Terms & Conditions Lucent Advisory B.V.

January 2026 (English)

1. Scope

1.1
These are the general terms and conditions of Lucent Advisory B.V. (Lucent Advisory, we, us or our). These general terms and conditions apply to all services provided by us to our clients (client, clients, you or your).

1.2
Lucent Advisory is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its statutory seat in The Hague, the Netherlands, and registered with the Dutch Chamber of Commerce under number 99589656.

1.3
In providing our services, we may engage persons who are directly or indirectly affiliated with Lucent Advisory (Affiliated Persons). Affiliated Persons include, inter alia, (former) employees, other staff, advisers, shareholders, partners, subsidiaries and/or affiliated entities (and their (former) employees, etc.).

1.4
These general terms and conditions also apply to Affiliated Persons. All provisions in these general terms and conditions stipulated for the benefit of Lucent Advisory shall also constitute an irrevocable third-party stipulation (derdenbeding) within the meaning of Section 6:253 of the Dutch Civil Code, for the benefit of Affiliated Persons.

2. Services

2.1
We reserve the right not to provide services, for example following a conflict check and client and matter acceptance procedures.

2.2
Only Lucent Advisory may be held contractually liable under the engagement. Affiliated Persons shall not be independently or personally liable for any loss or damage arising out of or in connection with our services.

2.3
Our services are provided exclusively for your benefit. Any deliverable or result produced by us in connection with our services may only be used for the purpose for which it was prepared and may not be disclosed to any third party without our prior written consent, except for (i) statutory or professional obligations of the client, (ii) internal purposes within the group to which the client belongs, and (iii) disclosure to the client’s external auditor or other professional advisers, provided that such parties are subject to confidentiality obligations.

2.4
Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code shall not apply.

2.5
We are entitled to engage persons who are not Affiliated Persons (Delegates) if this is desirable for the provision of our services. Delegates include, inter alia, other advisers, bailiffs, experts and translators. You shall be bound by the terms and conditions agreed between us and such Delegates, which terms and conditions will be made available to you upon request. We shall not be liable for any damage caused by Delegates, and Delegates may rely on Articles 6 and 8 of these general terms and conditions.

2.6
Lucent Advisory is not responsible for the payment of Delegates and will request Delegates to submit their invoices directly to clients. In certain circumstances, Lucent Advisory may pay such invoices on behalf of clients. Payments made on behalf of clients to third parties will be charged to clients when incurred.

2.7
You may terminate our services at any time by written notice. We may terminate the engagement by written notice subject to a reasonable notice period of at least four (4) weeks, unless continuation of the services cannot reasonably be required. If Lucent Advisory determines that the provision of its services may be in breach of any law, regulation or professional rule, Lucent Advisory may terminate an engagement with immediate effect.

2.8
You shall remain liable for the fees in respect of the work performed by us, including work required to transfer the matter to you or to a third party, upon termination of the engagement.

3. Fees and invoicing

3.1
Our services are charged based on time spent at our hourly rates, plus any expenses (such as travel and accommodation expenses and costs of Delegates), unless otherwise agreed. Our hourly rates are reviewed annually as of 1 January and may vary per Affiliated Person. All amounts invoiced or stated by Lucent Advisory are exclusive of VAT and exclusive of any other taxes, surcharges or similar levies which a client or Lucent Advisory is required to pay or charge pursuant to applicable laws or regulations.

3.2
We invoice electronically or in writing, generally on a monthly basis and in euros. Invoices must be paid by bank transfer within thirty (30) days of the invoice date.

4. Reporting obligations, client due diligence and anti-money laundering measures

4.1
You undertake to provide us with all information and documents we request in order to comply with our obligations under applicable laws and regulations, our internal policies and our procedures. We shall not be liable for any damage resulting from incorrect, incomplete or late information provided by the client.

4.2
Pursuant to statutory provisions applicable to us, we may be required to provide certain information to authorities, such as governmental authorities or the Dutch Tax Authorities. This includes, inter alia, our reporting obligations under the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme) and Directive (EU) 2018/822 regarding reportable cross-border arrangements.

5. Data and privacy

5.1
We will process certain personal data, including personal data relating to you, your representatives, employees, ultimate beneficial owners and contact persons, as well as other personal data provided by you. For more information on how we process personal data, we refer to our Privacy Statement available on our website: www.lucentadvisory.nl. You undertake to provide a copy of our Privacy Statement to other persons if you provide us with their personal data.

5.2
We may make use of digital or other services (“digital services”), whether or not provided by third parties, such as telecommunications services, software programs, applications for transmitting, sharing or storing data digitally or in the cloud or otherwise, internet, e-discovery, automated due diligence or other applications by which data may be processed, searched, analysed or translated (including through the use of artificial intelligence). As a result of the use of such digital services, data may be processed on servers or in a cloud controlled by third parties. We will exercise due care in the selection of such third parties and digital services. We are not liable for any acts or omissions of such parties (including their insolvency or default) or for any damage or loss resulting from the use, unavailability, loss or limited use of such digital services. We further exclude any liability arising directly or indirectly from (a) any limitation or loss of the ability to use, operate or access computers, networks or data, or (b) a data breach, whether or not as a result of a data breach or cyber-attack, all to the extent permitted under applicable laws and regulations.

5.3
We retain electronic and/or paper files for the period required under the professional rules and legislation applicable to us. After expiry of this period, we may destroy such files.

5.4
You consent to our sharing (confidential) information with Affiliated Persons and Delegates for the purposes referred to in Article 2.5, provided that such parties observe applicable confidentiality obligations.

6. Liability

6.1
Our liability is limited to the lower of (i) three times the fees invoiced to and paid by you for the services provided under the engagement in the six (6) months preceding the event giving rise to the liability, exclusive of VAT and any other taxes, surcharges or similar levies, or (ii) EUR 50,000.

6.2
Lucent Advisory shall in no event be liable for indirect or consequential loss, including, in any event, loss of turnover, loss of profit and delay-related loss.

6.3
We shall not be liable to third parties for any services provided. You indemnify us, Affiliated Persons and Delegates against all claims by third parties arising out of or in connection with the services provided by us, Affiliated Persons and Delegates to you and the costs incurred by us as a result of such claims, to the extent such claims and costs exceed or differ from those for which we would be liable under these general terms and conditions. Third parties shall also include persons affiliated with you.

6.4
Any claim for damages shall lapse six (6) months after the date on which you became aware, or could reasonably have become aware, of the damage and of the potential liability of Lucent Advisory for such damage.

7. Miscellaneous

7.1
Lucent Advisory is entitled to amend these general terms and conditions from time to time without prior notice. Amended general terms and conditions shall apply only to new engagements and to existing legal relationships after they have been provided to the client in writing or electronically.

7.2
These general terms and conditions are drawn up in Dutch and English and will also be available for download via: www.lucentadvisory.nl. In the event of any ambiguity or inconsistency between the Dutch and English versions, the Dutch version shall prevail.

7.3
In the event of any conflict between any provision of these general terms and conditions and any provision of the engagement letter issued by Lucent Advisory, the provision of the engagement letter shall prevail.

7.4
The general terms and conditions of clients or any third parties do not apply and are expressly rejected.

8. Disputes, governing law and jurisdiction

8.1
The professional rules of the Dutch Association of Tax Advisers (Nederlandse Orde van Belastingadviseurs – NOB) apply to the services provided by our tax advisers.

8.2
All legal relationships between you and us are governed by Dutch law. This applies to both contractual and non-contractual legal relationships.

8.3
The District Court of The Hague, the Netherlands, shall have exclusive jurisdiction to hear any disputes between you and us.