These are the General Terms and Conditions of coenttb (coenttb, we, our, or us). coenttb is a sole proprietorship registered with the Trade Register of the Chamber of Commerce under number 75006723.

These General Terms and Conditions apply to all services we perform for our clients (you or your).

1. Related Persons may rely on these General Terms and Conditions. The stipulations made in Clause 2.2 (sole contracting party), 5 (Liability), 7.2 (Digital services) and 8 (Disputes, applicable law and jurisdiction) of these General Terms and Conditions serve as irrevocable third-party clauses (onherroepelijke derdenbedingen) to the benefit of the Related Persons.

2. Related Persons include: any (former) employees, other staff, counsels, advisors, shareholders, partners, subsidiaries, affiliated entities (including other entities operating under the name coenttb, and their (former) employees etc.) and the foundations for the management of third-party funds (stichtingen derdengelden) engaged by us.

We reserve the right not to provide any services, for instance based on conflict checks, client checks and matter acceptance checks.

coenttb is your sole contracting party, regardless of whether you enter into an agreement with a view to a specific Related Person. If the performance of services gives rise to any liability, only coenttb (and not any Related Person) can be held liable.

Articles 7:404 and 7:407 paragraph 2, and 7:409 of the Dutch Civil Code do not apply.

In providing our services we involve Related Persons. In addition, we may engage persons not related to coenttb where such engagement is desirable for the provision of our services (such as foreign counsel, bailiffs, and translators, cumulatively referred to as Delegates). If any Delegate is engaged, you will be bound by the terms of engagement agreed by us with such Delegate. We are not liable for any damages caused by Delegates and Delegates may rely on articles 5.1 through 5.4 (Liability) and 14 (Disputes, applicable law and jurisdiction) of these General Terms and Conditions.

Any derogations from these General Terms and Conditions will only be valid if and insofar as expressly agreed between the parties in writing.

coenttb will be authorised to unilaterally amend these General Terms and Conditions.

Unless agreed otherwise, we render our services on a time spent basis in accordance with our hourly rates increased with any out-of-pockets expenses (such as travel costs and costs of Delegates). Where applicable VAT will be charged on any fees and costs. Our hourly rates are subject to review annually per 1 January and based on seniority of the person involved. coenttb reserves the right to increase the rates at any time during the assignment with consent of the client.

Unless agreed otherwise, our invoices will be issued monthly in Euro and will be sent to you either electronically or by ordinary mail. Invoices are payable within thirty days of the date of the invoice.

If the client disputes the substantive accuracy of any (part of the) invoice, they must notify coenttb in writing, stating the reasons, within five (5) business days from the invoice date. After this period, the client can no longer contest the invoice. If the client disputes part of the invoice, they are obliged to immediately pay the undisputed portion.

Any liability of coenttb is limited to the amount paid by the insurer under the applicable professional liability insurance policy, increased by the amount of the deductible that is not for the account of the insurers under the policy terms and conditions.

coenttb is liable only for direct damages incurred by client and only if the damage is a result of willful misconduct (‘opzet’) or gross negligence (‘grove schuld’) by coenttb.

If payment by the insurance company under such professional liability insurance does not take place for whatever reason, the liability of coenttb is limited to direct damages incurred by client and to a maximum amount equal to either (i) half of the fee agreed upon between coenttb and client for the performance by Ten Thije Boonkkamp of the assignment out of which the liability arose (in case of a fixed, pre agreed fee amount) or (ii) (in case of an assignment for which a fee amount per hour was agreed upon between Ten Thije Boonkkamp and client) half of the fee actually received by Ten Thije Boonkkamp for the performance of the assignment out of which the liability arose.

You indemnify us, Related Persons and Delegates against any and all claims by any third party related to or in connection with the provision of services by us, Related Persons and Delegates and costs incurred by us in relation to such claims, insofar as these claims and costs are greater than or different from those to which we would be liable pursuant to these General Terms and Conditions. For the sake of clarity, third parties include any persons related to you.

In the context of our engagement, we or the foundations for the management of third- party funds (stichtingen derdengelden) engaged by us may hold your funds or third- party funds for safekeeping and deposit these funds in a bank of our choice under the conditions stipulated by that bank. We or our foundations for the management of third- party funds (stichtingen derdengelden) are not liable to the extent that any chosen bank does not meet its obligations. You are responsible for costs associated with us or of the foundations holding your funds and any such costs may be set off against the funds held.

Ten Thije Boonkkamp can never be held liable for any indirect loss, consequential loss and/or loss of profit.

Ten Thije Boonkkamp shall not be liable for any faulty performance of equipment, software, data and documents, registers or other objects which are used for the performance of the assignment. The limitation of liability also applies if Ten Thije Boonkkamp wrongfully refuses an assignment and loss results from this refusal. All rights of claim and other rights of the client towards Ten Thije Boonkkamp shall expire 1 year after the date when the client became or could have become aware of these.

Pursuant to applicable law, we are required to perform due diligence on our clients and persons related to our clients. This means, among other things, that we are required to request and hold certain information and documents on entities and persons. You undertake to provide us with any information and documents we request in order to satisfy our obligations under the applicable laws as same are applied in accordance with our internal policies and procedures.

Pursuant to applicable law, we may be obliged to provide certain information to government or tax authorities. This includes having to report transactions to local authorities (including the Financial Intelligence Unit) and reporting requirements under Directive 2018/822/EU regarding reportable cross-border arrangements. Please consult our website for more information on the terms of these reporting obligations.

In the context of our engagement, we will process certain personal data, including personal data relating to you, your representatives, employees, ultimate beneficial owners and contact persons as well as other personal data provided to us by you. For further information about the way we process personal data, we refer to our Privacy Statement available on our website: privacy policy

If you provide personal data to us of persons other than yourself, you undertake to provide a copy of our privacy statement to those persons.

We may utilize digital or other services (‘digital services’), whether or not offered by third parties which include, amongst others, telecommunication services, software programs, applications to transmit, share or store data digitally or in a cloud or otherwise, internet, e-discovery, automated due diligence or other applications which allow data to be processed, searched, analysed, translated (including with the use of artificial intelligence). As a result, data could be processed on servers or a cloud controlled by third parties. We will exercise due care in our selection of these third parties and such digital services. We are not liable for any acts and/or omissions of these parties (including their insolvency or default) and for any damage or loss ensuing from the use, unavailability, loss or restricted use of such digital services. We also exclude any liability resulting directly or indirectly from (a) any restriction or loss of the ability to use, operate or access computers, the network or the data or (b) any data breach, whether or not as a result from a data leak or a cyberattack. All if and to the extent allowed under applicable laws and regulations.

We retain electronic and/or hardcopy files during the period that is determined by our professional practice standards and applicable laws. After that period, we may destroy such files.

You consent to us sharing information, including confidential information, with Related Persons and Delegates for the purposes set forth in Clause 2.4, subject to their observance of any applicable confidentiality obligations.

All information, regardless of the form or mode of communication, disclosed by coenttb to a client or by the client to coenttb and explicitly marked as ‘confidential’ at the time of disclosure, or identified as confidential orally and confirmed in writing within 15 calendar days, is considered ‘Confidential Information’.

Both parties hereby undertake for a period of 5 years after receipt of the Confidential Information:

1. not to use Confidential Information otherwise than for the purpose for which it was disclosed;

2. not to disclose Confidential Information without the prior written consent of the other party;

3. to ensure that internal distribution of Confidential Information takes place on a strict need-to-know basis;

4. to return, or destroy, on request all Confidential Information that has been disclosed to including all copies thereof and to delete all information stored in a machine-readable form to the extent practically possible. Parties may keep a copy of the received Confidential Information to the extent it is required to keep, archive, or store such Confidential Information because of compliance with applicable laws and regulations or for the proof of ongoing obligations provided that that party complies with the confidentiality obligations herein contained with respect to such copy.

Each party is responsible for the fulfilment of the above obligations on the part of its employees or third parties and will ensure that they remain so obliged, as far as legally possible, during and after the end of the performance of the engagement with coenttb and/or after the termination of the contractual relationship with the employee or third party.

The above does not apply for disclosure or use of Confidential Information, if and in so far as the receiving party can show that:

1. the Confidential Information has become or becomes publicly available by means other than a breach of the recipient party’s confidentiality obligations;

2. the disclosing party subsequently inform the recipient party that the Confidential Information is no longer confidential;

3. the Confidential Information is communicated to the recipient party without any obligation of confidentiality by a third party who is to the best knowledge of the recipient party in lawful possession thereof and under no obligation of confidentiality to you;

4. the Confidential Information, at any time, was developed by the recipient party completely independently of any such disclosure by you;

5. the Confidential Information was already known to the recipient party prior to disclosure, or

6. the recipient party is required to disclose the Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order.

the recipient party will apply the same degree of care with regard to the Confidential Information disclosed within the scope of the performance of the engagement as with its own confidential and/or proprietary information, but in no case less than reasonable care.

the recipient party must promptly notify the disclosing party by written notice of any unauthorised disclosure, misappropriation, or misuse of Confidential Information after it becomes aware of such unauthorised disclosure, misappropriation, or misuse.

If the recipient party becomes aware that it will be required, or is likely to be required, to disclose Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order it must, to the extent it is lawfully able to do so, prior to any such disclosure:

1. notify the disclosing party, and

2. comply with the disclosing party’s reasonable instructions to protect the confidentiality of the information.

All results of the assignment shall become the property of coenttb. If this does not occur automatically, you are obligated to transfer all results of the assignment to coenttb, and hereby transfer such results where applicable. The results of the assignment include all rights to the results, including, but not limited to, ownership rights, copyright, trademark rights, trade name rights, and database rights.

You may use the results of the assignment, such as reports, advice, concepts, contracts, and memos, solely for the purposes of the assignment. These results may not be reproduced, disclosed, or brought to the attention of third parties without the prior written consent of coenttb.

coenttb reserves the right to use the knowledge gained from the execution of the work for other purposes, provided that your confidential information is not disclosed to third parties. You hereby grant coenttb a perpetual, worldwide, royalty-free license to use such knowledge, provided that this does not infringe upon your confidential information or your intellectual property rights.

You guarantee that no third-party rights prevent the provision of documents or other materials to coenttb for the purpose of use or modification in connection with the assignment. You indemnify coenttb against any action based on the claim that the provision, use, or modification of such documents or materials infringes any third-party rights.

You may terminate our engagement at any time by giving written notice. We may terminate the engagement by written notice taking into account a notice period.

In case of termination of our engagement you owe the fees for the work carried out by us, including the work required to transfer the matter to you or a third party.

If you fail to fulfill any obligation arising from the agreement, we may suspend the assignment with immediate effect.

You irrevocably consent to, agree with, and cooperate with a future transfer of your legal relationship (all rights and obligations) (novation) with coenttb to a legal entity governed by Dutch law and controlled by coenttb. From the effective date of the transfer, the acquiring legal entity shall assume all rights and obligations of coenttb under this agreement.

coenttb will notify you in writing at least 30 days prior to any such assignment, transfer, or novation taking effect.

The relationship between you and us is governed by the laws of the Netherlands. This includes all relationships of both contractual and non-contractual origin.

The court in Utrecht, the Netherlands, has exclusive jurisdiction, in first instance, to hear any disputes between you and Ten Thije Boonkkamp relating to any agreements and/or services to which these General Terms and Conditions apply, including non-contractual obligations relating thereto as well as disputes concerning the existence and validity of such agreements.