General terms and conditions

Article 1 General

In these Terms and Conditions, the following definitions shall apply: 

- client: the party placing the order; 

- Contractor: TIC Advisory B.V. (&TransactionServices is the trade name of TIC Advisory B.V.); 

- work: all work for which an order has been given or which is performed or should be performed by the contractor on any other account directly related to the order, all this in the broadest sense of the word and in any case including the work as stated in the order confirmation; 

- target: the company or companies identified in the engagement agreement as being the company or entity on which it has been agreed to report; 

- seller: the entity identified in the contract of assignment as the seller of the target; 

- professional: the person employed by or otherwise working for the contractor, who performs the assigned professional activities for the contractor. All clauses in these General Terms and Conditions are made for the benefit of all practitioners and/or authorised persons including the management of the contractor, as well as the directors of the practice companies and all those working for the contractor; 

- agreement: the assignment agreement under which the contractor undertakes to perform work vis-à-vis the customer; 

All assignments shall, setting aside Sections 404 and 407(2) and 409 of Book 7 of the Dutch Civil Code, be accepted and carried out exclusively by the contractor. The management of the contractor and/or directors of the practice companies and/or authorised representatives, as well as those working for or on behalf of the contractor, whether in employment or otherwise, are not personally bound or liable. The assignment shall not terminate by their death, even if the assignment was granted with a view to a specific person. 

Article 2 Applicability 

1. These General Terms and Conditions shall apply to all legal relationships between the customer and the contractor, subject to amendments to these General Terms and Conditions which must be explicitly confirmed by both parties in writing. 

2. These General Terms and Conditions also apply to the client's affiliated company(ies) and/or (natural) person(s) for whom the assignment is actually performed. The (legal) contractor is responsible for providing these General Terms and Conditions to its affiliated company(ies) and/or (natural) person(s) when the assignment is actually performed for these parties. 

3. The behavioural and professional rules of the contractor form part of the agreement. The client declares that he will always fully respect the obligations arising therefrom for the contractor. 

4. Standard terms and conditions used by the client shall not apply unless expressly accepted by the contractor in writing. 5. These General Terms and Conditions also apply to additional assignments and follow-up assignments. 

Article 3 Conclusion of the agreement 

1. All offers made by the contractor shall be free of obligation and made exclusive of VAT. Quotations shall always only give an indication of the fee to be charged, based on an estimate of the time to be spent and which estimate, unless the contrary is evident, is made on the assumption that the information provided by the client is correct and complete in terms of content. 

2. The agreement is concluded when the order confirmation signed by the contractor and the client is received back by the contractor. The order confirmation is based on the information provided by the Client to the Commissionee at that time. The order confirmation is deemed to represent the agreement accurately and in full. 

3. The parties are free to prove that the agreement was concluded by other means. 

4. If the order is given verbally, or if the order confirmation has not yet been signed and returned, the order will be deemed to have been concluded under the applicability of these General Terms and Conditions at the time the contracted party commenced execution of the order at the client's request. 

5. The agreement shall be entered into for a definite period unless it follows from the content, nature or tenor of the assignment granted that it has been entered into for an indefinite period. 6. Each agreement shall be concluded under the suspensive conditions that the client's creditworthiness has been sufficiently demonstrated and/or guaranteed. 

Article 4 Provision of information by the client 

1. The customer will be obliged to make available in good time, in the desired form and in the desired manner, all information and documents, whether or not to be provided by third parties (including target), which the contracted party considers necessary for the correct execution of the granted order. Unless the content of the agreement dictates otherwise, the contractor is not obliged to conduct a targeted investigation into the accuracy and completeness of the information provided to him, whether or not by third parties. 

2. The client guarantees the accuracy, completeness and reliability of the data and documents made available to the contractor, even if they originate from third parties, insofar as the nature of the order does not dictate otherwise. 

3. With regard to the information provided to the Contractor, regardless of its origin, the Contractor shall not conduct an audit, nor a compilation or assessment assignment. Furthermore, no verification shall be carried out by the contractor and no opinion shall be expressed on the target's system of internal control measures. 

4. If and insofar as the client so requests, the documents made available by the client shall be returned to him. 

5. The additional costs and additional fees resulting from the delay in the execution of the order, caused by failure to make the requested information and documents available, or failure to do so on time or properly, shall be borne by the client. 

Article 5 Execution of the assignment 

1. The contractor shall determine the manner in which and by which person the granted order shall be carried out. 

2. The contractor may only perform and charge the customer for more work than that for which the order was given, if the customer has given his prior consent, unless this work falls within the contractor's duty of care. 

3. The use of titles by those charged with or engaged to carry out the engagement shall serve only to indicate the expertise of the persons concerned. Persons bearing the title of Registered Accountant (RA) or Accountant-Administration Consultant (AA) shall not act as (auditing) accountants. The figures provided by them have not been audited, unless it is expressly expressed in writing that an investigation into the truthfulness of the relevant accounts has been carried out. 

4. The client is obliged to inform the contractor as soon as possible of facts and circumstances that may be relevant in connection with the correct execution of the order. 

5. If the client wishes to involve third parties in the execution of the order, he shall only do so after having reached agreement thereon with the contractor. The provisions of the previous sentence apply mutatis mutandis to the contractor. 

6. The contractor shall exercise due care when engaging a third party and shall consult with the client in selecting this third party as much as is customary or reasonable in the relationship to the client. The contractor is authorised to accept terms and conditions applicable in the relationship between it and the third party or stipulated by the third party. 

7. The services to be provided by the contractor shall be carried out to the best of his knowledge and in accordance with the requirements of good workmanship. 

8. With regard to work aimed at achieving a certain (financial) end result, the Contractor's obligation to use his best efforts shall apply exclusively. 

9. The provision of legal advice, issuing legal opinions, performing legal due diligence work and/or legally assessing information received do not form part of the assignment. If, at the request of the Client, the Contractor provides comments on documents (such as letters of intent, purchase agreements), such comments shall relate exclusively to that to which the assignment to the Contractor relates and the Contractor's comments shall not relate to the legal aspects and/or the legally most correct wording in such documents. It is not part of the Contractor's expertise to express its comments in a legally correct manner in documents; the Client should consult its legal advisers for this purpose. 

10. To the extent that the Contractor's work under the Agreement would include consideration of forward-looking financial information, the Contractor's work shall be limited to commenting on the assumptions and premise of the aforementioned information, but shall not involve any audit or review of forward-looking financial information. 

11. The contractor does not give an opinion on whether it is desirable for the client to enter into a transaction in respect of target. Such judgment is reserved for the client, who should base that judgment on more information than just the reporting by the contractor. 

12. Findings and communications by the contractor, in any form whatsoever (such as, for example, but not limited to e-mail messages, letters, presentations, draft reports, schedules and spreadsheets), provided to the client as part of the preparation of the final report, are provisional in nature and do not bind the contractor. 

Article 6 Confidentiality and publicity 

1. Subject to an obligation to disclose pursuant to any provision of law, (professional) rule, (European) directive and/or other regulation or in the event the contractor acts for itself and/or for persons affiliated with or working for the contractor in disciplinary, civil, administrative or criminal proceedings in which such information may be of interest, the contractor shall be obliged to maintain confidentiality vis-à-vis third parties and the contractor shall not be entitled to use the information made available to it by the client for any other purpose than that for which it was obtained. 

2. Unless prior written permission has been granted by the contractor, the client will not disclose the contents of reports, advice or other statements by the contractor, written or otherwise, that have not been drawn up or made with the aim of providing third parties with the information contained therein. The client will also ensure that third parties cannot take cognisance of the contents referred to in the previous sentence. 

3. The contractor shall impose its obligations under this article on third parties it engages. 

4. This provision does not prevent confidential collegial consultation or professional review, insofar as the contractor deems this necessary within the framework of the requirements of good workmanship and/or careful execution of the order. The Commissionee shall ensure that confidentiality is maintained in this respect too, in particular also with regard to expert third parties engaged by the Commissionee, whether or not within its own organisation. 

5. Not contrary to the provisions of Article 6.1, anonymous use of data relating to the main features of the work performed for the benefit of (potential) customers of the contractor, which have been edited in such a way that they serve only as an indication of the experience of the contractor, shall be deemed to be anonymous. 

Article 7 Intellectual property 

1. The contractor reserves all rights regarding products of the mind which he uses or has used in the context of the execution of the client's order, insofar as they arise from the law. 

2. The client is explicitly forbidden to duplicate, disclose or exploit those products, including spreadsheet models, computer programmes, system designs, working methods, advice, (model) contracts and other intellectual products of the contractor, all in the broadest sense of the word, with or without the involvement of third parties. Publication may therefore only take place with the consent of the contracted party. The Commissionee shall, of course, be entitled to reproduce the documents for use within its own organisation, insofar as this is in keeping with the purpose of the assignment. In the event of interim termination, the foregoing provisions shall remain in full force and effect. 

3. The customer shall not be permitted to make resources of those products available to third parties, other than to obtain an expert opinion on the work of the contractor. 

Article 8 Fee 

1. If the parties have not agreed otherwise in writing, the contractor's fee will be determined on the basis of an hourly rate, multiplied by the number of hours worked, plus disbursements and VAT. The contractor's fee shall not depend on the outcome of the assignment granted. 

2. The Contractor reserves the right to adjust agreed hourly rates annually as of 1 January. 

3. Insofar as a fixed price has been agreed for the provision of certain services and the provision of the services leads to extra work or performance that cannot reasonably be deemed to be included in the fixed price, the contractor shall inform the client in good time of the financial consequences of that extra work or performance. If the financial consequences entail a substantial exceeding of the fixed price, the General terms and conditions TIC Advisory B.V. (trade name &TransactionServices) 

General terms and conditions 30 April 2026 Version 2.0 

client has the right to dissolve the agreement, provided the client has given notice within fourteen days of the above written notification. 

4. The contractor's fee, if necessary plus advances and invoices from third parties called in, will be charged to the client periodically, usually per month, per quarter, per year or after completion of the work. VAT will be charged separately on all amounts payable by the client to the contractor. 

5. The Commissionee shall be entitled to require the payment of an advance or other security in connection with fees and disbursements which may become due from the Client, or expenses to be incurred on his behalf, before the Commissionee commences or continues the assigned Work. Any advance payments shall be set off against the (final) invoice. 

Article 9 Payment 

1. Payment by the customer must be made, without deduction, discount or set-off, within the agreed terms, but in no event later than thirty days after the invoice date. Payment must be made in Euros by means of transfer to a bank account designated by the contractor. 

2. If the client fails to pay within the period referred to under 9.1, the contracted party will be entitled, after having given the client one reminder to pay, without further notice of default and without prejudice to the contracted party's other rights, to charge the client the statutory commercial late payment interest from the due date until the date of full payment. The client shall not be permitted, for whatever reason, to invoke suspension or set-off against the contractor's outstanding invoices. 3. In the event of late payment, the contractor shall be entitled to suspend performance of the work without this leading to any liability for damages on the part of the contractor. 

4. If no payment is made after the payment period has elapsed and the contractor is compelled to take collection measures, the client will owe extrajudicial collection costs amounting to 15% of the amount due, with a minimum of €125.00, or at least the amount that the court will determine on the basis of the extrajudicial collection costs scheme applicable at that time. If the Contractor - after notice to that effect - has to take collection measures, the Principal will be obliged to pay, in addition to the principal and interest owed, all actual judicial and extrajudicial costs (i.e. not only the so-called liquidated costs) related to the relevant measures and proceedings, including the number of hours involved in said collection measures at an hourly rate as referred to in Article 8. 

5. If, in the opinion of the contractor, the client's financial position or payment record gives cause to do so, the contractor shall be entitled to demand that the client immediately furnish (additional) security in a form to be determined by the contractor. If the client fails to provide the required security, the contracted party will be entitled, without prejudice to its other rights, to immediately suspend the further execution of the work and all that the client owes the contracted party for whatever reason will be immediately due and payable. 

6. In the event of a jointly awarded order, clients are jointly and severally liable for payment of the invoice amount insofar as the work has been performed on behalf of the joint clients. 

Article 10 Complaints 

1. The client may no longer invoke a defect or shortcoming in the execution of an order attributable to the contractor if he has not reported the defect to the contractor in writing within sixty days after he has discovered or could reasonably have discovered the defect, and in any case no longer after one year has elapsed since the act or omission from which the defect arose. 

2. Complaints as referred to in the first paragraph shall not suspend the client's payment obligation. 

3. In the event of a justified complaint, the contractor shall have the choice between adjusting the fee charged, improving or redoing the rejected work free of charge or not (or no longer) carrying out the order in full or in part against a proportionate refund of fees already paid by the client. 

4. In the event of a complaint about the contractor's services, the client will submit it to the adviser handling it. If this does not lead to a satisfactory solution for the complainant, at his request another advisor of the contractor will be appointed to act as complaints officer in order to investigate and, if possible, mediate in the complaint. Insofar as a complainant wishes to address a complaint officer directly, he may make this known. If, in the opinion of the client and the contractor, this is desirable, the parties will initially try to reach a simple dispute settlement that provides for arbitration or binding advice. 

Article 11 Delivery period 

1. If the customer owes an advance payment or has to provide information and/or materials required for the execution, the period within which the work must be completed shall not commence until payment has been received in full or the information and/or materials have been provided in full, respectively. 

2. Deadlines by which the work must be completed shall only be regarded as deadlines if expressly agreed. 

3. Unless performance is undoubtedly permanently impossible, the agreement cannot be dissolved by the customer on account of failure to meet a deadline, unless the contractor also fails to perform the agreement, or fails to perform it in full, within a reasonable period notified to him in writing after expiry of the agreed delivery period. Dissolution shall then be permitted in accordance with Article 265 Book 6 of the Civil Code. 

Article 12 Termination/dissolution 

1. The client and the contractor may terminate the agreement, insofar as it has been entered into for an indefinite period, at any time. 

2. Notice of termination must be given to the other party in writing. 

3. If and insofar as the contractor terminates the agreement between the customer and the contractor by giving notice, he shall be obliged to inform the customer of the reasons underlying the termination and to do everything the circumstances demand in the interest of the other party. 

4. In the event that the customer terminates the agreement prematurely, the customer shall be obliged to compensate all damage and costs on the part of the contractor. Such damages and costs shall in any case include, but not be limited to, all costs incurred by the contractor in connection with the agreement and the (future) work, investments made, loss of capacity, as well as additional costs which the contractor must reasonably incur as a result of the premature termination of the agreement (such as, inter alia, costs relating to subcontracting), unless the termination is based on facts and circumstances attributable to the contractor. 

5. The contractor is entitled to terminate the agreement in writing with immediate effect in case of unforeseen circumstances (within the meaning of Article 6:258 of the Dutch Civil Code). 

6. Both the client and the contractor shall only be authorised to dissolve the agreement if the other party imputably fails to comply with an essential obligation under the agreement and the other party is in default in this respect (as referred to in Article 6:81 of the Civil Code). 

7. In the event of termination on the basis of article 12.4, 12.5 or 12.6, the Contractor retains the right to payment of invoices for work already performed and any work still to be performed by mutual agreement. The Client's payment obligation in respect of invoices for work already performed shall become immediately due and payable in full upon termination of the Agreement. 

Article 13 Liability 

1. Any liability of the contractor and/or of persons affiliated with or working for the contractor, arising from or related to the execution of an order, will be limited to a maximum of three times the annual fee received by the contractor in the context of the order concerned, but never more than the amount paid out in the case concerned under the professional liability insurance policy or policies taken out by the contractor, including the excess borne by the contractor in connection with such insurance policy or policies. On request, information will be provided on the professional liability insurance policy or policies taken out by the contractor. If, for whatever reason, no payment is made under the said insurance(s), any liability will be limited to the amount paid by the client to the contractor in the relevant case in the relevant calendar year, up to a maximum of €50,000. 

2. The client shall indemnify the contractor against claims by third parties, including reasonable costs of legal assistance, which are in any way related to the work performed for the client, unless such claims are the result of gross fault and/or intent on the part of the contractor. 

3. The client shall indemnify the contractor against claims arising from directors' liability, including reasonable costs of legal assistance, which are in any way connected with the work performed for the client, unless such claims result from gross negligence and/or intent on the part of the contractor. 

4. The contractor is authorised to accept terms and conditions that apply in the relationship between itself and the third party, or that are stipulated by the third party, including any liability limitations (or exclusion) as far as the execution of the order by the third party is concerned. Third parties will never be held directly liable by the client. 

5. Any liability for (legal) acts and shortcomings of whatever nature of the third parties engaged by the contractor is excluded. 

6. The contractor is only liable for damage occurring during or on the occasion of the execution of the order if and insofar as the damage is the result of gross fault and/or intent on the part of the contractor. 

7. The personal liability of chartered accountants, chartered valuers, tax advisers or other employees working for or at the contractor is expressly excluded. 

8. Damage resulting from inaccuracies in texts or printed matter, or messages via electronic means of communication, which have been checked or approved by the customer, cannot be recovered by the customer from the contractor. 

Article 14 Electronic communication 

During the execution of the order, the client and the contractor may communicate with each other by electronic means. Without prejudice to the provisions of Article 13 of the General Terms and Conditions, the Contractor will not be liable for any damage suffered by the Client as a result of the use of electronic means of communication, including - but not limited to - damage resulting from the non-delivery or delay in the delivery of electronic communications, interception or manipulation of electronic communication by third parties or by software/equipment used to send, receive or process electronic communication, transmission of viruses and non-functioning or improper functioning of the telecommunications network or other means required for electronic communication, except insofar as the damage is the result of gross fault and/or intent on the part of the contractor. The data extracts from the computer systems of the contractor provide compelling evidence of (the contents of) the electronic communication sent by the contractor until proof to the contrary is provided by the client. 

Article 15 Right of suspension 

The contractor shall be authorised to suspend the fulfilment of all its obligations, including the surrender of documents or other items to the client or third parties, until such time as all due and payable claims against the client have been settled in full. 

Article 16 Due date 

1. The provisions of these General Terms and Conditions, which are expressly or tacitly intended to remain in force after the termination of this agreement, shall thereafter remain in force and continue to bind the parties. 

2. Insofar as the agreement does not stipulate otherwise, rights of action and other powers of the client on whatever grounds vis-à-vis the contractor in connection with the performance of work by the contractor shall in any event expire after twelve months from the time the client became aware or could reasonably have become aware of the existence of these rights and powers. 

Article 17 Applicable law and choice of forum 

1. All agreements between the client and the contractor to which these General Terms and Conditions apply shall be governed by Dutch law. 

2. All disputes relating to agreements between the client and the contractor, to which these terms and conditions apply, shall be settled by the competent court in the district in which the contractor is domiciled. 

3. Notwithstanding the provisions of paragraph 2, the client and the contractor are authorised in joint consultation to submit disputes to a disputes board.