GENERAL TERMS AND CONDITIONS

ARTICLE 1 – DEFINITIONS

The following definitions will apply throughout these general terms and conditions:

“Data Protection Legislation” means Regulation (EU) 2016⁄679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

“Dispute” means (a) any dispute arising out of, relating to or having any connection with these terms and conditions; and (b) any dispute relating to any non-contractual obligations arising out of or in connection with these terms and conditions.

“Mace” means Mace Legal, a private limited liability company (besloten vennootschap or BV) incorporated, organized and existing under the laws of Belgium, with registered seat at Coupure Rechts 88, 9000 Ghent, Belgium, and with enterprise number 1005.557.527.

“Person” means any corporate, individual or other person, including any director or employee, including other professionals.

“Personal Data” means all personal data (as that term is defined in relevant Data Protection Legislation) provided to us pursuant to our agreement with you.

“we”,“us” and“our” refer to Mace providing services on a particular matter.

“you” and “your” refer to the person, persons, entity or entities receiving those services.

ARTICLE 2 – APPLICATION

These terms and conditions will govern our work for you. Any other conditions are excluded, except where we have agreed to different terms with you. By entrusting us with a matter, you accept these terms and conditions, subject to any amendments we may make from time to time, of which you will be duly informed.

ARTICLE 3 — OUR RELATIONSHIP

You will instruct us on a matter-by-matter basis rather than on a permanent basis. We are not responsible for advising you on non-legal matters, including, but not limited to, business, commercial, financial, tax, technical, insurance, accounting, broking, actuarial, environmental, or information technology matters. It is your responsibility to determine whether the documents or advice we provide meet your commercial objectives. Our advice is based on our interpretation of the relevant legislation, case law, and practice at the time it is given. Unless explicitly agreed otherwise, we are not obligated to update our advice, even if changes in the law or practice affect our conclusions, and even if you remain a current client for any or all matters.

ARTICLE 4 — FEES AND INVOICING

1. Fees are generally calculated based on the number of hours worked, multiplied by the applicable hourly rates agreed upon with you. These rates may be adjusted from time to time. In addition to the fees, any external expenses incurred by us will be passed on to you.

2. We typically invoice our services on a monthly basis. Payments are due within 14 days of the invoice date. If payment is not received within this period, we may suspend our services, exercise our right to terminate our engagement under Article 10, and/or apply interest at a rate of 10% per annum from the invoice due date, without prior notice. Additionally, a fixed penalty of 10% of the invoiced amount (with a minimum of EUR 500) will be charged. This is without prejudice to our right to claim compensation for any actual damages and costs incurred.

3. Any dispute with regard to our invoices should be notified to us within 14 days following the invoice date. In the absence of such notice, the invoice shall be deemed to have been accepted.

4. We reserve the right to request payment of a retainer before initiating our services.

5. You will remain liable for paying our fees even if a third party agrees to pay them.

6. If we provide you with a fee quote in a specific currency for a matter involving work across multiple jurisdictions, we reserve the right to revise the quote if there are significant fluctuations in the exchange rate between the date of the quote and the date of the invoice.

ARTICLE 5 — TAXES

All services are subject to Belgian VAT at the applicable rate (currently 21%) if the services are considered to be supplied in Belgium. If our services are deemed to be supplied outside Belgium, the amounts quoted and invoiced will be exclusive of VAT, but such services may be subject to VAT in the country where you are located. If an amount is invoiced exclusive of any value-added or other sales tax, but the relevant tax authority determines that such tax is due, you will be liable to pay us an amount equivalent to the value-added or other sales tax (including any interest for late payment). This payment must be made within 30 days of our notification.

ARTICLE 6 – DOCUMENTS AND STORAGE

1. We retain copyright in all documents we draft and produce related to any matter. Subject to our confidentiality obligations to you, we may use the intellectual property rights in these documents to advise on other matters. However, you will have an unlimited license to use these documents for your own purposes.

2. We are legally required to archive all files once a matter is closed. Original documents and evidence entrusted to us will be returned to you. Archives are maintained for five years from the matter's closing date and will be automatically destroyed at the end of this period.

ARTICLE 7 — LIABILITY

1. No personal duty of care is assumed by, and no claim may be brought against, any member, shareholder, employee, or lawyer of Mace.

2. If both we and another party are liable to you for the same damage, or if the damage has been caused or contributed to by another party and/or you, our liability will be limited to an amount that is just and equitable, considering the extent of our, their, and your responsibility for the damage. Any limitations, exclusions, restrictions, or settlements affecting the ability to recover compensation from any person will not impact the determination of their liability or the extent of our liability.

   
   

3. Our services are intended solely for your benefit and may not be used or relied upon by any third party without our prior written consent. We accept no liability for the actions or omissions of any third parties we instruct on your behalf or for the default of any financial institution where we deposit money on your behalf.

4. Except where legally impermissible, our liability for any work performed by or on behalf of us, or otherwise relating to an assignment given to us, is limited to direct damages and to the amount actually paid by you to us within the 12 months preceding the claim.

5. You waive the right to seek compensation if you do not bring your claim to the competent courts within one year after you became aware or reasonably should have become aware of the facts giving rise to the claim.

ARTICLE 8 — ELECTRONIC COMMUNICATIONS AND DATA PROTECTION

We may communicate with you electronically, accepting the associated risks except in cases of gross negligence or willful misconduct. We may monitor communications to ensure compliance and manage our relationship. You must ensure that all Personal Data you provide complies with Data Protection Legislation and agree not to cause us to breach any laws. You consent to the transfer of Personal Data to our service providers, including outside the European Economic Area, and will obtain necessary consents if you are not the data subject.

ARTICLE 9 — CONFIDENTIALITY

We will treat all non-public information you provide as confidential. However, we may need to disclose such information to regulatory authorities or as required by applicable laws and regulations. When permissible and practical, we will inform you of any such disclosure requirements. Additionally, in accordance with applicable laws and regulations, we may occasionally use your name for marketing or advertising purposes.

ARTICLE 10 — TERMINATION

Our agreement for a particular matter will terminate upon delivery of our final invoice. Otherwise, and to the extent such agreement is enforceable under applicable law and regulations: (a) you may at any time upon rea- sonable notice terminate our agreement on any or all matters by written notice; (b) we may terminate our agree- ment on any or all matters by written notice if we have good reason (such as a delay in payment of our fees) and upon reasonable notice; and (c) in either case, you will pay our costs up to the time of termination.

ARTICLE 11 — GOVERNING LAW AND DISPUTE RESOLUTION

1. These terms and conditions, as well as any agreements related to them (including non-contractual obligations), are governed by Belgian law.

2. Any dispute must be notified in writing to the other party or parties, detailing the nature of the dispute. The parties must first attempt to resolve the issue amicably through negotiation. If the dispute is not resolved within 30 days from the notice, either party may initiate proceedings as described in this article.

3. All disputes are subject to the exclusive jurisdiction of the competent courts of Ghent, Belgium, which will have sole authority to resolve the matter, without prejudice to the jurisdiction of any professional organizations overseeing Mace.

ARTICLE 12 — ANTI-MONEY LAUNDERING LAWS

Under anti-money laundering laws, we may require formal proof of your identity before we can proceed and may use external databases for verification. If we cannot obtain or if you do not provide this proof, we may be unable to act or may have to cease acting on your behalf. You must promptly notify us of any changes to your situation or capacity and provide proof of such changes. We are also required to report any suspicions of money laundering to our reporting officer or relevant authorities, and may be prohibited from disclosing such reports to you. We will not be liable for any consequences of reports made in good faith.

ARTICLE 13 — THIRD PARTY RIGHTS

These terms and conditions and our agreement with you on any matter creates rights and obligations only between you and us, and no other Person may rely on advice which we give to you and no such other Person is intended to be protected by our obligations and services to you or may enforce any term of our engagement by virtue of any applicable law and regulations.

ARTICLE 14 — SEVERABILITY

The provisions of these general terms and conditions shall be severable in the event that any of the provisions of this agreement is held by a court or tribunal or competent jurisdiction to be invalid, void or otherwise unen- forceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.