the benefit of the Services are charged separately.

If the Client is a Consumer, Suits Finance provides the Client, before concluding an Agreement, with specific information on the basis of which the Client can make an informed decision about concluding the Agreement with due care and knowledge of the economic consequences.

2. In addition to the fee, the costs incurred by Suits Finance and the invoices of third parties engaged by Suits Finance are charged to the Client.

3. Suits Finance is entitled to require an advance payment from the Client. Failure to make the advance payment (in good time) may be a reason for Suits Finance to suspend the Services (temporarily).

4. If, after the conclusion of the Agreement, but before the Services thereunder have been fully performed, the fees or prices are changed, Suits Finance is entitled to adjust the agreed rate accordingly, unless expressly agreed otherwise. These changes in fees or prices may, for example, be based on the price index for business services, be related to the increased qualifications and experience of the Employee deployed for the Services, or be the result of increases in cost-determining factors such as fluctuations in exchange rates, labour costs or a change or in the event of government measures. Suits Finance shall notify the Client in writing of any adjustments 30 days before these adjustments take effect. For the avoidance of doubt, if the Client does not agree with the adjustment, it is entitled to terminate the Agreement with immediate effect.

5. If required by law, turnover tax is charged separately on all amounts that the Client owes to Suits Finance.

Article 11. PAYMENT

1. Payment by the Client of the amounts owed to Suits Finance must, without the Client having any right to deduction, reduction, suspension, counterclaim or set-off, take place within 30 days of the invoice date, unless agreed otherwise. The day of payment is deemed to be the day on which the amount owed is credited to the account of Suits Finance.

If the Client is a Consumer, payment of the amounts owed to Suits Finance must take place within 30 days of the invoice date, unless agreed otherwise.

2. If the Client has not paid within the period referred to in the first paragraph of this Article 11, the Client is in default by operation of law and all claims of Suits Finance become immediately due and payable. From that moment, Suits Finance is also entitled to charge the statutory commercial interest (as applicable to commercial agreements) on the outstanding amount until the date of full payment. The amount to which this interest applies is, as the case may be, calculated at the end of each year and increased by the interest owed over that year.

If the Client is a Consumer and has not paid within the period referred to in the first paragraph of this Article 11, the Client is in default by operation of law. From that moment, Suits Finance is also entitled to charge the statutory interest on the outstanding amount until the date of full payment. The amount to which this interest applies is, as the case may be, calculated at the end of each year and increased by the interest owed over that year.

3. If the Client has not paid within the period referred to in the first paragraph of this Article 11, the Client is obliged to pay all judicial and extrajudicial (collection) costs, including but not limited to the costs of sending reminders, one or more notices of default or demands, which extrajudicial costs shall amount to at least 15% of the total amount owed, with a minimum of EUR 500. The reimbursement of the costs incurred is not limited to any order for costs determined by the court.

If the Client is a Consumer and has not paid within the period referred to in the first paragraph of this Article 11, Suits Finance shall send the Client a written reminder to pay the outstanding amount and the statutory interest thereon within a second period of 14 days, with a notification of the extrajudicial collection costs in accordance with the scale of extrajudicial collection costs (“BIK”). If the Client has not (fully) fulfilled its payment obligation within the second payment period, the extrajudicial collection costs are owed, as well as the statutory interest on the extrajudicial costs from the day on which these became due.

4. If several Clients jointly enter into one Agreement with Suits Finance, the Clients are jointly and severally liable for the payment of the invoice amount and the interest and costs owed.

5. If the financial position or payment behaviour of the Client gives cause for this in the opinion of Suits Finance, or if the Client is negligent in making an advance payment or in paying an invoice within the payment period set for this, Suits Finance is entitled to require the Client to provide (additional) security without delay, in a form to be determined by Suits Finance. If the Client fails to provide the requested security, Suits Finance is entitled, without prejudice to the other rights of Suits Finance, to suspend the further performance of the Agreement immediately, and everything that the Client owes to Suits Finance, on whatever ground, becomes immediately due and payable.

Article 12. TERM & DELIVERY

1. Each Agreement between the Client and Suits Finance is entered into for an indefinite period, unless the content, nature or scope of the Agreement dictates otherwise or the parties expressly agree otherwise in writing.

2. Periods within which the Services must be completed are not strict deadlines, unless the Client and Suits Finance have expressly agreed otherwise.

3. Unless the Client is a Consumer, the Client must give Suits Finance written notice of default if Suits Finance fails to meet an expressly agreed fixed deadline.

4. If the Client and Suits Finance have agreed a specific period within which the Agreement must be performed and the Client fails to: (a) pay an advance – if agreed – or (b) make the necessary Documents available in good time, completely, in the required form and in the required manner, the Client and Suits Finance shall consult on a new period within which the Agreement must be performed.

Article 13. CLAIMS

1. The Client must submit any complaint regarding the Services delivered or the invoice sent in writing within 30 days of delivery of the Services or within 30 days of the invoice date respectively. Or, if the Client can demonstrate that it was not reasonably possible to discover the defect earlier, the Client must submit any complaint regarding a defect in the Services delivered in writing within 14 days of discovery of the defect. The complaint must contain as detailed a description of the shortcoming or defect as possible, so that Suits Finance can assess the complaint and respond adequately. If the Client fails to submit a complaint in good time or in accordance with the provisions of this paragraph, all rights and remedies of the Client in connection with the complaint lapse. Unless the Client is a Consumer, the submission of a complaint does not suspend the Client's payment obligations.

If the Client is a Consumer, the Client must submit a complaint regarding the Services delivered or an invoice within a reasonable period after the Client has discovered or should reasonably have discovered the defect.

2. Insofar as not provided otherwise in these general terms and conditions, all claims of the Client, on whatever ground, against Suits Finance with regard to an Agreement or the performance of Services by Suits Finance lapse in any event 1 year after the moment at which the Client knew or could reasonably have known of the facts on which the claim is based. The foregoing does not apply to the possibility of submitting a complaint in the context of any disciplinary proceedings, for example with the Accountantskamer (Accountants' Disciplinary Court).

3. If Suits Finance considers the claim valid and justified, it shall, at its own discretion, amend the relevant invoice or “repair” or re-perform the Services free of charge. If repair or re-performance is no longer possible or meaningful, any liability of Suits Finance is subject to Article 14. The foregoing does not apply if the Client is a Consumer.

Article 14. LIABILITY AND INDEMNIFICATION

1. If Suits Finance were to be liable on any ground whatsoever, this liability is limited to what is regulated in this article.

2. If the Client is a professional party or acts in the exercise of a profession or business, the following applies.

(i) The total cumulative liability of Suits Finance in connection with a specific Agreement shall not exceed the amount of the fees (excluding VAT) that Suits Finance has invoiced to the Client – and that the Client has paid to Suits Finance – under the relevant Agreement. This limitation applies regardless of the number of claims and the nature and basis of the liability.

(ii) If the Agreement functions as a framework agreement under which the Client places orders, then instead of paragraph (i) above, the total cumulative liability of Suits Finance under or in connection with a specific order under the Agreement is capped at the invoice amount of the relevant order (excluding VAT). This limitation applies regardless of the number of claims, and the nature and basis of the liability.

(iii) Notwithstanding the foregoing, the total cumulative liability of Suits Finance with regard to the entire legal relationship between the Client and Suits Finance shall in no event exceed 12 times the average monthly fee (excluding VAT) that Suits Finance has invoiced to the Client.

(iv) Several claims that have the same cause, arise from each other or are otherwise connected with each other are regarded as a single claim. Such a claim is deemed to have arisen at the moment of the first claim in the series.

(v) If there are several Clients with regard to a single Agreement, the liability of Suits Finance described above applies to those several Clients jointly; its total, cumulative liability towards those Clients jointly shall not exceed the amounts referred to above, without prejudice to the other provisions of this Article 14.

(vi) All claims of the Client and/or third parties shall be deemed to be included in the maximum amounts referred to above, regardless of whether those claims are submitted at the same time or at different times.

3. If the Client is a Consumer, the following applies.

(i) The total, cumulative liability of Suits Finance in connection with the entire legal relationship between the Client and Suits Finance is limited to the amount actually paid out under the professional liability insurance(s) taken out by Suits Finance, increased by the amount of the deductible. The total, cumulative liability of Suits Finance per claim is limited to the amount actually paid out in the relevant case under the professional liability insurance(s) taken out by Suits Finance, increased by the amount of the deductible.

(ii) If the insurer, for whatever reason, does not make a payment under the said insurance, the total, cumulative liability of Suits Finance in connection with the entire legal relationship between the Client and Suits Finance is capped at the average monthly amount (excluding VAT) invoiced by Suits Finance to the Client times 12. With due observance of the foregoing, (a) the total cumulative liability of Suits Finance under or in connection with a specific Agreement – regardless of the number of claims, and the nature and basis of the liability – is capped at the invoice amount of the relevant Agreement (excluding VAT), or (b) if the Agreement functions as a framework agreement under which the Client places orders, the total cumulative liability of Suits Finance under or in connection with a specific order under the Agreement – regardless of the number of claims, and the nature and basis of the liability – is capped at the invoice amount of the relevant order (excluding VAT).

(iii) Any several claims that have the same cause, arise from each other or are connected with each other are regarded as a single claim. Such a claim is deemed to have arisen at the moment of the first claim in the series.

(iv) If there are several Clients with regard to a single Agreement, the liability of Suits Finance described above applies to those several Clients jointly; its total, cumulative liability towards those Clients jointly shall not exceed the amounts referred to above, without prejudice to the other provisions of this Article 14.

(v) All claims of the Client and/or third parties shall be deemed to be included in the maximum amounts referred to above, regardless of whether those claims are submitted at the same time or at different times.

4. Suits Finance is not liable for any indirect loss or damage, such as: lost profit, lost savings, loss of data, forfeited penalties, loss of income or turnover, loss as a result of business interruption and any other consequential damage or indirect loss or damage.

5. Suits Finance is not liable for any loss or damage on the part of the Client arising from the fact that the Client has not provided, or has provided incorrect or incomplete Documents to Suits Finance, or from the fact that these were not provided in good time. This also includes the situation in which Suits Finance, as a result of acts or omissions on the part of the Client, is unable to file the annual report and the annual accounts with the Chamber of Commerce within the statutory period.

6. The Client is obliged to take measures to limit loss or damage. Suits Finance is entitled to repair or limit damage by repairing or improving the Services performed.

7. The Client indemnifies Suits Finance and compensates Suits Finance for

a. all claims of third parties for damage that has arisen because the Client has not provided Documents in good time, or has provided no, incorrect or incomplete Documents to Suits Finance.

b. all claims of third parties (including Employees of Suits Finance and third parties engaged by Suits Finance) who suffer loss or damage in connection with the performance of the Agreement, which is the result of the acts or omissions of the Client or the result of unsafe situations in the business or organisation of the Client.

c. all claims of third parties with regard to intellectual property rights on data, Documents or other documents that have been provided by the Client and that are used in the performance of the Agreement.

d. all claims of third parties – including, but not limited to, shareholders, directors, supervisory directors and employees of the Client, as well as affiliated legal entities and undertakings and others involved in the organisation of the Client – that arise from or are connected with the Services performed by Suits Finance for the Client.

e. all claims of third parties in which Suits Finance is regarded as an accomplice of the Client.

f. damage caused by viruses and defects if the Client makes data carriers, electronic files, software, etc. available to Suits Finance.

8. This Article 14 relates to every ground for liability, including contractual and non-contractual liability of Suits Finance towards the Client. Furthermore, unless the Client is a Consumer, Suits Finance accepts no liability for any obligations to undo (such as the repayment of any amount received by Suits Finance).

9. Persons or entities who, on the part of Suits Finance, are directly or indirectly involved in the performance of an Agreement between Suits Finance and the Client may invoke the limitations of liability in this Article 14.

10. Nothing in these terms and conditions excludes or limits the liability of Suits Finance (i) if the damage is the result of intent or gross negligence of the managerial subordinates belonging to the management of Suits Finance, or (ii) if it concerns liability that cannot be limited or excluded under applicable mandatory law.

Article 15. TERMINATION

1. Suits Finance may terminate the Agreement at any time with immediate effect and without liability by means of a written notice to the Client.

The Client may terminate the Agreement at any time with immediate effect by means of a written notice to Suits Finance.

The Client shall pay Suits Finance the fees and costs for the Services provided by Suits Finance up to and including the date of termination, as well as all costs and expenses in connection with the performance of the Agreement that do not fall under the foregoing.

If (a) the Agreement is terminated before the (order for the) Services have been completed or the period for which it was entered into has expired, and the payment of the fee/remuneration is dependent on this completion or the expiry of that period, and (b) the Client is a Consumer, then Suits Finance is entitled to a reasonable part of the fee or remuneration. In this regard, account is taken of, among other things, the Services already performed by Suits Finance, the benefit that the Client has derived from this and the grounds on which the Agreement has been terminated. Suits Finance is only entitled to the full fee or full remuneration if the termination of the Agreement can be attributed to the Client and the payment of the full fee or full remuneration is reasonable, taking into account all circumstances of the case. Any savings for Suits Finance as a result of the early termination are deducted from the amount of the fee or remuneration.

2. Unless the Client is a Consumer, if the Client terminates the Agreement, Suits Finance is entitled to: compensation for the damage arising from a lower occupancy rate on its side and which must be made plausible by Suits Finance; compensation for the additional costs that Suits Finance has already incurred; and costs arising from any cancellation of engaged third parties (such as, among other things, costs relating to subcontracting).

3. If Suits Finance terminates the Agreement, Suits Finance shall provide the Client with all reasonably required assistance to transfer the Services to third parties.

Article 16. SUSPENSION AND DISSOLUTION

1. If and insofar as permitted by applicable legislation, Suits Finance is entitled, after careful weighing of the interests, to suspend the fulfilment of its obligations, including the handing over of Documents or other items to the Client or third parties, until all due and payable claims on the Client have been paid in full.

2. The first paragraph of this Article 16 does not apply to Documents of the Client that have not (yet) been processed by Suits Finance.

3. If and insofar as permitted by applicable legislation, Suits Finance is entitled – with immediate effect and without liability towards the Client – to (i) suspend the fulfilment of its obligations, or (ii) dissolve the Agreement if:

– the Client fails to fulfil its obligations under the Agreement in whole or in part.

– after the conclusion of the Agreement, circumstances come to the knowledge of Suits Finance that give good reason to fear that the Client will not fulfil its obligations.

– upon the conclusion of the Agreement, the Client has been requested to provide security for the fulfilment of its obligations under the Agreement and this security has not been provided or is insufficient.

Article 17. ELECTRONIC COMMUNICATION AND ELECTRONIC FILING OF THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS

1. During the performance of the Agreement, the Client and Suits Finance may communicate with each other by electronic means and/or make use of electronic storage (such as Cloud applications). Unless agreed otherwise in writing, the parties may assume that the sending 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 Agreement, is mutually accepted. The same applies to other means of communication used or accepted by the other party.

2. The Client and Suits Finance are not liable towards each other for loss or damage that may arise for one of them or for both of them from the use of electronic means of communication, networks, applications, electronic storage or other systems, including, but not limited to, loss or damage as a result of non-delivery or delayed delivery of electronic communication, omissions, distortion, interception or manipulation of electronic communication by third parties or by software/equipment used for sending, receiving or processing electronic communication, the transmission of viruses and the failure or improper functioning of the telecommunications network or other means necessary for electronic communication. The above also applies to the use that Suits Finance makes of this in its contacts with third parties.

3. In addition to the previous paragraph of this Article 17, Suits Finance accepts no liability for any loss or damage arising from or connected with the electronic sending of (electronic) annual reports and annual accounts and the digital filing thereof with the Chamber of Commerce.

4. Both the Client and Suits Finance shall do or refrain from doing everything that may reasonably be expected of them to prevent the occurrence of the above-mentioned risks.

5. The data printouts from the sender's computer system constitute conclusive evidence of (the content of) the electronic communication sent by the sender, until the recipient has proven the contrary.

Article 18. MISCELLANEOUS

1. If Suits Finance performs Services at the Client's location, the Client shall provide a suitable workplace that complies with the statutory standards for health and safety at work and other applicable regulations relating to working conditions. The Client must ensure that, in that case, Suits Finance is provided with office space and other facilities that, in the opinion of Suits Finance, are necessary or useful for the performance of the Agreement, and that comply with all (statutory) requirements set for this. With regard to the (computer) facilities made available, the Client is obliged to safeguard continuity, among other things by means of adequate back-up, security and virus control procedures. Suits Finance shall apply virus control procedures when Suits Finance makes use of the Client's facilities.

2. The Client shall not employ or approach any Employees involved in the performance of the Services in order to enter the Client's employment, whether or not temporarily, directly or indirectly, or in order to perform work for the benefit of the Client, whether or not as an employee, directly or indirectly, during the term of the Agreement or any extension thereof and for 12 months thereafter.

3. These general terms and conditions have been drawn up in both Dutch and English. In the event of any difference or conflict between the English and the Dutch text, the Dutch text is binding.

4. The provisions in the Agreement that, expressly or by their nature, must remain in force after the end or termination of the Agreement, remain in force after the end or termination, including Articles 7, 8, 9, 11, 13, 14, 17.5 and 19.

5. The Client may not transfer any Agreement or any rights or obligations thereunder without the prior written consent of Suits Finance. This has effect under property law. This is not intended to exclude the transferability or pledgeability of monetary claims arising from the exercise of a profession or business as referred to in Article 3:83 paragraph 3 of the Dutch Civil Code. Suits Finance is entitled to transfer an Agreement or a part thereof to a third party after notification to the Client (and the Client agrees in advance to and cooperates with this transfer). If the Client is a Consumer, its attention is drawn in this regard to its right of termination in Article 15 (if Suits Finance carries out a transfer of the Agreement on the basis of this Article 18.5).

6. Unless provided otherwise in these terms and conditions, all rights, remedies, claims and demands of the Client against Suits Finance, on whatever ground, with regard to or in connection with Services provided by Suits Finance, lapse 1 year after the sending of the invoice for the relevant Services.

Article 19. APPLICABLE LAW AND CHOICE OF FORUM

1. These general terms and conditions, each Agreement, each agreement arising therefrom and all Services are governed by Dutch law.

2. All disputes regarding these general terms and conditions, any Agreement, any agreement arising therefrom and any Services, on whatever ground, shall be settled exclusively by the competent court in Amsterdam, the Netherlands.

3. The provisions in paragraphs 1 and 2 of this Article 19 are without prejudice to the possibility for the Client, if and insofar as applicable, to submit a dispute to the Disputes Committee and/or to submit a complaint to Suits Finance itself, the Accountantskamer (disciplinary law) or the Complaints Committee (complaints law).

4. If the Client is a Consumer, all disputes regarding these general terms and conditions, any Agreement, any agreement arising therefrom and any Services, on whatever ground, shall be settled by the court having jurisdiction by law.

Article 20. CONFIDENTIALITY

1. Both parties are obliged to maintain confidentiality of all confidential information, including personal data, that they have obtained from each other or from other sources in the context of their Agreement, unless one of the parties is legally obliged to disclose this information or if one party has released the other party from the duty of confidentiality in writing. Information is regarded as confidential if this has been communicated by the other party or if this follows from the nature of the information. Suits Finance shall impose its obligations under this provision on third parties engaged by it.

2. Without prejudice to the first paragraph of this Article 20, if Suits Finance acts on its own behalf in disciplinary, civil or criminal proceedings, it is entitled to use the data and information provided by or on behalf of the Client, as well as other data and information of which it has become aware in the performance of the Agreement, insofar as it considers this relevant for its defence.

3. If Suits Finance is obliged, on the basis of a statutory obligation, to disclose confidential information and Suits Finance cannot invoke the provisions of this Article 20 in this regard, Suits Finance is not liable for compensation or indemnification and the Client – unless the Client is a Consumer – is not entitled to terminate the Agreement on the basis of any damage arising therefrom.

4. If (an Employee of) Suits Finance has access to data or information in the capacity of “accountant” as defined in the Dutch Act on the Profession of Accountant, the following applies.

If (Employees of) Suits Finance has (have) access to data or information that it knows or can reasonably suspect to be confidential, it shall preserve the confidentiality of that data or information, except insofar as (an Employee of) Suits Finance as an accountant:

a. is obliged, on the basis of or pursuant to a statutory provision, to provide the data or information;

b. is authorised to provide the data or information on the basis of or pursuant to a statutory provision;

c. is involved in legal proceedings or a complaints procedure brought against (an Employee of) Suits Finance, and the data or information is relevant in those proceedings;

d. has obtained written consent from the organisation for which Suits Finance performs or has performed a professional service, for a specific purpose, to provide the data or information, and that purpose has been documented; or

e. considers it necessary, at the request of the same organisation for which Suits Finance performs or has performed a professional service, to enable another accountant to accept and perform a professional service in a responsible manner.

In this regard, “professional service” is understood to mean: work for which professional competence as an accountant is or can be applied

Suits Finance takes reasonable measures to ensure that any person who, under the responsibility of Suits Finance in its capacity as accountant, performs work with a view to providing a professional service, or from whom Suits Finance in its capacity as accountant requests advice or support, complies with the confidentiality obligations.

5. This Article 20 is without prejudice to Article 7 above.

Article 21. SEVERABILITY

1. If any provision of these general terms and conditions or of the underlying agreement is, in whole or in part, null and/or invalid and/or unenforceable as a result of any statutory regulation, court ruling or otherwise, this has no consequences for the validity of all other provisions of these general terms and conditions or the underlying agreement.

2. If any provision in the Agreement or any part of the Agreement cannot be invoked in law, the remaining part of the Agreement remains in full force, on the understanding that the provisions in the part that cannot be invoked are deemed to have been adjusted in such a way that they can be invoked, while the intention of the parties with regard to the original provision or the original part is maintained as much as possible.

Contact details:

+31 6 11063137

contact@suitsfinance.com

Head office: Marathon 2, 1213 PH Hilversum

Chamber of Commerce number: 93996640

VAT number: NL866596112B01