General terms and conditions MORE THAN FINANCE B.V. located at Prof. J.H. Bavincklaan 2, 1183 AT Amstelveen, registered at the Chamber of Commerce under number 75602717. Article 1. Definitions Article 2. Applicability Article 3. Offers Article 4. Data and information Article 5. Execution of the agreement Article 6. Fee and payment Article 7. Commencement, duration, termination, dissolution Article 8. Liability Article 9. Indemnification Article 10. Intellectual property Article 11. Applicable law and choice of forum Article 1. Definitions In these general terms and conditions, the following terms shall have the meanings set out below:

1. Documents: all documents and data carriers provided by the client or More Than Finance to the other party in the context of the execution of the agreement, as well as all written works produced by More Than Finance in the context of the execution of the agreement.
2. More Than Finance: the counterparty to the agreement with the client and user of these general terms and conditions as referred to in article 6:231 sub b of the Dutch Civil Code (Burgerlijk Wetboek).
3. Client: the natural or legal person who instructs More Than Finance to carry out work and counterparty to the agreement as referred to in article 6:231 sub c of the Dutch Civil Code.
4. Parties: More Than Finance and the client jointly.
5. Written: in these general terms and conditions, “written” also includes communication by email, fax or digital means, provided that the identity of the sender and the integrity of the content are sufficiently established.

Article 2. Applicability

1. These general terms and conditions apply to all offers, agreements, and work performed by or on behalf of More Than Finance, of any kind, as well as to their formation, unless their applicability has been expressly and in writing excluded in whole or in part, or explicitly agreed otherwise.
2. Any general terms and conditions of the client, regardless of their name, are explicitly rejected. Deviations from and additions to these terms and conditions are only applicable if and to the extent that they have been expressly and in writing accepted by More Than Finance.
3. If More Than Finance has allowed deviations from these general terms and conditions, whether or not implicitly, for a short or longer period, this does not affect its right to demand direct and strict compliance with these conditions at any time. The client cannot derive any rights from the way in which More Than Finance applies these conditions.
4. If one or more provisions of these general terms and conditions or any other agreement with More Than Finance should conflict with a mandatory statutory provision or any applicable legal regulation, the relevant provision shall be deemed to be deleted and shall be replaced by a new provision to be determined by More Than Finance, which is legally permissible and comparable.
5. A client who has once entered into an agreement under these terms and conditions is deemed to have implicitly agreed to the applicability of these conditions to any later agreement concluded with More Than Finance.
6. In the event of a conflict between the content of an agreement concluded between the client and More Than Finance and these terms and conditions, the content of the agreement shall prevail.
7. More Than Finance is at all times entitled to amend these general terms and conditions. If the amended content puts the client in a less favorable position, the client shall have the right to terminate the agreement on the date on which the amended terms and conditions become effective.

Article 3. Offers

1. All offers made by More Than Finance are revocable and without obligation, unless otherwise stated in writing.
2. Obvious errors or typos in More Than Finance’s offer do not bind More Than Finance.
3. Prices in More Than Finance’s offers are exclusive of VAT and other government levies, unless otherwise stated.
4. The client is not allowed to disclose or share an offer from More Than Finance with third parties in any way, unless with the written permission of More Than Finance.

Article 4. Data and information

1. The client is obliged to provide all data and information requested by More Than Finance, as well as data and information that the client can reasonably know that More Than Finance needs for the correct execution of the assignment, in a timely manner, in the form and manner desired by More Than Finance.
2. The client is responsible for the accuracy, completeness, reliability and legality of the data and information provided by or on behalf of the client to More Than Finance, even if they are provided by third parties or originate from third parties, unless otherwise arises from the nature of the assignment.
3. The client is obliged to inform More Than Finance immediately of facts and circumstances that may be relevant in connection with the execution of the assignment, including messages from the Tax Authorities.
4. More Than Finance has the right to suspend the execution of the assignment until the moment that the client has fulfilled the obligations mentioned in the first, second and third paragraphs.
5. Additional costs, additional hours, as well as other damages for More Than Finance, caused by the client’s failure to comply with the obligations mentioned in the first, second or third paragraph, are for the account and risk of the client.
6. At the client’s first request, More Than Finance will return the original documents provided by the client to the client.
7. The client is responsible for the correct compliance with the applicable laws and regulations on the protection of personal data, including the provision and making available of personal data with regard to its staff, clients or third parties to More Than Finance, even if these are derived from third parties or provided by third parties on its behalf. More Than Finance cannot be held liable for non-compliance or incorrect compliance by the client.

Artikel 5. Execution of the agreement

1. More Than Finance is obliged to carry out the work in a professional and careful manner.
2. More Than Finance determines the manner in which the work is carried out. More Than Finance will take into account timely and reasonable instructions from the client regarding the execution of the assignment. However, More Than Finance is in no case obliged to follow the instructions of the client.
3. More Than Finance has the right to have certain activities carried out by third parties if, in the opinion of More Than Finance, this is desirable with a view to an optimal execution of the assignment for both parties.
4. The laws and regulations to be observed by More Than Finance regarding the execution of the agreement form an integral part of this agreement. The client declares that he will always fully comply with the obligations arising from this for More Than Finance, including the obligations of More Than Finance under the Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft).

Article 6. Remuneration and payment

1. Unless agreed otherwise, the work will be invoiced based on the hourly rate applicable at More Than Finance at the time the work is performed and the number of hours worked on the assignment. The obligation to pay the remuneration is not dependent on whether the intended result of the assignment has been fully achieved.
2. The remuneration will be invoiced to the client on a monthly basis for the preceding month, unless agreed otherwise. More Than Finance is entitled to send invoices electronically.
3. Payment of invoices must be made within 15 days after the invoice date, by depositing the invoiced amount in the bank account indicated by More Than Finance, in the currency in which the invoice was issued.
4. If the client fails to pay an invoice on time, the client will be in default by operation of law, without further notice of default being required. From that moment on, the client owes an interest of 1% per month. The interest on the amount due will be calculated from the moment the client is in default. All (extra)judicial costs incurred by More Than Finance in order to obtain payment, both in and out of court, will be borne by the client from that moment on. In that case, the client owes a compensation of at least 15% of the outstanding amount, with a minimum of €150. Furthermore, More Than Finance is entitled to suspend all activities for the client, including providing information to the client, as long as More Than Finance has not received full payment.
5. More Than Finance is entitled to adjust its rates annually, as of January 1st, in accordance with the price index for commercial services (index 2010 = 100) published by the Central Bureau of Statistics.

Article 7. Commencement, duration, termination, dissolution

1. The agreement shall be entered into for an indefinite period of time, unless it follows from the content, nature or scope of the assignment that it has been entered into for a specific period of time.
2. The principal and More Than Finance may terminate the agreement in writing at any time, subject to a notice period of 3 months, unless reasonableness and fairness oppose termination or termination on such a term.
3. The agreement may be dissolved (intermediately) by both More Than Finance and the principal by registered letter without notice in the event that the other party is unable to meet its obligations, or if a receiver, administrator or liquidator has been appointed, or if the other party has filed for debt relief, or if the other party ceases its activities for any other reason, or if the other party reasonably considers the occurrence of one of the aforementioned circumstances at the other party to be likely, or if a situation has arisen that justifies immediate termination in the interest of the terminating party.
4. In all cases of (intermediate) dissolution, More Than Finance shall retain the right to payment of the fees for services rendered by it up to that point, and More Than Finance shall provide the principal with the provisional results of the work performed up to that point, subject to receipt of payment.
5. If the principal has proceeded to (intermediate) dissolution, More Than Finance shall be entitled to compensation for the loss of occupancy on its part that has arisen and can be demonstrated, as well as for additional costs that More Than Finance has had to incur or will have to incur as a result of the premature termination of the agreement (such as costs related to any subcontracting), unless the dissolution is based on facts and circumstances that are attributable to More Than Finance.
6. If More Than Finance has proceeded to (intermediate) termination or dissolution, the principal shall be entitled to the cooperation of More Than Finance in the transfer of the work to third parties, unless the termination is based on facts and circumstances that are attributable to the principal. To the extent that such transfer of the work entails additional costs for More Than Finance, these shall be charged to the principal.
7. Upon termination of the agreement, each party shall immediately hand over to the other party all goods, items and documents in its possession that belong to the other party.

Article 8. Liability

1. If More Than Finance is liable for any damage, its liability is limited to compensation for direct damage and up to twice the invoice amount (excluding VAT) charged by More Than Finance for its services in connection with that assignment. For assignments with a duration of more than 6 months, the liability is further limited to twice the invoiced amount for the last 6 months (excluding VAT). In any case, More Than Finance’s liability is limited to the actual payment made by its insurer in the event of a claim.
2. More Than Finance is not liable for any damages of any kind resulting from the use of incorrect and/or incomplete information provided by or on behalf of the client.
3. Claims related to alleged liability of More Than Finance must be submitted in writing and with motivation as soon as possible. The right to compensation expires 12 months after the event that directly or indirectly caused the damage.
4. More Than Finance is never liable for indirect damage, including business damage, consequential damage, loss of profits, missed savings, damage due to business interruption, and damage resulting from imposed fines.
5. The limitations of liability for damages set out in these terms and conditions do not apply if the damage is due to intentional or willful recklessness on the part of More Than Finance.

Artikel 9. Indemnification

1. If any third party claims to have suffered damage as a result of the work performed by More Than Finance on behalf of the client, the client shall indemnify More Than Finance against such claims.
2. The client shall provide assistance to More Than Finance both in and out of court if More Than Finance is held liable under the first paragraph of this article, and shall promptly take all necessary measures in that regard. If the client fails to take adequate measures, More Than Finance shall be entitled, without prior notice, to take such measures itself. All costs and damages incurred by More Than Finance and third parties as a result thereof shall be fully borne by the client.

Article 10. Intellectual Property

1. More Than Finance reserves all intellectual property rights that may arise from the work carried out or rest on works of More Than Finance, as well as any powers that may accrue to More Than Finance in this context under the law.
2. All documents possibly provided by More Than Finance are exclusively intended for use within the client’s own organization and may not be reproduced, disclosed or made known to third parties by him without prior permission from More Than Finance, unless otherwise follows from the nature of the documents provided.
3. Without prior written consent from More Than Finance, the client is not permitted to use trademarks, trade names, logos and other indications affixed to More Than Finance’s works that demonstrate More Than Finance’s copyright, by removing or modifying them.
4. More Than Finance is entitled to refer to the client’s company on its website as well as in other (external) communication and media to indicate the expertise and experience of More Than Finance, and to use the trade names, logo, and other trademarks of the client for that purpose.

Article 11. Applicable law and choice of forum

1. Dutch law shall exclusively apply to all agreements between the client and More Than Finance.
2. Disputes shall exclusively be settled by the competent court in Amsterdam, unless a mandatory legal provision prohibits this.
3. These terms and conditions have been deposited with the Chamber of Commerce. The latest deposited version of these terms and conditions or the version that applied at the time of concluding the agreement with More Than Finance shall always apply.

These terms and conditions have been drafted by Confirmo and may not be reproduced or exploited, in whole or in part, without the prior written permission of the copyright owner. For more information, see http://www.confirmo.nl/ Version: January 1, 2020