I. – Scope

These general terms and conditions apply to all professional relationships between the professional, 28 And Counting BV, whose registered office/office is located at Rue de Wavre 30, 1320 Beauvechain, registered with the CBE and in the RPM of Walloon Brabant under number BE0757.909.005, and the client.

Any deviation must be expressly accepted in writing by both parties. In the event of any conflict between the content of these general terms and conditions and the letter of engagement, the letter of engagement shall prevail.

In accordance with common law, the professional's liability can only be invoked for assignments that are proven to have been accepted by him.

II. – Conclusion of the contract

2.1 Commencement of the agreement:

In the absence of a provision to the contrary in the letter of engagement, the agreement is concluded and enters into force:

- either at the time when the professional receives the letter of engagement signed by the client and countersigns it;

- or at the time when the professional begins to perform the assignment, at the client's request, if such performance begins at an earlier time due to exceptional or urgent circumstances.

If the professional has not yet received the engagement letter signed by the client, all professional relations between the parties shall be subject to these general terms and conditions and to the engagement letter, the provisions of which shall be deemed to have been concluded between the parties, insofar as these contractual documents have been delivered to the client.

2.2 Possible transfer of the agreement

Where, outside the scope of the transactions defined in Articles 12.2 to 12.11 of the Companies and Associations Code, this agreement is transferred in the context of a transfer of clientele to a legal entity recognised by the Institute of Tax Advisers and Accountants (hereinafter “the ITAA”) , the professional shall inform the client in writing, within fifteen days of the transfer, of the full details of the transferee, including their registration number in the ITAA's public register. This information shall also inform the client that the assignment will be continued by the transferee and on what date this transfer will take place.

The client and the professional acknowledge and accept that the agreement will simply be continued with the transferee as originally concluded by the parties.

III. – Termination of the agreement

The professional and the client may terminate this agreement and/or the mandates associated with the engagement letter at any time by sending an email and in accordance with the terms and conditions set out below.

Termination by the client may be effected by the professional's successor, duly authorised by the client for that purpose.

The replacement of the person responsible for carrying out the assignment may in no case be invoked by the client as a legal ground for terminating the agreement.

The professional is entitled in all circumstances to payment of the fees and costs relating to the work already performed.

3.1. Recurring assignments

3.1.1. Definition

‘Recurring assignment’ means: all assignments that are recurring and that do not meet the definition of ‘non-recurring assignments’ in Article 3.2.1.

3.1.2. Duration and termination of the agreement

Unless otherwise specified in the letter of engagement, the agreement for a recurring assignment is deemed to be entered into for an indefinite period.

Both parties may terminate the agreement at any time by giving notice via email.

Except in the case of immediate termination for certain reasons (see 4.1 and 4.2 below) or a conflicting clause in the engagement letter, a notice period of three months applies when the professional and/or the client terminate the contract. If the terminating party does not expressly state in the termination of the assignment that it will observe the notice period, this notice period shall, unless otherwise agreed by the parties, be replaced by a lump-sum termination fee equal to a proportionate part of the fees for the notice period (¼ of the annual fees) corresponding to the services normally provided by the professional for a full financial year or, where applicable, a calendar year.

During the notice period, the provisions of the letter of engagement and these general terms and conditions shall remain in force.

Unless the parties decide otherwise, the termination of the contract, even if a notice period is observed, shall result in the immediate cessation of the professional's services for the preparation of the annual accounts for the financial year preceding the termination date.

3.2. Non-recurring assignments

3.2.1. Definition

Non-recurring assignments are one-off and non-recurring assignments, the performance of which brings the assignment to an end.

3.2.2. Duration and termination of the agreement

Unless proven otherwise, the agreement relating to a non-recurring assignment is deemed to have been concluded for a fixed term.

It ends with the performance of the assignment and, if applicable given the nature of the assignment, with the performance of the agreed services.

Pursuant to Article 1794 of the Civil Code and, where applicable, in deviation from Article 2004 of the Civil Code, the client has the right to terminate the agreement prematurely, provided that he pays the professional:

a. pays all costs and fees corresponding to the work already performed;

b. pays everything that the professional could have earned in addition to the performance of the assignment.

This compensation is calculated on an actual basis, with a minimum of 25% of the fees that would have been due in the event of full performance of the assignment.

3.3. Settlement

At the end of the agreement, all books and documents belonging to the client shall be made available to the client or his representative by drawing up a dated and signed inventory in as many original copies as there are parties.

The end of the assignment:

- leads to the immediate withdrawal of all mandates granted for the submission of tax returns in the PB, Ven.B. and VAT returns, filing of annual accounts or representation (e.g. electronic mandate for access to the UBO register, etc.)

- requires the client to immediately retrieve all their accounting documents from the professional.

3.4 Fees (only in the case of flat-rate invoicing)

The monthly flat rate remains payable until the end of the assignment (with or without a notice period).

The current annual/quarterly flat rate is converted into a monthly flat rate that applies until the end of the assignment (with or without notice period).

IV. – Immediate termination for certain reasons

4.1. In all cases, the professional may terminate the agreement at any time without notice and without compensation if there are reasons that make it impossible to continue the collaboration, such as:

a. circumstances that compromise the independence of the professional;

b. circumstances that make it impossible to carry out the assignment in accordance with professional and ethical standards;

c. (an) apparent failure(s) on the part of the client to fulfil his own obligations as described in these general terms and conditions (point 6.2) and in the engagement letter;

The reasons justifying the immediate termination of the agreement must be communicated to the client.

Depending on the circumstances, the professional may precede his decision with a warning or a notice of default to the client.

Immediate termination for the reason mentioned under c. shall be preceded by a

notice of default.

When the professional terminates the agreement for (a) specific reason(s), he shall notify the client in writing of the reason for the termination and inform him of the legal actions that must be taken urgently and necessarily to safeguard his rights, and for which he had been instructed.

4.2. In the event of bankruptcy or death of the client, the agreement shall be terminated by operation of law.

In the event of the death of the client who is a natural person, the assignments shall be terminated by operation of law. They may be resumed in order to fulfil the obligations of the deceased, subject to written confirmation from all heirs.

4.3. The client may terminate the agreement at any time without notice or compensation if the professional is in clear default in the performance of his obligations, as described in these general terms and conditions (point 6.1) and, where applicable, in the letter of engagement. In any case, the client must precede his decision with a written notice of default to the professional.

V. – Suspension of the performance of obligations

In the event of non-compliance, incorrect or untimely performance by the client of one or more of his obligations, for example in the event of non-payment of the fees or advance payment(s) in accordance with Article 7, the professional is entitled to suspend or postpone the performance of his obligations until the client has fulfilled his obligations.

The professional shall inform the client of this in writing.

The suspension of the performance of his obligations shall be preceded by a notice of default to the client.

If, after the commencement of the suspension or postponement of performance, urgent and necessary work has to be carried out to safeguard the client's rights, and for which the professional had been instructed, he shall inform the client thereof.

All costs and charges (including fines and compensation) resulting from the suspension or postponement shall be borne by the client.

The professional shall in all circumstances be entitled to payment of the fees and costs relating to the work already performed.

VI. – Rights and obligations of the parties

6.1. Rights and obligations of the professional

With the exception of compliance with statutory deadlines (insofar as the client has fulfilled all his obligations referred to in Article 6.2), the commitment that the professional enters into with his client is a best efforts obligation. The professional shall carry out the assignments entrusted to him in complete independence and with the required care.

He shall ensure that the services are provided in accordance with the ethical and other professional standards of the ITAA and in compliance with the relevant legislation and regulations in force at the time of the performance of the agreement.

Unless otherwise specified in the letter of engagement, the performance of the assignment is not specifically aimed at detecting any fraud.

Unless otherwise specified in the engagement letter, the professional is not obliged to verify the accuracy and completeness of the information provided to him by the client or his appointees, nor the reliability of the deeds, contracts, inventories, invoices and supporting documents of any kind entrusted to him or submitted to him by the client as evidence or as documents that should serve as such.

The client accepts that the professional may, at his own discretion, call on subcontractors or employees who have the required skills and qualifications to carry out the assignment.

6.2. Rights and obligations of the client

With regard to the assignment entrusted to the professional, the client undertakes to cooperate closely and to provide all documents, data and information necessary for the performance of the assignment accurately and in a timely manner.

The client also undertakes:

- To carry out the work assigned to him in accordance with the letter of engagement;

- To inform the professional in good time of any data, events or developments that may affect the performance of the assignment;

- To provide the professional with all correct, accurate and up-to-date information and any subsequent changes thereto that may require an adjustment to the professional's assignment, in particular, but without limitation, with regard to any significant change in his financial situation, his cash position, his ultimate beneficiaries, and this no later than 15 days after becoming aware of this information or after the change has been made by the client;

- To confirm in writing that the documents, information and explanations provided are correct and complete, if requested to do so by the professional;

- To check that the documents and statements drawn up by the professional comply with his expectations and with the information he has provided, and if this is not the case, to report this immediately to the professional;

If he fails to do so, the professional is exempt from liability for non-compliance with the deadlines imposed by laws, regulations and agreements for the performance of the tax, social or other formalities that would fall within his remit.

In addition, the client must immediately notify the professional of any change in his contact details, as well as any change in his ultimate beneficiaries.

Finally, the client undertakes to notify the professional of any non-payment to any tax or social security administration or any other creditor from the first day after the due date.

VII. – Fees

7.1. Determination of fees and costs

The costs and fees are determined as specified in the engagement letter, of which these general terms and conditions form an integral part.

7.2. Terms of payment

Invoices and/or fee notes are payable within 15 calendar days of the invoice date.

Any delay in payment shall automatically, without notice of default being required, give rise to:

a. the application of default interest at the rate set in Article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions;

b. a contractual compensation, the amount of which is set at a flat rate of 10% of the unpaid amounts, with a minimum of (250.00) euros.

Delays in the performance of his assignment that are not attributable to the professional do not prevent monthly flat-rate invoicing.

7.3. Advances

The professional may request one or more advances. These advances will be included in the final statement of costs and fees.

7.4. Disputes regarding the statement of costs and fees

All disputes regarding costs and fees must be submitted by registered letter within 15 days of the invoice date. If the professional does not receive any (timely) dispute, the undisputed claim shall be considered final and the amount thereof shall be undisputedly due and payable. The client shall also be deemed to have agreed to the services invoiced.

VIII. – Liability of the professional

8.1. Limitation of liability

The professional shall ensure that the services are provided in accordance with the ethical and other professional standards of the ITAA and in compliance with the relevant legislation and regulations in force at the time of performance of the agreement.

The professional cannot be held liable for the consequences of any subsequent changes – including retroactive changes – to these legal and regulatory provisions.

Furthermore, the professional cannot be held liable for professional errors and mistakes committed by anyone prior to the entry into force of the letter of engagement.

Finally, in accordance with common law, the professional can only be held liable for assignments that are proven to have been accepted by him.

The professional and the client are also requested to communicate their objections, comments, recommendations and advice to each other, in writing as far as possible.

The Client accepts that the professional can only be held liable to the Client on the basis of contract law, with the express exclusion of non-contractual liability.

The Client accepts that he may not bring any direct (non-contractual) claims for compensation against any auxiliary persons (e.g. partners, directors, subcontractors, employees) of the professional, or auxiliary persons of these auxiliary persons, etc.

The total joint liability (including liability for interest) of the professional towards the Client as a result of or in connection with the assignment is limited to three times the amount of our fees. However, this limit shall never apply to acts, omissions or statements by the professional that are criminal, fraudulent or deceptive.

Notwithstanding any other provision, the professional's liability under the legislation on the protection of personal data (including the GDPR) shall in all circumstances be limited to the liability to which they would be bound under the legislation in the absence of any specific agreement (this is an absolute condition for maintaining our insurance cover). In this context, the professional can only be held liable under the conditions of, and to the extent that such liability is compensated by, the specific insurance taken out by the professional in this regard (Cyber Risk policy with insurer KBC Insurance).

8.2. Insurance of the professional

The professional has his civil professional liability covered by an insurance agreement approved by the Council of the Institute of Tax Advisers and Accountants at Marsh.

The above limitations of liability also apply to claims made against all persons, partners, managers and/or self-employed employees who are insured under the insurance contract on the basis of the performance of the assignment.

If two or more claims appear to be the result of the same error, they will be considered to constitute a single case of liability and the liability will therefore be limited to the highest liability amount of the amounts applicable to the assignments or agreements concerned.

Unless otherwise provided by mandatory legal provisions, damage resulting from (a) a loss of profit, goodwill, commercial opportunities or expected cost savings or benefits, (b) a loss or misuse of data, or (c) an indirect loss or consequential damage shall not give rise to compensation.

IX. – Place of performance of the assignment and storage of documents

The documents, books and records may be moved. The professional may keep them for the time necessary to perform his assignment(s). The client shall always have the right to consult them, either in person or through an appointed representative or authorised representative(s) in possession of a written power of attorney, provided that these documents, books and records are the property of the client.

It is the client's responsibility to keep the accounting records and documents and to retrieve them as soon as the professional informs them that they are available. The professional undertakes to make the accounting records available to the client on a regular basis. Accounting records and documents in paper form shall be collected from the professional's office, unless the professional agrees otherwise.

Notification to the client that the accounting records and documents are available places the risk of loss of the accounting records and documents on the client.

If the client fails to collect their documents despite prior notification by the professional, the latter has the right to return the documents and records to the client in the manner they deem appropriate and exclusively at the expense and under the full responsibility of the client. This option available to the professional does not affect the fact that the risks remain with the client from the moment of notification as provided for in the previous paragraph.

X.- Professional secrecy and money laundering

The professional, as well as his authorised representatives or employees, must comply with professional secrecy in accordance with the applicable legislation in the context of the tasks entrusted to them.

By way of exception, the legislation on the prevention of the use of the financial system for money laundering and terrorist financing exempts the professional from his professional secrecy.

By way of exception, the legislation on the prevention of the use of the financial system for money laundering and terrorist financing exempts the professional from his

professional secrecy.

The client confirms that he is aware of the fact that the professional is subject to the legislation on the prevention of the use of the financial system for money laundering and terrorist financing and undertakes to provide him immediately with all information and/or documents required under that legislation.

XI. – Privacy – data processing

We are required by law to identify our clients and potential clients. In this regard, the client shall provide us with all relevant documents requested by us.

The client acknowledges that he has been informed that his personal data will be processed by the professional for the purposes of the contractual and administrative management of his file, in compliance with the applicable legislation imposed on the professional and for the performance of the tasks agreed between them.

The client is aware that the professional's privacy statement is always accessible on his website.

XII. – Applicable law and dispute resolution

The interpretation and execution of the agreement are governed by Belgian law.

The parties are aware that in the event of a dispute between them, there is the possibility of trying an alternative method of dispute resolution.

They shall first take the necessary steps to notify each other in writing of the subject of their questions or disputes.

In the absence of mutual agreement on an alternative method of dispute resolution, all unresolved disputes, of whatever nature, shall fall under the jurisdiction of the courts and tribunals of the district of Walloon Brabant.