GENERAL TERMS AND CONDITIONS OF BOUMAN

BEDRIJFSADVISERING B.V.

GENERAL

Article 1

In these General Terms and Conditions, the following terms are defined as:

Contractor Bouman

Bedrijfsadvisering B.V., a private limited liability company under Dutch law, with its statutory seat in Amsterdam and its office located at Nieuwe Steen 34, 1625 HV in Hoorn.

Client

The natural or legal person who has given the Contractor the Assignment to perform work.

Assignment or Agreement

The service agreement whereby the Contractor commits to provide services to the Client. This includes additional assignments and followup assignments.

Documents

All documents or data carriers provided by the Client to the Contractor as well as all documents or data carriers produced by the Contractor in the execution of the Assignment.

General Terms and Conditions

The current General Terms and Conditions of the Contractor, which may be amended from time to time and apply to the Client.

APPLICABILITY

Article 2

1. These General Terms and Conditions apply to every Assignment or Agreement between the Client and the Contractor. The General Terms and Conditions also apply to work performed by employees, affiliated (legal) persons, or third parties engaged by the Contractor.

2. Deviations from these General Terms and Conditions are only valid if and to the extent they have been agreed upon in writing between the Client and the Contractor.

3. Any General Terms and Conditions of the Client do not apply to the Agreement(s) with the Contractor. Their applicability is expressly rejected by the Contractor.

4. If any provision of these General Terms and Conditions or the Agreement is null and void or is annulled, the Agreement shall remain in effect for the rest, and the provision in question shall be replaced by a provision that approximates the original provision as closely as possible in consultation between the parties.

5. The Contractor has the right to unilaterally amend the General Terms and Conditions. The Contractor will inform the Client about this via email or through the website of Bouman Bedrijfsadvisering.

The Client has the right to terminate the Agreement in writing if the Client does not agree with the amendment of the General Terms and Conditions within 30 days after the Client has become or could have become aware of the amendment of the General Terms and Conditions, but only if the amendment significantly increases the obligations arising from the Agreement for the Client.6. If the Client has been informed or could have been informed of the amended General Terms and Conditions and continues to use the services of the Contractor (within the aforementioned 30 days), it is assumed that the Client agrees with the amended General Terms and Conditions.

COMMENCEMENT AND DURATION OF THE AGREEMENT

Article 3

1. The Agreement is formed by the General Terms and Conditions together with the engagement letter, which is established and generally commences at the moment the signed engagement letter by the Client is received by the Contractor. The confirmation is based on the information provided by the Client to the Contractor at that time. The confirmation is deemed to correctly and fully reflect the Agreement.

2. If the Agreement has been entered into orally or if the signed engagement letter has not (yet) been received, the Agreement is deemed to have been established under the applicability of these General Terms and Conditions at the moment the Contractor has started executing the Assignment at the request of the Client.

3. The Agreement replaces and supersedes all previous proposals, correspondence, agreements, or other communications made in writing or orally.

4. The parties are free to prove the confirmation of the Assignement by other means.

5. Each Agreement is entered into for an indefinite period unless the nature or purpose of the Assignment indicates that it has been entered into for a definite period.

COOPERATION OF THE CLIENT

Article 4

1. The Client is obliged to provide all data and documents on time to the Contractor, which the Contractor requires, in its judgment, for the correct execution of the Assignment or Agreement, in the desired form and manner set by the Contractor,

2. The Contractor has the right to suspend the execution of the Agreement until the Client has fulfilled the obligation mentioned in the previous paragraph.

3. The Client is obliged to inform the Contractor without delay of facts and circumstances that may be relevant to the execution of the Agreement.

4. The Client is responsible for the accuracy, completeness, and reliability of the data and documents provided by or on behalf of him/her to the Contractor, even if they originate from third parties.

5. The Client is responsible for complying with the applicable (privacy) laws and regulations.

6. The extra costs and additional fees resulting from delays in the execution of the Agreement caused by the failure, untimeliness, or improper provision of the requested data are at the expense of the Client.

EXECUTION OF THE ASSIGNMENT

Article 5

1. The Contractor determines the manner and by which persons working for or associated with the Contractor shall execute the Agreement, taking into account as much as possible the wishes made known by the Client.

2. All services performed by the Contractor is carried out to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. Regarding the intended services, there is an obligation of effort on the part of the Contractor. The Contractor may reasonably perform more or other work than what was assigned if it deems it necessary for the proper execution of the Assignment. However, it is not obligated to do so.

3. The Client is responsible for both the accuracy and completeness of the documents and/or information provided to the Contractor. The work is carried out based on the data provided by theClient. The Contractor does not perform work applicable to audit or review assignments of annual accounts.

4. The execution of the Agreement is not specifically aimed at detecting fraud, unless explicitly stated otherwise in writing. The primary responsibility for preventing and detecting fraud and inaccuracies lies with the Client. If the work provides indications of fraud, the Contractor will report this to the Client. The Contractor is bound by the applicable laws and regulations.

5. The Contractor has the right to engage a (legal) person or third party designated by the Contractor to execute the Assignment or Agreement. The Contractor is obliged to impose the obligations it has towards the Client in writing on the (legal) person or third party it engages.

6. The Contractor and persons working at/for or associated with the Contractor shall execute the Assignment or Agreement in accordance with the laws and regulations applicable to them.

7. Any terms specified in the Agreement within which the work must be carried out are only an estimation and not fatal terms. Exceeding such a term does not constitute an attributable failure of the Contractor and, therefore, is not a ground for terminating the Agreement. If the Client owes an advance payment or must provide information and/or documents required for the execution, the term within which the work must be completed does not start until the payment has been fully received or the information and/or documents have been fully provided. The Agreement cannot be terminated by the Client due to the exceeding of a term unless execution is undoubtedly permanently impossible. Termination is allowed in accordance with the provisions of Article 6:265 et seq. of the Dutch Civil Code.

8. The Contractor annually requests an extension from the Tax Authorities regarding income tax and/or corporate tax returns on behalf of the Client in accordance with the tax consultants' extension scheme. If the Client has to pay tax interest because the Contractor has used the extension scheme, the Client cannot claim this tax interest from the Contractor. Tax interest can be avoided if the Client increases the provisional assessment for the financial year.

9. The Client also cannot claim tax interest from the Contractor to be paid on other assessments which are not mentioned in the previous paragraph.

CONFIDENTIALITY

Article 6

1. Unless any law, regulation, or other rule obliges the Contractor otherwise, the Contractor and the persons working for or associated with it are obliged to maintain confidentiality towards third parties, which does not include an affiliated company of the Contractor, regarding confidential information obtained from the Client. The Client may grant exemption from this obligation.

2. Not deemed to be in conflict with the provisions of Article 6, the Contractor is entitled to mention the work performed in general terms to (potential) clients of the Contractor solely to indicate the Contractor's experience. The Contractor is also entitled to use the numerical results obtained after processing for statistical or comparative purposes, provided they cannot be traced back to the Client.

3. Except with the Client's written permission, the Contractor is not entitled to use the confidential information provided to it by the Client for purposes other than those for which it was obtained. However, an exception is made in the event that the Contractor or the persons working for or associated with it are obliged by law and regulations to disclose such information.

4. Without the express prior written consent of the Contractor, the Client is not permitted to disclose or otherwise make available to third parties the content of advice, opinions, or other written or oral expressions of the Contractor, except insofar as this directly arises from the Agreement, is done to obtain an expert opinion regarding the relevant work of the Contractor, is required by law or professional duty, or the Client is acting on its behalf in a disciplinary, civil, or criminal procedure.

5. The Client is aware that in certain cases, the Contractor is obliged under (inter)national laws and regulations to disclose confidential information of the Client. Where necessary, the Client hereby grants permission to and cooperates with the disclosure of this information. This includes, but is not limited to:

• Reporting certain transactions described in the laws and regulations and becoming

  known during the execution of the Assignment to the authorities established for

  this purpose by the government;

• Reporting fraud;

• The obligation to conduct research into the (identity of) the Client.

6. The Contractor excludes any liability for damages incurred by the Client as a result of the Contractor's compliance with the laws and regulations applicable to it.

7. The Client and the Contractor will impose their obligations under these General Terms and Conditions on any third party(ies) they engage.

RISK OF INFORMATION STORAGE

Article 7

1. The Contractor is obliged to take care of the careful storage of documents and information received from the Client. Unless proven otherwise, the Contractor is presumed to have fulfilled this obligation.

2. Except for an attributable shortcoming on the part of the Contractor, the risk of damage to or loss of documents and/or information stored with the Contractor or third parties is expressly borne by the Client.

PRIVACY

Article 8

If and to the extent that the Contractor processes personal data of natural persons, such processing is carried out in compliance with the applicable laws and regulations, such as the provisions of the General Data Protection Regulation (GDPR) as of May 25, 2018, including the implementation law of this regulation, as well as the (processing) agreements that Bouman Bedrijfsadvisering has entered into with clients, suppliers, and relations. The Contractor's privacy statement is/is published on the Contractor's website.

INTERNET USAGE

Article 9

During the execution of the Assignment, the Client and the Contractor may communicate with each other via electronic mail. Both the Contractor and the Client acknowledge that the use of electronic mail carries risks. The Client and the Contractor hereby agree not to be liable to each other for damages that may arise for either of them as a result of the use of electronic mail. Both the Client and the Contractor will do or refrain from doing everything that can reasonably be expected of them to prevent the occurrence of the aforementioned risks.

INTELLECTUAL PROPERTY

Article 10

1. The Contractor reserves all intellectual property rights concerning the products/documents that the Contractor uses or has used and/or developed in the context of the execution of the Agreement and with regard to which the Contractor has or can assert copyrights or other intellectual property rights.

2. The Client is expressly prohibited from providing, reproducing, publishing, or exploiting the products/documents mentioned in Article 10 paragraph 1 to third parties, whether or not with the involvement of third parties.

3. Article 6 (Confidentiality) of these General Terms and Conditions also applies to all intellectual property rights of the Contractor.FEE

Article 11

1. The Contractor's fee may consist of a fixed amount per Agreement, or the fee will be calculated based on the number of hours worked multiplied by the hourly rate applicable at the time of the execution of the work. The hourly rate is in line with the level of responsibility, experience, and competence of the person actually performing the Assignment.

2. If a fixed amount per Agreement has been agreed upon, the Contractor is entitled to charge an additional rate per time unit worked if and insofar as the work exceeds the work provided for in the Agreement, which the Client is then also liable to pay.

3. The Contractor's fee, if necessary, increased by expenses and third-party declarations, including any VAT due, will be invoiced to the Client per month, per quarter, per year, or after the completion of the work.

4. The Contractor has the right to request a reasonably determined advance payment from the Client for the work to be performed. The Contractor may make this request before starting the work or make such a request to the Client in the meantime. The Contractor will only perform the agreed work (further) after payment of the advance or providing security.

5. The Contractor's fee is not dependent on the outcome of the work performed.

6. If hourly rates and/or prices change three months after the Agreement is concluded but before the Assignment is fully executed, the Contractor is entitled to adjust the agreed rate unless the Client and the Contractor have agreed otherwise.

PAYMENT

Article 12

1. Payment of the invoice amount by the Client must be made within the established terms in euros by deposit to an account(s) designated by the Contractor without any right to discount or set-off. Any objections from the Client to the amount of the invoices do not suspend the Client's payment obligation.

2. If the Client has not paid within the established term, the Client is in default by operation of law, and the Contractor has the right, without further notice or demand being required, to charge the Client statutory interest on the invoiced amount from the due date until full payment, without prejudice to the Contractor's further rights.

3. All costs arising from judicial or extrajudicial collection of the claim are borne by the Client, even if these costs exceed the judicial process costs. The extrajudicial costs are set at a minimum of 15% of the amount to be claimed, with a minimum of €250.

4. If the financial position or payment behavior of the Client, in the opinion of the Contractor, gives reason to do so, the Contractor is entitled to demand that the Client provides (additional) security in a form to be determined by the Contractor. If the Client fails to provide the requested security, the Contractor is entitled, without prejudice to its other rights, to immediately suspend further execution of the Assignment or Agreement, and all that the Client owes to the Contractor, for any reason, becomes immediately due and payable.

5. In the case of a jointly given Assignment, the Clients are jointly and severally liable for the payment of the full invoice amount, insofar as the work is performed for the benefit of the joint Clients.

FORCE MAJEURE

Article 13

1. If the Contractor cannot, cannot timely, or cannot properly fulfill its obligations under the Agreement due to a cause not attributable to it, those obligations are suspended until the Contractor can fulfill them in the agreed manner.

2. The Client has the right, in the event of the situation referred to in the first paragraph, to terminate the Agreement in whole or in part with immediate effect in writing.

LIABILITY AND INDEMNITY

Article 14

1. The Contractor is only liable for damage to the Client that is the direct result of an attributable shortcoming of the Contractor in fulfilling the obligations under the Agreement. The liability of the Contractor is limited to the agreed annual amount with the Client for the respective year in which the damage occurred. If the Contractor is insured for the direct damage suffered by the Client, the Contractor's liability is limited to the amount that the Contractor's insurer is willing to pay out. The above is excepted in case of intent or gross negligence on the part of the Contractor.

2. The Client must notify the Contractor in writing and inform the Contractor of its liability for the damage suffered, including the reasons for this. Furthermore, the Contractor must be given a reasonable period to respond or seek a solution. The Contractor always has the right, if and insofar as possible, to undo or limit the Client's damage by repair or improvement of the delivered performance, to which the Client will provide all cooperation.

3. The Contractor is not liable for:

• (In)direct damage suffered by the use of the Contractor's services;

• Damage resulting from the fact that the Contractor cannot, cannot timely, or cannot

  properly fulfill its obligations under the Agreement due to a cause not attributable to

  the Contractor (force majeure);

• Damage incurred by the Client or third parties that results from the provision of

  incorrect or incomplete data or information by the Client to the Contractor or otherwise results from an act or omission of the Client;

• Damage incurred by the Client or third parties resulting from an act or omission of

  (legal) persons or third parties engaged by the Contractor. The Contractor stipulates all legal and contractual rights that can be invoked to avert its own liability also on behalf of all those involved in the execution of the Agreement;

• Damage or loss of Documents during transport or during shipment by post,

  regardless of whether the transport or shipment is carried out by or on behalf of the

  Client, the Contractor, or third parties.

4. The Client indemnifies the Contractor against all claims from third parties. The Client specifically indemnifies the Contractor against claims from third parties for damages caused because the Client provided incorrect or incomplete information to the Contractor unless the Client demonstrates that the damage is not related to culpable acts or omissions on its part or was caused by intent or gross negligence of the Contractor.

5. The Client indemnifies the Contractor against all possible claims from third parties in case the Contractor is forced by law and regulations to return the Assignment and/or is forced to cooperate with (government) authorities entitled to receive information, requested or unrequested, that the Contractor has received from the Client or third parties in the execution of the Assignment.

6. Unless explicitly stated otherwise in the Agreement, no investment advice is provided by the Contractor, which also means that statements made by the Contractor regarding any organization cannot be interpreted as investment advice.

EXPIRATION PERIOD

Article 15

Unless otherwise stipulated in the Agreement, the Client's rights and other powers against the Contractor in any case expire one year after the occurrence of a fact that allows the Client to exercise these rights and/or powers against the Contractor.

TERMINATION

Article 16

1. The Client and the Contractor can terminate the Agreement at any time with immediate effect. If the Agreement ends before the Assignment is completed, the Client must compensate the Contractor for the fee and costs (disbursements) for the work performed by the Contractor up to the termination. The Contractor's fee is notdependent on the outcome of the work performed. Additionally, the Contractor is entitled to charge for any damage it has directly suffered as a result of the termination by the Client.

2. Termination must be communicated to the other party in writing.

3. The costs arising from work related to the termination of the Agreement by the Client will be charged to the Client.

RIGHT OF SUSPENSION

Article 17

The Contractor is entitled to suspend the fulfillment of all its obligations, including the delivery of Documents or other items to the Client or third parties, until all due claims against the Client have been fully satisfied.

JOINT AND SEVERAL LIABILITY

Article 18

If the Contractor performs services for (legal) persons belonging to a group or a partnership, all (legal) persons belonging to that group or partnership are jointly and severally liable to the Contractor for the payment of each other's respective invoices from the Contractor, except to the extent that it is known or should be clear to the Contractor that such (legal) persons are entirely outside the performed by it and likewise cannot have any substantial influence on the policy concerning the entire group or partnership.

APPLICABLE LAW AND CHOICE OF FORUM

Article 19

1. All Assignments or Agreements between the Client and the Contractor to which these General Terms and Conditions apply are governed by Dutch law.

2. All disputes related to Assignments or Agreements between the Client and the Contractor to which these conditions apply and which do not fall under the jurisdiction of the subdistrict court are settled by the competent court in the district where the Contractor is domiciled.

3. In deviation from the provisions of paragraph 2, the Client and the Contractor may choose another method of dispute resolution.

The General Terms and Conditions were last amended on July 4, 2022.