General Terms & Conditions 1 July 2020
Tax at Work International

Article 1 – General

1. The terms set forth hereunder shall have the following meanings:

• Client: the opposite party of Contractor with regard to a contract within the meaning of Article 2.1;

• Contractor: Tax at Work International B.V., having its registered office at Amsterdam, Condensatorweg 54, also acting under the name Tax at Work.

1.2 All assignments will be accepted and performed exclusively by the Contractor and will not be subject to Sections 7:404 and 7:407(2) of the Dutch Civil Code.

Article 2 – Applicability

2.1 These General Terms and Conditions shall apply to (i) all contracts under which Contractor is obliged to perform services; (ii) all contracts arising there from and/or relating thereto between Client and Contractor or their respective legal successors; and (iii) all offers and/or proposals made by Contractor.

2.2 Any provisions deviating from these General Terms and Conditions will apply only if and insofar as Contractor has expressly confirmed their application to Client, in writing.

2.3 If any clause in these General Terms and Conditions or in the contract is invalid or is held to be invalid, the remainder of the contract shall remain in force to the extent possible and the invalid clause shall be replaced forthwith in consultation between the parties by a clause which reflects the intent of the original clause as closely as possible.

2.4 The clauses in these General Terms and Conditions have also been stipulated on behalf of (i) partners of Contractor; (ii) if and when these partners are legal entities, also on behalf of their directors; (iii) (indirect) shareholders of Contractor ; (iv) all persons employed by or working for Contractor and/or engaged by Contractor in the context of the performance of the assignment. They may invoke these Terms and Conditions vis-à-vis Client.

2.5 Applicability of any purchase conditions or other (general) terms and conditions used by Client are expressly rejected by Contractor.

Article 3 – Data and information

3.1 Contractor shall only be obliged to effect the performance – or further performance – of the assignment if Client has submitted all data and information requested by Contractor and/or all data and information which Client should reasonably understand are required by Contractor for the proper performance of the assignment, on time and in the form and in the manner specified by Contractor. Any additional costs that may arise as a result of the fact that Client has not submitted the required data or information, or has not submitted same on time or properly, will be for Client’s account.

3.2 Client shall be obliged to notify the Contractor forthwith of any facts and circumstances that may be relevant to the performance of the assignment.

3.3 Client guarantees that the data and information provided by or on behalf of it to Contractor will be accurate complete, reliable and lawful, also if such data and information have originated from third parties or have been furnished by third parties on its instructions.

3.4 Client shall be responsible for compliance with the applicable laws and regulations in the field of personal data protection, also in respect of the submission or provision to Contractor of personal data pertaining to personnel, clients or third parties, even if such data have originated from third parties or have been provided by third parties on Client’s instructions. Contractor cannot be held liable for any non-performance or incorrect performance by Client.

Article 4 – Email and internet use

4.1 Client and Contractor may communicate with each other by means of electronic mail (email). However, certain risks are associated with the use of internet and email, such as, but not confined to, distortion, delay, interception, manipulation and viruses. Contractor shall not be liable for any damage that may ensue from the use of internet and/or email.

4.2 In the event of any doubt regarding the content and/or transmission of electronic mail, the data extracts from Contractor’s computer systems will be decisive.

Article 5 – Performance of the assignment

5.1 Contractor shall determine in what manner and by which person/persons the assignment shall be carried out, although it will take account of any wishes stated by Client insofar as possible. If Contractor wishes to engage any third parties for Client’s account for purposes of the assignment’s implementation, it will do so only in consultation with Client.

5.2 Contractor shall perform the work to the best of its ability and with due professional care. However, Contractor cannot guarantee the achievement of any specific intended results.

5.3 The assignment shall be performed subject to the rules of professional conduct ('Reglement Beroepsuitoefening') and the disciplinary rules ('Reglement Tuchtzaken') of theDutch Association of Tax Advisers ('Nederlandse Orde van Belastingadviseurs'). Copies of these rules will be sent to Client on request. Client shall respect any and all obligations arising out of these rules for Contractor and all persons employed by or working for Contractor.

5.4 Dates by which work must be completed shall only be regarded as deadlines whose non-observance constitutes a default ('fatale termijnen') if expressly agreed in writing.

5.5 Client shall not be entitled to rescind the contract if and when an agreed deadline is exceeded, unless:

(i) Contractor also fails to perform its contractual obligations within a reasonable period notified to it in writing upon the lapse of the original deadline; or

(ii ) it is evident that the performance of the contract will be permanently impossible.

Article 6 – Intellectual property rights

6.1 Contractor shall be entitled to any and all intellectual property rights developed or used by it during the performance of the assignment, including any advice, opinions, working methods, (model) contracts, systems, system designs and computer programs, save insofar as third parties are entitled to such intellectual property rights.

6.2 Without prejudice to the provisions of Article 7.3, and without prior written permission by Contractor, Client shall not reproduce, disclose or exploit such intellectual property rights or a recording thereof on any data carrier, either alone or in conjunction with or through the engagement of third parties.

Article 7 – Confidentiality

7.1 Contractor and/or any persons working for/at or affiliated with Contractor shall be obliged to observe confidentiality vis-à-vis third parties of confidential information of Client provided by or on behalf of Client, not including third parties involved in the implementation of the assignment. This obligation shall not apply in the event of a statutory or professional duty to disclose the relevant information or pursuant to a binding decision of a competent court or a public authority or if Client has released Contractor from its obligation to observe confidentiality. This obligation does no longer apply in case the confidential information has been made public, other than as a result of wrongful publication, or in case Contractor was already aware of the confidential information before it was provided to Contractor by or on behalf of Client or in case it was independently developed by Contractor.

7.2 Contractor will only be entitled to use the information made available to it by Client as well as any other data and information of which Contractor has become aware during the implementation of its assignment for the purpose for which these were provided and for the normal business operations of Contractor, which includes any action taken by Contractor or persons affiliated with or working for/at Contractor, on their own behalf, in disciplinary, criminal, civil or administrative law proceedings to which such information may be relevant as well as any measures taken to prevent such proceedings and the provision of such information to its insurers and/or advisors in relation to the professional liability of Contractor.

7.3 Without the express prior written permission of Contractor, Client shall not disclose or make available to third parties in any other way, any report, advice, opinions of or other statements made by Contractor, whether or not in writing, unless (i) such action arises directly from the contract or is effected to obtain an expert opinion on the work performed by Contractor, or (ii) Client has a legal or professional obligation to disclose the data concerned or (iii) Client, or any of its directors or employees, is acting on its own behalf in disciplinary, civil or criminal proceedings.

7.4 Contractor reserves the right to use Clients’ name for promotional activities and references and to reveal the type of services provided to Client and mention specifics about the assignment provided that such specifics have been made public in the media.

Article 8 – Personal data

8.1 Contractor may process personal data pertaining to Client and/or persons affiliated with or working for/at Client (i)in the context of the assignment granted by Client to Contractor; (ii)for purposes of fulfilling any statutory obligations resting with Contractor; (iii) for the

purposes of optimising and/or supporting Contractor's services to the Client; and/or(iv) in

order to be able to approach Client and/or persons working for/at Client with information

and services offered by Contractor and third parties.

8.2 Contractor will process personal data in the context of the activities referred to in

paragraphs 1 and 2 in accordance with the applicable laws and regulations in the field of personal data protection ('Applicable Legislation'), including inter alia the General Data Protection Regulation ('GDPR') and the Dutch GDPR implementation Act.

8.3 Client has an independent duty to comply with the Applicable Legislation. The Client warrants the legitimacy of the provisioning of personal data to Contractor and will comply with the legal requirements with regard to the Client in conformity with the Applicable Legislation, including the requirements to inform data subjects of the provisioning of their personal data to Contractor and the processing thereof by Contractor in accordance with the assignment.

8.4 To the extent it concerns personal data provisioned by Client, Contractor will inform Client of (i) receipt of a request form a data subject wishing to exercise its rights; (ii) the receipt of a complaint or a claim relating to the processing of personal data; and of (iii) becoming aware of a personal data breach, within the meaning of GDPR.

8.6 Upon Contractors request Client will, without undue delay, fully cooperate and provide at information to comply with the Applicable Legislation.

8.7 Client will indemnify Contractor against any and all claims form third parties relating to non-compliance by the Client with Applicable Legislation, including all loss suffered by Contractor and any and all legal costs that Contractor incurs or suffers in connection with any such claim.

Article 9 – Fee

Client shall pay a fee to Contractor and reimburse Contractor for costs (including fees for and costs of third parties engaged by Contractor for Clients’ account) incurred in accordance with Contractor’s usual rates, methods of calculation and working methods. The amount charged by Contractor may deviate from previous estimates and quotes.

Article 10 – Payment

10.1 Payment shall be made in Euros, without any deduction, discount or set-off, by deposit in or transfer to the bank or giro account stated on the invoice, within fourteen (14)days of the invoice date, failing which Client shall be in default. Without prejudice toany other right of Contractor, Contractor is entitled to charge statutory interest (in accordance with article 6:119a of the Dutch Civil Code) as of the due date until the date ofpayment of the full amount due.

10.2 All extra judicial costs incurred by Contractor in connection with the collection of any amounts owed by Client shall be borne by Client.

10.3 All costs incurred by Contractor in connection with legal proceedings against Client shall be borne by Client, also insofar as these costs exceed the legal costs awarded, unless Contractor as the unsuccessful party is ordered to pay the legal costs.

10.4 Contractor reserves the right to request Client to provide for full or partial payment in advance and/or to provide security even during the performance of an assignment, if the financial position or the payment behaviour of Client so warrants in the opinion of Contractor, failing which Contractor shall be entitled to suspend the performance of its obligations.

10.5 If several Clients have jointly awarded an assignment to Contractor, Clients will be jointly and severally liable for payment of the invoice amount to the extent that the services of the assignment were performed for the Clients jointly. 10.6 In case it has been agreed that the assignment will be completed in multiple successive phases, Contractor is entitled postpone the commencement of the next phase until Client has accepted the services performed by Contractor in the previous phase and the amounts charged by Contractor for it have been paid in full by Client.

Article 11 – Complaints

11.1 Contractor must be informed in writing of any complaints concerning work performed or fees charged within thirty (30) days of the date of dispatch of the documents or information on which such complaints are based or, in case Client shall prove that it could not reasonably have discovered the shortcoming earlier, within thirty (30) days after discovery thereof, failing which Client shall forfeit any and all claims relating thereto.

11.2 A complaint shall not entitle Client to suspend its payment obligations, unless Contractor has informed Client that it considers the complaint to be justified.

11.3 In the event of a justified complaint Contractor shall have the right, at its own discretion, either to adapt the fees charged, rectify the shortcoming free of charge, again perform the assignment concerned, or to cancel the performance of the assignment, in part or in full, a proportional refund of fees paid by Client.

Article 12 – Liability

12.1 Contractor shall be liable towards Client if Client can demonstrate that it has suffered loss as a result of a material error in the performance of the assignment on the part of Contractor insofar as such error consists in a failure to exercise the due care and expertise which may be expected with regard to the performance of the assignment.

12.2 Contractor’s liability for such material error in the performance of the assignment on the part of Contractor shall be limited to the amount that is paid out by Contractor’s liability insurers in respect of that particular case, increased by the amount of the own risk which is not for the risk of the insurers according to the policy conditions. If and to the extent that, for whatever reason, no such payment is made by the Contractor’s liability insurers, any liability shall be limited to three times the amount (exclusive of VAT)as paid by the Client to Contractor in the concerning case and in the concerning calendar year, subject to a maximum amount of five hundred thousand Euros (EUR 500,000). This limitation of liability will apply in full in the event of liability towards a number of joint Clients concerning the same assignment.

12.3 The limitations of Contractor’s liability as described in the second paragraph shall not apply insofar as the damage has resulted from a wilful misconduct or gross negligence on Contractor’s part.

12.4 However, Contractor shall not be liable for:

• any damage incurred by Client or third parties as the result of the provision of incorrect or incomplete data or information by Client to Contractor or as the result of any other act or omission on Client’s part;

• any damage incurred by Client or third parties as the result of an act or omission on the part of any auxiliary persons ('hulppersonen') engaged by or at the request of Client (not including employees of Contractor and members of the Network);

• any indirect damage, special damage or consequential damage incurred by Client or third parties (including but not limited to lost profit, lost savings or loss due to business interruption).

12.5 The limitations of liability of this article 12 apply to Contractor and the persons, both individually and jointly, involved in the assignment. 12.6 Client shall hold harmless and indemnify Contractor against all claims from third parties, including but not limited to shareholders, directors, supervisory directors and employees of Client as well as affiliated legal entities and companies and third parties involved in the organisation of Client, arising from or in connection with the work performed by Contractor for Client, unless such claims are due to gross negligence or wilful misconduct on the part of Contractor. This indemnification also covers all costs involved in setting up a defence against such claims.

Article 13 - Anti-Money Laundering and Anti-Terrorism Financing Act

13.1 Under the Anti-Money Laundering and Anti- Terrorism Financing Act ('Wwft'), Contractor is obliged to report unusual transactions to the financial intelligence unit of the Netherlands (FIU Netherlands).

13.2 Contractor may be required under Wwft to identify the Client and verify such identification. Client shall always and fully cooperate in the manner prescribed in the Wwft. Contractor will record and retain the required data in accordance with the Wwft and applicable laws and regulations in the field of personal data protection.

13.3 The obligation of information under the Wwft prevails over the obligation of confidentiality of the Contractor.

Article 14 – Expiration

Unless these General Terms and Conditions provide otherwise, any and all claims of Client against Contractor in connection with its performance of the assignment, regardless of their nature, shall expire one year after the date Client has become aware or could reasonably have become aware of the existence of such claim.

Article 15 – Continued effect

All rights and obligations in connection with the assignment that by their purport are intended to continue in force after the termination of the assignment, will remain in full force between Contractor and Client after the assignment has ended.

Article 16 – Termination

16.1 Both Client and Contractor may terminate ('opzeggen') the assignment by thirty (30) days written notice of termination. In the event of Client terminating the assignment as referred to in the preceding sentence, Client is obliged to reimburse Contractor all the losses and costs suffered and incurred by Contractor, including but not limited to all the costs incurred and investments made and capacity lost by Contractor in respect of the assignment and the (future) performance of it.

16.2 Contractor may furthermore terminate ('opzeggen') the assignment by written notice with immediate effect in the event of unforeseen circumstances (within the meaning of section 6:258 of the Dutch Civil Code).

16.3 In case of a termination on the basis of article 16 (1) or (2) Contractor reserves the right for payment of the amounts charged by Contractor for the performance of assignments already performed and any performance of assignments to be performed by mutual agreement. All amounts due by Client in relation to the performance of the assignment becomes due in full, with immediate effect as soon as the assignment is terminated.

Article 17 – Choice of law, disputes

17.1 All contracts between Client and Contractor shall be exclusively governed by Dutch law. All Disputes shall fall under the exclusive jurisdiction of the competent court in the district in which the registered office of Contractor is situated.

17.2 Notwithstanding the provisions of Article 18.1, Client and Contractor may choose a different manner of dispute settlement.

17.3 The United Nations Convention on Contracts for the International Sale of Goods with regard to Movable Property (‘the Vienna Sales Convention’) does not apply.