Registered with the Chamber of Commerce of Rotterdam on 9 August 2010 under number

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1 Registered with the Chamber of Commerce of Rotterdam on 9 August 2010 under number Internet: Offices in: Rotterdam Hoofdweg 52 P.O. Box AN Rotterdam, Netherlands Telephone +31(0) Fax +31(0) Goes Stationspark 51 P.O. Box AC Goes, Netherlands Telephone +31(0) Fax +31(0) Bergen op Zoom Joulehof 10 P.O. Box AZ Bergen op Zoom, Netherlands Telephone +31(0) Fax +31(0) Breda Cosunpark 20 P.O. Box EB Breda, Netherlands Telephone +31(0) Fax +31(0) Hellevoetsluis Bruggehoofd 7 P.O. Box BA Hellevoetsluis, Netherlands Telephone +31(0) Fax +31(0) Hoogvliet Suikerbakkerstraat 40 P.O. Box AH Hoogvliet, Netherlands Telephone +31(0) Fax +31(0) Middelburg Park Veldzicht 1 P.O. Box AH Middelburg, Netherlands Telephone +31(0) Fax +31(0) Oud-Beijerland Beetsstraat 1 P.O. Box BC Oud-Beijerland, Netherlands Telephone +31(0) Fax +31(0) Roosendaal Emmerblok 30, Oud Gastel P.O. Box BA Roosendaal, Netherlands Telephone +31(0) Fax +31(0) Sliedrecht Trapezium 150 P.O. Box AA Sliedrecht, Netherlands Telephone +31(0) Fax +31(0) Zierikzee Karnemelksvaart 2 P.O. Box AA Zierikzee, Netherlands Telephone +31(0) Fax +31(0) General Terms and Conditions Applicable to the engagements of: DRV Accountants & Adviseurs. DRV Accountants & Adviseurs is a partnership consisting of private limited companies. Hereinafter referred to as the Contractor. A General remarks In these General Terms and Conditions the following words shall have the following meanings: 1. Client: the natural person or legal person who has instructed the Contractor to perform activities. 2. Activities: all activities for which instructions have been issued or which are performed by the Contractor on any other account. The above applies in the broadest sense of the word and comprises in any case the activities referred to in the Contractor's confirmation of the engagement. 3. Documents: all items made available by the Client to the Contractor, including documents or information carriers, as well as all items produced by the Contractor resulting from the performance of the agreement, including documents or information carriers. 4. Agreement: any agreement, whether written or verbal, concluded between the Client and the Contractor whereby the Contractor undertakes to carry out activities for the Client. In the case of a written agreement, these activities will be carried out in accordance with the provisions of the engagement letter. B Applicability 1. These General Terms and Conditions shall apply to all agreements concluded by the Contractor under the performance of the activities. 2. Deviations from these General Terms and Conditions shall only be valid, in case and DRV Accountants & Adviseurs General statement and conditions Version

2 insofar as agreed to in writing between the Client and the Contractor. 3. Any general terms and conditions of the Client shall not be valid. The application thereof is expressly rejected by the Contractor. 4. If any stipulation, which is part of these General Terms and Conditions or the agreement, is null or nullified, the agreement otherwise continues to be valid, and the relevant stipulation shall be replaced in consultation between the parties by a stipulation reflecting the purport of the original stipulation in as much as possible. 5. The Client declares to respect any restrictions that may arise for the Contractor in the performance of the agreement from the relevant rules of conduct and professional practice of such bodies as the Royal Netherlands Institute of Registered Accountants (Koninklijk NIVRA), the Netherlands Organisation of Accounting Consultants (NOvAA), the Dutch Federation of Tax Advisers (Nederlandse Federatie van Belastingadviseurs) and the Dutch Association of Tax Advisers (Nederlandse Orde van Belastingadviseurs). C Commencement and duration of the agreement 1. Each agreement shall only be concluded and shall only commence when the engagement letter signed by the Client has been received by the Contractor. For as long as the signed engagement letter has not or not yet been received by the Contractor, the Contractor reserves the right to use the capacity elsewhere. The engagement letter is based on information provided by the Client to the Contractor at that time. The confirmation shall be deemed to reflect the agreement correctly and in full. The Contractor has the right to prove the conclusion of the agreement by other means. 2. Each agreement shall be entered into for an indefinite period of time, unless the contents, nature or purport of the agreement are such that the agreement shall be concluded for a definite period of time. 3. If the agreement has been concluded verbally or the engagement letter has not or not yet been received by the Contractor, this agreement will, if the Contractor commences performance of the agreement anyway, be deemed to have been concluded subject to these General Terms and Conditions. D Client information 1. The Client is obliged to provide the Contractor in a timely fashion in the required form and in the required manner with all information and documents that the Contractor needs in his judgement to carry out the agreement correctly. 2. The Contractor has the right to suspend performance of the agreement until such time as the Client has fulfilled his obligation referred to in the previous paragraph. 3. The Client is obliged to inform the Contractor forthwith of facts and circumstances that may be of importance in connection with the correct performance of the engagement. 4. The Client shall vouch for the accuracy, completeness and reliability of the documents provided to the Contractor, even if such documents originate from third parties. 5. Any additional costs and any additional fees resulting from a delay in the performance of the agreement caused by the Client s failure to provide information, or late or improper provision of information, shall be borne by the Client as will any resultant penalties under administrative and/or criminal law. 6. If and insofar as a request to that effect is made by the Client, any documents made available shall be returned, subject to the provisions under O. 7. The Contractor and the Client may communicate with each other electronically. Both the Contractor and the Client acknowledge that risks may be involved in the use of electronic means of communication. The Contractor and the Client hereby confirm that they will not hold each other liable for any resultant damage or losses. In the event of doubt as to the contents of any electronic communication, the contents will be determined as being those in the data extracts from the Contractor's systems. E Performance of the activities 1. All agreements are exclusively concluded and carried out by the Contractor. Application of Articles 404 and 407 paragraph 2 of Book 7 of the Dutch Civil Code is expressly excluded. 2. The Contractor determines the way in which and by which person or persons the agreement will be carried out. The Contractor will as much as possible take into consideration timely and responsible modifications by the Client concerning the performance of the agreement. 3. The Contractor shall carry out the activities to the best of his knowledge and abilities and as a professional exercising due care. However, the Contractor cannot vouch for the achievement of any intended result. 4. The Contractor has the right, without notification to and without the Client s express permission, to have certain activities carried out by a person or third party to be designated by the Contractor, if such is deemed desirable in the judgment of the Contractor. DRV Accountants & Adviseurs General statement and conditions Version

3 5. The Contractor shall carry out the agreement in accordance with the applicable rules of conduct and professional practice, which are part of the agreement, and which are required of him under the law. A copy of the rules of conduct and professional practice applicable to the Contractor will be sent to the Client on request. The Contractor or those employed by or for the Contractor shall respect the obligations arising from these rules of conduct and professional practice and under the law. 6. If during the period of the agreement activities are performed for the profession or company of the Client, which do not come under the activities to which the agreement relates, such activities shall be deemed to have been carried out under separate agreements. 7. Any periods set in the agreement within which activities are to be carried out, shall only be approximations, and not deadlines. If such a period is exceeded, it shall not constitute an attributable failure on the part of the Contractor, and consequently not ground for dissolution of the agreement. The Client may, if such a period is exceeded, set a new, reasonable period, within which the Contractor must carry out the agreement, with the exception of force majeure. If this new, reasonable period is exceeded, such would constitute grounds for the Client to dissolve the agreement. 8. The performance of the engagement is not unless expressly stated otherwise in writing specifically aimed at discovering fraud. If the activities furnish indications of fraud, the Contractor will report this to the Client. The Contractor is bound in this respect by the applicable rules and regulations and by the further instructions, byelaws and guidelines issued by the various professional organisations, including but not limited to the Accountants' Organizations Supervision Act [Wet Toezicht Accountantsorganisaties (Wta)] and the Money Laundering and Terrorist Financing Prevention Act [Wet ter voorkoming van witwassen en financieren van terrorisme (Wwft)]. 9. The Client has an independent duty to comply with the applicable rules and regulations in the field of personal data protection. The Contractor cannot be held liable for any failure by the Client to comply with such rules and regulations. 10. Notwithstanding the provisions of the agreement, the Contractor may be obliged under his duty of care, whether in law or otherwise in rules and regulations, to perform additional work. In such case, the Contractor will be entitled to charge for such additional work even if the Client has not explicitly granted prior permission for such work. F Confidentiality and exclusivity 1. The Contractor, including in this paragraph (F) any persons designated by the Contractor for the performance of the agreement, is obliged to observe confidentiality vis-à-vis third parties not involved in the performance of the agreement. This confidentiality relates to all information of a confidential nature provided by the Client and the results obtained from processing such information. This confidentiality does not apply to the obligation stemming from legal or professional rules, including but not limited to the obligation to report under the Accountants' Organizations Supervision Act and the Money Laundering and Terrorist Financing Prevention Act and other national or international legislation of a similar purport, for the Contractor to provide information, or to the extent to which the Client has released the Contractor from the duty of confidentiality. Nor does this provision prevent any confidential consultation with colleagues in the Contractor s organisation, insofar as the Contractor deems such necessary for a careful performance of the agreement or to comply with due care to legal or professional obligations. 2. The Contractor is entitled to use the statistical results obtained from processing the numerical information for statistical or comparative purposes, provided such results cannot be traced back to individual clients. 3. Except as provided for in the preceding paragraph, and in the event of the Contractor or an employee of the Contractor acting for himself in disciplinary, civil, penalty or criminal proceedings, whereby these documents may be of importance, the Contractor is not entitled to use the information which has been made available to him by the Client for a purpose other than that for which it was obtained. 4. The Client is not allowed to disclose or otherwise make available to third parties the contents of advice, opinions or other expressions of the Contractor, whether written or otherwise, subject to the Contractor's prior written approval, except to the extent that such arises directly from the agreement, is done to seek expert opinion on the relevant activities of the Contractor, if the Client has a legal or professional obligation to disclose, or if the Contractor acts for himself in disciplinary, civil, penalty or criminal proceedings. G Intellectual property 1. The Contractor reserves all rights to intellectual products, which he uses or has used under the performance of the agreement with the Client, insofar as rights may exist or may be established on such products in a legal sense. DRV Accountants & Adviseurs General statement and conditions Version

4 2. The Client is expressly forbidden, except with the Contractor's prior written consent, to furnish, reproduce, disclose or exploit such products, including but not limited to computer programs, system designs, procedures, advice, (sample) contracts and other intellectual products, all in the broadest sense of the word, to third parties, whether by calling in third parties or otherwise. 3. The Client is not permitted to submit such products or tools thereof to third parties, other than for the purpose of obtaining an expert opinion on the Contractor s activities. H Force majeure 1. If the Contractor fails to fulfil, is late in fulfilling or cannot properly fulfil his obligations under the agreement as a result of events which cannot be attributed to him, including but not limited to, employee illness, computer network failures and other interruptions in the normal course of affairs within his company, such obligations will be suspended until such time as the Contractor is capable of fulfilling these in the agreed manner. 2. The Client has the right, in case of a situation referred to in the first paragraph, to terminate the agreement in writing, in whole or in part and with immediate effect. I Fee 1. The Contractor s fee is not dependent on the outcome of the activities performed. 2. The Contractor's fee may consist of a predetermined amount per agreement and/or may be calculated on the basis of rates per Contractor time unit, and shall be charged when activities have been carried out by the Contractor for the Client. 3. If no fixed amount has been agreed, the Contractor's fee shall be calculated on the basis of rates per time unit. 4. If a fixed amount has been established per agreement, the Contractor shall be entitled to charge a rate for each time unit required in addition to this, if and insofar as the activities exceed the activities foreseen in the agreement, which rate will be charged to the Client. 5. If after conclusion of the agreement, yet before the engagement is carried out completely, wages and/or prices undergo change, the Contractor shall be entitled to adjust the agreed rate accordingly, unless the Client and the Contractor have made other agreements in this respect. 6. The Contractor s fee, if need be plus disbursements and invoices of third parties called in, including any sales tax due, shall be charged to the Client per month, per quarter, per year or after completion of the activities. J Payment 1. Payment of the amount invoiced to the Client is to be made within the periods agreed, yet in no case later than fourteen (14) days from date of invoice, in Dutch currency, at the Contractor s office or by transfer to the credit of a bank account designated by the Contractor and, insofar as the payment relates to activities, without any right to discount or set-off. 2. If the Client fails to pay within the abovementioned term, or has paid in deviation of a term agreed on between the parties in writing, the Client shall, on expiry of such term immediately be in default by operation of law and shall owe from that moment, without any further warning or notice of default being required, the statutory interest over the invoiced amount until the date on which payment is made in full, all this without prejudice to the Contractor's further rights. 3. All costs stemming from judicial as well as extrajudicial collection of the claim shall be borne by the Client, even if such costs exceed the legal costs of the proceedings. The extrajudicial costs have been set at 15% of the amount due at least, with a minimum of EUR 250. The judicial costs shall not be limited to the costs of the proceedings to be settled, and the costs actually incurred by the Contractor shall be borne completely by the Client, if the Client is, for the most part, declared at fault. 4. The Contractor has the right at all times to demand that the Client forthwith provide security or additional security in a form to be determined by the Contractor and/or supplies an advance for payments to which the Contractor is entitled in respect of activities carried out or to be carried out. If the Client fails to pay the desired advance or to provide the desired security, the Contractor shall be authorised to immediately postpone the performance or further performance of the agreement and all that the Client owes the Contractor for whatever reason, shall be immediately due and payable. 5. In the event of a joint engagement, the Clients shall be jointly and severally liable for the payment of the invoiced amounts insofar as the activities have been carried out for the Clients jointly. K Complaints 1. The Contractor is to be informed of a complaint pertaining to the activities and/or the invoice amount in writing within fourteen (14) days following the date of dispatch of the documents or information which is subject to complaint, or within fourteen (14) days following the discovery of the defect, if the DRV Accountants & Adviseurs General statement and conditions Version

5 Client demonstrates that the defect could not reasonably have been discovered sooner. 2. A complaint as referred to in the first paragraph does not suspend the Client s obligation to pay, except to the extent that the Contractor has indicated that he considers the complaint to be justified. 3. If a complaint is found to be justified, the Contractor may choose to adjust the fee charged, to improve free of charge or carry out again the activities rejected or no longer carry out the whole or part of the engagement against a restitution in proportion to the fee already paid by the Client. 4. If the complaint is not lodged in time, all of the Client s right in connection with the complaint shall lapse. L Liability and indemnification 1. The Contractor's liability for direct damage, in any way connected to or caused by failure to fulfil the agreement or to perform it on time or properly, shall in all cases be limited to the maximum amount to be paid out in the relevant case under the liability insurance taken out by the Contractor, plus any deductible in the insurance policy. If, despite liability on the part of the Contractor, payment is not effected under the above-mentioned liability insurance, the Contractor's liability shall at any rate be limited to a maximum of three times the amount of the fee, excluding VAT, which the Contractor has received for the agreement concerned for the last calendar year, with a maximum of three hundred thousand euros ( 300,000). Such, unless there is gross negligence or intention on the part of the Contractor. 2. The Contractor shall not be liable for: any damage caused at the Client or third parties as a result of the provision of incorrect or incomplete data or information by the Client to the Contractor, or which is otherwise the result of acts or omissions on the part of the Client; any damage caused at the Client or third parties which is the result of acts or omissions on the part of auxiliary persons called in by the Contractor, not including employees of the Contractor, even if such persons are employed at an organisation affiliated to the Contractor; any loss of profits or consequential loss, including but not limited to interruption in the regular course of business in the Client s business, suffered by the Client or third parties. 3. The Contractor shall at all times have the right, in case and insofar as possible, to reverse or limit the Client's loss by repairing or improving the deficient product. 4. The Contractor shall not be liable for damage to or loss of documents during transport or during dispatch by post, irrespective of whether the transport or dispatch is carried out by or on behalf of the Client, the Contractor or third parties. 5. Any claim for compensation of damage is to be lodged with the Contractor in writing at the latest twelve months after the Client has discovered or could reasonably have discovered the damage, failing which the right to compensation lapses. 6. The Client shall indemnify the Contractor against all claims of third parties, including shareholders, directors, supervisory directors and staff of the Client, as well as affiliated legal persons and companies and others involved in the Client s organisation, who are directly or indirectly related to the performance of the agreement. The Client shall indemnify the Contractor in particular against claims of third parties on account of damage caused by the Client s incorrect or incomplete provision of information to the Contractor, unless the Client demonstrates that the damage is not related to any culpable acts or omissions on his part, or has been caused by the Contractor s gross negligence or intention. The above does not apply to engagements to examine the annual accounts as referred to in Article 393 of Book 2 of the Dutch Civil Code. 7. The Client shall indemnify the Contractor against all possible claims of third parties, in case the Contractor is forced by the law and/or his professional rules to return the engagement and/or is forced to assist government agencies, which are entitled to receive information upon or without request, which the Contractor has obtained in the performance of the engagement from the Client or from third parties. 8. The joint and several liability of individual partners and/or employees is expressly excluded. M Independence The Client must allow the Contractor to comply with the relevant national and international rules and regulations in respect of independence. The Client is obliged for this purpose to inform the Contractor in time, properly and fully of any changes in the ultimate control structure, legal structure, financial stakes, participations and other alliances entered into by its business, its organisation or the group to which the Client belongs, all in the broadest sense of the word. DRV Accountants & Adviseurs General statement and conditions Version

6 N Termination 1. The Client and the Contractor may terminate the agreement at any time with immediate effect by giving notice. If the agreement ends before the engagement is completed, the provisions under I, second paragraph and/or the provisions under L, second paragraph shall apply. 2. Termination must be made in writing and submitted to the other party. 3. If and insofar as the Contractor terminates the agreement by giving notice, he shall be obliged to inform the Client of the underlying reasons for the termination and to do everything possible that is required by the circumstances in the interest of the Client. submitted to the competent court in the district in which the Contractor also has his domicile. The Contractor is nonetheless entitled to submit disputes to the competent court of the Client's domicile. 3. Contrary to the provisions set forth in paragraph 2 above, the Client and the Contractor have the right to choose another means of dispute resolution. O Right to suspend performance The Contractor has the right to suspend the fulfilment of all his obligations, including the surrender of documents or other items to the Client or third parties, until such time as all claims due and payable on the Client have been fully paid. P Miscellaneous 1. During the performance of the engagement and within one year after termination of the engagement, neither of the parties is allowed to engage personnel of the other party or to negotiate or enter into consultation with such personnel about employment except in consultation with the other party. If one of the parties does engage an employee or employees of the other party despite this prohibition, that party shall be bound to pay the other party at least the recruitment costs which the other party will incur to recruit an alternative employee or employees. 2. In case of conflicting terms and conditions in the General Terms and Conditions and the engagement letter, the terms and conditions of the engagement letter shall apply. 3. The provisions of these General Terms and Conditions, which are expressly or tacitly intended to remain in force after termination of the agreement, shall remain in force afterwards and shall continue to bind the parties. Q Applicable law and choice of court 1. Dutch law shall apply to all agreements between the Client and the Contractor. 2. All disputes related to agreements between the Client and the Contractor shall only be DRV Accountants & Adviseurs General statement and conditions Version

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