General terms & conditions

GENERAL TERMS AND CONDITIONS OF DELIVERY

Politiek & Lobby Consultants B.V. (trade name: EPPA)

Article 1. Definitions

1. The term ‘Service Provider’ is deemed to mean EPPA (the trade name of Politiek & Lobby Consultants B.V.; hereinafter solely referred to as ‘EPPA’), with registered office in The Hague, who has accepted the mandate for the work.

2. The term ‘Client’ is deemed to mean the party that has awarded EPPA the mandate for the work.

3. The term ‘mandate’ is deemed to mean the request made by the Client to EPPA to carry out work for payment.

4. The term ‘work’ is deemed to mean all services provided by or on behalf of EPPA and in addition that which EPPA does, undertakes or has carried out by third parties for the Client under the mandates awarded by the latter in connection with his communication needs and wishes.

5. The term ‘quotation’ is deemed to mean the work specified in greater or lesser detail and the estimation of the costs associated with this work.

Article 2. General

1. These terms and conditions apply to all work carried out by EPPA and apply to all quotations and agreements to which EPPA is a party.

2. The general terms and conditions in question form part of the agreement between EPPA and the Client. These general terms and conditions (GTC) will also apply to any follow-up mandates that the Client awards EPPA, irrespective of whether these GTC are provided at that time or later.

3. The work will only be carried out for the benefit of the Client. Third parties cannot derive any rights at all from the execution of the work carried out for the Client.

4. Any terms and conditions applied by the Client for the granting of mandates are expressly excluded from the agreement entered into between the Parties.

5. If one or more provisions in these general terms and conditions are or become null and void then the other provisions of these general terms and conditions will continue to apply in full. The Parties will then consult with each other as soon as possible in order to agree a legally valid provision that leads to a material outcome comparable to that of the provision that is or is made null and void.

Article 3. Prices

1. Unless expressly stated otherwise, all prices that EPPA applies are exclusive of VAT, of costs for the work performed by engaged third parties and of any costs of dispatch, transportation and travelling.

2. If changes have occurred between the acceptance and the execution of the work in respect of the prices charged by EPPA’s suppliers or payroll costs and/or if other circumstances have arisen that cause costs to increase then EPPA is entitled to pass on these changed costs to the Client.

3. EPPA is entitled to adjust its tariffs annually as at 1 January in line with the Dutch CPI price index All households (or other index that replaces it if this CPI price index is no longer published).

Article 4. Quotations / mandates

1. All quotations are made subject to contract, unless stated otherwise in the quotation. Withdrawal by EPPA of any subject to contract offer may be made up to three (3) working days after the acceptance.

2. Quotations issued by EPPA are valid for thirty (30) days.

3. The work and prices offered in a particular quotation are always based on estimates. Permitted margins (leeways) apply that are set out below in these terms and conditions and relate to deviations and overruns.

4. Upon request, before the work starts EPPA will submit a quotation to the Client for the latter’s approval.

5. If unavoidable deviations from a quotation occur whilst the work is being executed then EPPA will inform the Client about this as soon as possible. EPPA will be entitled to adjust its prices for the work accordingly. Overruns of up to 10% vis-à-vis the quotations will be accepted by the Client as an estimation risk and he accordingly agrees that these do not have to be reported as overruns.

6. Changes in the mandate may mean that the stated dates and times for the carrying out of certain work by EPPA are overrun.

Article 5. Client contacts

1. At the Client’s request, EPPA will draw up a separate report for each meeting with the Client.

2. In the case of phone contacts, confirmation of the content of the discussion will only be made if EPPA feels there are grounds to do so.

3. If the Client has not reacted to a meeting report or confirmation by a time two (2) working days after its dispatch then the content of the report will be deemed to be complete and correct, with both the Client and EPPA then being bound by its content.

4. EPPA will send the confirmation or meeting report to the account manager with whom the discussion took place.

5. The Client does not object to communication by e-mail (incl. via Outlook), TEAMS/ZOOM/Webex/Snapchat/Discord, WhatsApp etc. or to other common online or offline means of communication and is familiar with the associated risks. EPPA accepts no liability at all for any damage/loss (incl. harm and injury) that arises from these in any way.

Article 6. Duration and termination of the partnership

1. Unless a specific period of time is agreed, the partnership is entered into for an indefinite period of time. In the case of an agreement for an indefinite period of time, the Parties will mutually agree a notice period for the termination of the agreement that will be quoted in it.

2. If no notice period as referred to in paragraph 1 above is agreed then a notice period of two months will apply in respect of termination, with it also being possible to terminate as at the first of the month. A partnership that has already been in force for longer than one year will be subject to a three-month notice period.

3. Termination by the Client must be made by registered letter.

4. EPPA is authorised to terminate the mandate with immediate effect by registered letter if the Client acts contrary to any provision of the agreement entered into between the Parties or contrary to these general terms and conditions, this including in respect of the Client’s obligation to inform EPPA properly and/or if EPPA’s reputation is at stake, this without prejudice to the right to compensation.

6. Upon termination of the mandate, EPPA continues to be entitled to payment of the invoices for the work performed up to then, with EPPA providing the Client with the work performed up to then in so far as possible. If this results in additional costs then these will be charged. If one of the Parties becomes bankrupt, applies for a payment moratorium or ceases its business operations then the other Party is entitled to terminate the mandate with immediate effect, the above subject to all rights.

7. In the case of early termination of the mandate by the Client, he is obliged to pay EPPA a monthly fee during the notice period, this in the amount of the average billed fee for the period of twelve (12) months immediately preceding the notice period or for any shorter period that the mandate has been in force.

Article 7. Engaging third parties

1. If EPPA is of the opinion that the engaging of third parties is reasonably necessary for the proper performance of the mandate or else if this situation arises from the nature of a mandate then EPPA is entitled to mandate third parties on behalf of and for the account of the Client to provide certain goods or services or to otherwise put them at EPPA’s disposal.

Article 8. Particulars for the execution of work

1. Unless expressly agreed otherwise in writing, EPPA will decide how the work is to be executed. EPPA will carry out the work to the best of its knowledge and ability and in accordance with high standards. The agreement with the Client leads solely to an obligation for EPPA to use its best efforts.

2. The work will be executed in accordance with that agreed with the Client about the execution, this agreement including these general terms and conditions. If the Client deems this necessary in the interests of a proper execution then it is at all times possible to deviate from it once the deviation in question has been agreed.

3. EPPA will be informed promptly about such deviations. Failure to inform EPPA does not mean that the mandate has not been executed properly. Only that work that cannot be deemed to relate to the execution of what has been agreed lies outside the mandate, apart from with regard to the application of that stated below in the following paragraph.

4. The Client warrants that he will promptly provide EPPA with the full, clear and accurate data and/or information that EPPA states he needs or that the Client should reasonably understand he needs for the proper performance of the mandate. If the Client provides EPPA with data carriers, digital files or software then he (the Client) guarantees that these data carriers, digital files or software are/is free from viruses and other defects and do/does not breach the intellectual property rights of third parties.

5. Proceeding on the basis that clear agreements have been made regarding the intended purpose, EPPA will be responsible for the design and execution of the communication statements and other materials and for their compliance with the relevant statutory provisions, rules of conduct, standards and guidelines, in so far as EPPA can be or should be reasonably aware of these.

6. EPPA carries out its work in line with a number of practical, moral and ethical core values that are in addition to the applicable legislation and regulations. These core values are laid down in the code of conduct published by the BvPA (the Dutch Professional Association for Public Affairs). EPPA and its employees and/or any third party EPPA engages are obliged to work within both the letter and the spirit of this Code. The BvPA Code of Conduct can be found at www.bvpa.nl.

Article 9. Payment and payment terms

1. Without prejudice to that laid down in the following paragraphs, payments must be made no later than thirty (30) days after invoice date.

2. EPPA will ensure that it bills the Client promptly, which it will usually do on a monthly basis. EPPA is at all times free to bill the Client in the interim too.

3. Irrespective of the agreed payment terms, EPPA must receive a bank guarantee from the Client that he (EPPA) approves as collateral for the payment.

4. EPPA is entitled to require an advance payment for the costs.

5. If the Client fails to fulfil his payment obligations vis-à-vis EPPA by the agreed deadline then - without a preceding warning and/or notice of default being required - he (the Client) will owe the statutory interest on the invoice amount from the day on which the invoice should have been paid onwards.

6. All costs both judicial and extrajudicial that relate to the collection of the sums owed by the Client that he failed to pay on time will be for the Client’s account, as will the actual and reasonable costs incurred for a lawyer that exceed the legal costs for the bankruptcy proceedings. The existence of these invoices and the provision of a photocopy to the Client will be deemed to be binding proof that these costs are owed. Irrespective of the actual costs incurred, in all cases a minimum of 15% of the relevant invoice amount will be owed as a fee for the extrajudicial collection, with a minimum such fee of € 350.00 per invoice.

7. Payments made by the Client will in all cases serve first of all as settlement of the interest and costs owed and only then for the settlement of the invoice amount that has been outstanding the longest, even if the Client states in respect of the payment that he wishes to settle another invoice first.

8. EPPA’s claims cannot be set off against any alleged claim that the Client claims he has on EPPA.

9. The Client must file any notice of objection to the invoice within five (5) working days of the invoice date. Such an objection does not suspend the Client’s payment obligation.

Article 10. Personnel

1. During the performance of the work and for the period of one (1) year following the end of the work, the Client will refrain from directly and/or indirectly contacting and/or recruiting personnel from either EPPA itself and/or from a third party engaged by EPPA and/or from employing and/or otherwise hiring them.

2. For each breach of the previous paragraph, the Client will owe EPPA an immediately due and payable penalty in the amount of fifty thousand euros (€ 50,000.00).

Article 11. Suspension, cessation and termination

1. EPPA is entitled to suspend or cease the further performance of the mandate if the Client fails to comply with the payment conditions and/or remains in default in respect of providing the required bank guarantee and/or the payment of the required advance payments.

2. The consequences of suspension, cessation and/or termination will be fully for the account and risk of the Client.

3. Suspension, cessation and/or termination do not affect the payment obligation for the work already done. In addition, in such a case EPPA is entitled to demand from the Client the reimbursement of any damage/loss, costs and interest caused by the Client’s attributable non-performance and the termination of the agreement, this including EPPA’s lost income.

Article 12. Delivery times

1. Any expected completion dates/times for the work are solely deemed to be estimates. Irrespective of what is agreed in more detail about dates and times, the failure to provide the agreed work on time never gives the Client any right to compensation. Termination of the agreement on this ground is only possible once EPPA - after being issued with a notice of default - has been given a thirty-day (30-day) period in which to deliver the agreed work after all.

Article 13. Confidentiality

1. EPPA will ensure the confidentiality of all data and information deemed confidential that the Client furnishes EPPA with under the mandate. Confidential data and information will be clearly stamped ‘Vertrouwelijk’ (‘Confidential’) by the Client.

Article 14. Objections, complaints and proof

1. If there are any obvious work-related shortcomings then the Client must file a written objection with EPPA as soon as the latter has delivered or submitted the work in question.

2. If there are any non-obvious work-related shortcomings then the Client must file a written objection with EPPA no later than eight (8) working days after these shortcomings could have reasonably been observed.

3. Once the aforementioned deadlines have elapsed, complaints can no longer be dealt with and the Client will have forfeited his rights in this regard, unless this deadline must be reasonably extended in a particular case.

4. The data and information from EPPA’s records will be decisive unless counter-evidence is provided.

Article 16. Liability

1. EPPA is not liable for damage/loss etc. of whatever kind that results from EPPA proceeding on the basis of incorrect and/or incomplete information provided by the Client. The Client indemnifies EPPA against all third-party compensation claims related to the correctness and actual content of the materials that the Client gave EPPA to use for the preparation of communication statements and to obtain editorial attention in the media, as well as in respect of any and all other materials that the Client has furnished EPPA with.

2. EPPA’s total liability for an attributable shortcoming in the performance of an agreement is limited to the reimbursement of any direct damage/loss up to a maximum of the price stipulated for the agreement in question (excl. VAT) minus the out-of-pocket expenses for the delivered work or service. If the agreement is primarily a continuing performance contract with a lifetime of more than one year then the stipulated price will be set at the total of the fees (excl. VAT) stipulated for a one-year period. However, in no case will the total reimbursement for damage/loss exceed € 10,000.00 (in words: ten thousand euros).

3. Direct damage/loss (including harm and injury) is solely deemed to mean:

a) the reasonable costs that the Client has to incur to bring EPPA’s performance into line with the agreement; however, this damage/loss will not be reimbursed if the Client has terminated the agreement;

c) reasonable costs incurred to prevent or limit the damage/loss, in so far as the Client can demonstrate that these costs led to the limitation of the direct damage/loss within the meaning of these terms and conditions.

4. EPPA is not liable for the damage, loss or destruction of items, materials or data/information that he is furnished with for, by or on behalf of the Client.

5. EPPA’s total liability for damage/loss caused by death or physical injury or for material damage to items will in no case exceed the sum insured for the Client for this; in the absence of any cover, this will be limited to a maximum amount of € 10,000.00 (in words: ten thousand euros) per event, whereby a series of connected events will be deemed to be a single event.

6. The limitation of liability as described above also applies if the Client asserts that the damage/loss has been suffered as the result of an unlawful act for which EPPA is liable. Any claims made on the grounds of Articles 6:170, 6:171 or 6:172 BW (Dutch Civil Code) will likewise be subject to the aforementioned limitation of liability.

7. EPPA’s liability for indirect loss (including damage, harm and injury), this including consequential loss, lost profits, damage to one’s image/reputation, missed savings and trading losses, is expressly excluded. In addition, in this regard the Client expressly relinquishes his option to ask the court to modify the consequences of the agreement as referred to in Article 6:230 paragraph 2 BW.

8. Apart from in the cases referred to in paragraphs 2, 5 and 6 above, EPPA has no liability at all to pay compensation, irrespective of the grounds on which a legal action for compensation is based.

9. However, the maximum amounts referred to in paragraphs 2 and 5 above will no longer apply if and in so far as the damage/loss is the result of wilful misconduct or gross negligence on the part of EPPA, unless the wilful misconduct or gross negligence relates to one or more non-managerial employees and/or other non-managerial agents. In this last-named case, the above limitations of liability agreed in this Article apply in full.

10. EPPA’s liability for an attributable shortcoming in the performance of an agreement will only arise if the Client immediately and properly gives EPPA a written notice of default that sets a reasonable deadline for curing the shortcoming and if EPPA continues to attributably fail in the performance of his obligations after this deadline has elapsed. The notice of default must include the full and most detailed possible description of the shortcoming, so that EPPA is able to respond properly.

11. In all cases, a precondition for the arising of any right to compensation is that the Client reports the damage/loss to EPPA in writing as soon as possible after it has occurred. Any compensation claim will in any case become ineffective once three (3) months have elapsed since the event that caused the damage/loss occurred. If this consists of multiple events then in respect of the first sentence the first event will be deemed to be the event causing the damage/loss.

12. EPPA can never be held liable for damage/loss caused by a third party that either he or the Client has engaged. The Client indemnifies EPPA against all claims made by this third party.

Article 17. Responsibility

1. In the context of the mandate, ultimate responsibility for the content of the communication statements rests with the Client.

2. If EPPA is involved in legal proceedings then he is entitled to conduct his own defence independently and (if he so desires) separately from the Client’s own defence.

Article 18. Force majeure

1. If force majeure prevents EPPA from carrying out the agreed work in whole or part then without judicial intervention he is entitled to suspend execution of the agreement without being obliged to pay any compensation or provide any guarantee in this regard.

2. Force majeure is deemed to mean: strike or other industrial conflict, terrorist or other attack, natural disaster, cyberattack or other technical breakdown, epidemic, pandemic and/or health crisis, power shortfall and/or power failure, military action or occupation, war, blockade, riot/uprising, epidemic, flood or storm, as well as the sudden failure of certain media, trade restrictions, the inability to obtain the necessary permit or accreditation and other governmental measures affecting EPPA and/or its contractor and/or an engaged third party.

Article 19. Intellectual property

1. By issuing a mandate for the communication or reproduction of items protected by the Dutch Copyright Act or other statutory regulation relating to intellectual property that are provided by or on behalf of the Client himself, the Client is declaring that there has been no breach of statutory

regulations or of third parties’ protected rights and that he (the Client) indemnifies EPPA against any claims made by third parties in respect of the direct and indirect consequences, both financial and other, that arise from the communication or reproduction.

2. Intellectual property rights and materials arising from the work will belong to EPPA as soon as they are created, in so far as EPPA is the creator of the materials referred to or is a rightholder as a result of this creation. These rights and materials may be used freely by EPPA without prejudice to the option that arises from the agreement with the Client, namely that the Client is himself entitled to continue to use these rights and materials too. If EPPA demands this then these rights and materials will be taken on by the Client once all sums owed by the Client to EPPA have been paid, including those for the reimbursement of any development costs and intellectual property rights. If third-party intellectual property rights are at stake, EPPA will at the Client’s request consult with these third parties before their services are engaged regarding whether a full transfer of their rights is desired and/or possible, this also taking into account the associated costs.

3. The Client is not entitled to any use of that produced under the mandate that is other than or that goes beyond the use already expressly agreed. If nothing has been agreed in this regard then the initial use will be deemed to have been agreed.

4. EPPA reserves the right to use for other purposes the additional knowledge gained from the execution of the work, this provided that no confidential information is made available to third parties as a result.

5. Failure to fulfil the obligations arising from the provisions of this Article means that the Client will owe EPPA an immediately due and payable penalty of € 30,000.00 (in words: thirty thousand euros) for each breach. This is without prejudice to all other rights of EPPA, these including but not limited to the right to fulfilment, termination and compensation.

Article 20. Transfer of rights and obligations

1. Neither of the Parties is entitled to transfer to a third party in whole or part the rights and obligations arising from agreements entered into under these terms and conditions, apart from with the prior written consent of the other Party.

2. If the relevant activities of the client’s business (or the business itself) are/is brought together - for whatever reason and in any way and in any form -

with another business or are continued with as part of another business then a joint and several liability on the part of both the original and the succeeding businesses arises in respect of the fulfilment of the Client’s obligations referred to under paragraph 1.

Article 21. Applicable law and competent court

1. Nothing but Dutch law is applicable to all agreements entered into under these terms and conditions and to the agreements that are a consequence of them. The Parties will endeavour to resolve any disputes amicably. If this fails to lead to the resolution of said dispute then the Parties will if possible escalate the dispute to a higher management level and will still attempt to come to an agreement. If this does not result in a solution then any disputes arising from the agreements entered into under these terms and conditions and from the agreements that are a consequence of them will be solely submitted to the competent court in the district where EPPA’s registered office is located, this including for the obtaining of injunctive relief.

Article 22. Language

1. These General Terms and Conditions may be drawn up in a range of languages. In the event of differences between these language versions, the Dutch text will be binding in all cases.

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