General terms and conditions of ASM Tax and Legal B.V. (version 2026).

These General Terms and Conditions are available in Dutch and in English. In the event of any difference in content or interpretation between the two versions, the Dutch text is binding.

Article 1 Definitions

1.1 In these general terms and conditions the following definitions apply:

ASM: the private limited liability company ASM Tax and Legal B.V., having its corporate seat in Amsterdam, with its office at Rijnsburgstraat 9 (room 3.5), 1059 AT Amsterdam, registered with the Trade Register of the Chamber of Commerce under number 94454817, as well as its universal successors.

Client: any natural person or legal entity that gives an Engagement to ASM or that enters into negotiations with ASM in that respect.

Consumer: a Client who is a natural person and who does not act in the exercise of a profession or business.

Engagement: any contract for services within the meaning of article 7:400 of the Dutch Civil Code between ASM and the Client, including any amended, additional or follow up engagement.

Services: all work that ASM performs or has performed in the context of an Engagement.

Associated Persons: all current and former directors, shareholders, lawyers, tax advisers, employees and other persons who work or have worked for or on behalf of ASM, including their practice companies, as well as all persons for whose acts or omissions ASM could be held liable.

AI System: an AI system within the meaning of article 3(1) of Regulation (EU) 2024/1689.

Personal Data: personal data within the meaning of article 4(1) of Regulation (EU) 2016/679 (GDPR).

Professional Rules: the Dutch Advocates Act, the Legal Profession Regulation (Verordening op de advocatuur), the Legal Profession Rules (Regeling op de advocatuur), the 2018 Rules of Conduct for advocates and the other regulations of the Netherlands Bar Association, as well as the Professional Practice Regulations of the Dutch Association of Tax Advisers, as amended from time to time.

AML Legislation: the Dutch Act on the prevention of money laundering and financing of terrorism (Wwft), the Dutch Sanctions Act 1977 and, once and to the extent applicable, Regulation (EU) 2024/1624, together with the regulations based thereon.

Article 2 Applicability and Formation

2.1 These general terms and conditions apply to all offers, quotations, Engagements, Services and other legal acts of ASM with, for or towards the Client, and apply equally to any amended, additional or follow up engagement.

2.2 Engagements are accepted and performed exclusively by ASM and exclusively subject to these general terms and conditions. Any general terms and conditions of the Client are expressly rejected and do not apply, including where reference is made to them in any document of the Client.

2.3 The Engagement is formed at the moment ASM confirms it to the Client in writing. If performance of the Services commences before a written engagement confirmation has been issued, the Engagement is deemed to have been formed subject to these general terms and conditions at the moment performance commenced.

2.4 Engagements may also be formed by electronic means. By approving an engagement confirmation or a quotation electronically, for instance by means of an electronic signature or by ticking a box provided for that purpose, the Client accepts these general terms and conditions.

2.5 Additional arrangements, undertakings and amendments to the Engagement or to these general terms and conditions bind ASM only if and to the extent confirmed by ASM in writing. As between ASM and a Client who is not a Consumer, this provision constitutes an agreement on evidence within the meaning of article 153 of the Dutch Code of Civil Procedure; evidence to the contrary remains admissible.

2.6 ASM is entitled to amend these general terms and conditions. The amended terms apply from the moment they have been communicated to the Client or made available electronically. A Consumer who does not agree to the amendment is entitled to terminate the Engagement within thirty days of that communication, with due observance of article 11.

2.7 These general terms and conditions are published on the ASM website, where they can be consulted and downloaded. They are provided free of charge upon first request. They are provided to a Consumer before or at the time the Engagement is formed.

2.8 The information to be provided pursuant to article 6:230b of the Dutch Civil Code can be found on the ASM website.

Article 3 The Engagement and its Performance

3.1 All Engagements are accepted and performed exclusively by ASM and not by any Associated Person. This applies even if it is the express or implied intention of the Client that the Engagement be performed by a particular person. The applicability of articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.

3.2 ASM performs the Engagement to the best of its knowledge and ability, observing the duty of care under article 7:401 of the Dutch Civil Code and the Professional Rules. ASM accepts obligations to use its best efforts only and does not warrant that any intended result will be achieved.

3.3 The Client is entitled to give ASM timely and reasonable instructions concerning the performance of the Engagement, in accordance with article 7:402 of the Dutch Civil Code. ASM is not obliged to follow instructions that conflict or may conflict with the Professional Rules or with any statutory provision, or that in the opinion of ASM would harm the interests of the Client.

3.4 ASM is entitled to have the Engagement performed in whole or in part by third parties or to engage third parties in its performance, including translators, interpreters, bailiffs, couriers, experts, civil law notaries and foreign lawyers and tax advisers. ASM is free in its choice of such third parties and exercises due care in making that choice. ASM informs the Client in advance of the engagement of such third parties and of the costs involved. ASM is entitled to accept, also on behalf of the Client, any limitation of liability stipulated by such a third party.

3.5 The Services are performed exclusively for the benefit of the Client. Third parties may not derive any rights from the content of the Engagement, from the Services or from the results thereof, even if they qualify directly or indirectly as an interested party in the result.

3.6 ASM is entitled to decline an Engagement or not to continue it if, in its opinion, acceptance or continuation would conflict with the Professional Rules, with the AML Legislation or with any other statutory provision, or if a conflict of interest exists or threatens to arise.

3.7 Any periods stated for the performance of Services are indicative and are never strict deadlines, unless expressly agreed otherwise in writing. Statutory and procedural time limits remain fully applicable.

Article 4 Obligations of the Client and AML Legislation

4.1 The Client provides ASM in good time with all data and documents, including unsolicited and on its own initiative, that the Client knows or should reasonably know may be relevant to the performance of the Engagement.

4.2 The Client warrants that the data and documents provided by or on behalf of the Client are, to the best of the Client’s knowledge, correct, complete and authentic. ASM is not obliged to verify their correctness, completeness or authenticity and may rely on them.

4.3 ASM is obliged under the Legal Profession Regulation to satisfy itself of the identity of the Client in every Engagement, and under the AML Legislation, to the extent applicable, to identify and verify the Client and its ultimate beneficial owners, to establish the purpose and intended nature of the business relationship and the source of funds, to screen the Client against sanctions lists and to monitor the relationship on an ongoing basis. The Client fully cooperates, including by completing and signing truthfully and in full the forms used by ASM for that purpose and by providing the documents requested, and notifies ASM of any changes without delay. ASM is entitled not to accept the Engagement, to suspend the Services or to terminate the Engagement if that investigation cannot be completed, cannot be completed in time or cannot be completed in full.

4.4 ASM is obliged under the AML Legislation to report unusual transactions, whether performed or intended, to the Netherlands Financial Intelligence Unit without delay. The AML Legislation prohibits ASM from informing the Client or any third party of such a report or of any subsequent investigation. ASM does not receive payments from, make payments to or set off against persons or entities listed on a sanctions list.

4.5 ASM is not liable for damage arising from or in connection with its compliance with its obligations under the AML Legislation, the Professional Rules or any other statutory provision, including damage resulting from declining, suspending or terminating an Engagement, from making a report and from not informing the Client thereof.

4.6 If an Engagement is given by two or more persons, they are jointly and severally liable towards ASM for the performance of all obligations arising from the Engagement. A person who gives an Engagement on behalf of a legal entity or other form of cooperation warrants that he is authorised to do so.

Article 5 Fees, Payment, Interest and Collection Costs

5.1 Unless expressly agreed otherwise in writing, the fee is determined by the number of hours spent on the performance of the Engagement multiplied by the hourly rate applicable to the person concerned and the nature of the work. The rates are stated in the engagement confirmation. Before the Engagement commences, ASM provides, to the extent reasonably possible, an estimate of the expected costs.

5.2 ASM is entitled to revise its hourly rates annually, ordinarily with effect from 1 January. The Client is notified thereof in writing or by electronic means. A Consumer who does not agree to the revision is entitled to terminate the Engagement within thirty days of that notification, with due observance of article 11.

5.3 In urgent matters which in the opinion of ASM require work outside regular office hours or work taking priority over other work, a surcharge of twenty five per cent of the hourly rate may be charged. ASM notifies the Client in advance if this surcharge is applied.

5.4 Internal office costs are not charged separately. Special costs and external costs are charged in full as disbursements, including court registry fees, official charges, bailiff costs, costs of third parties engaged, costs of extracts and translations, and travel and accommodation costs outside Amsterdam.

5.5 All rates and amounts stated are in euro and exclusive of value added tax and disbursements, unless expressly stated otherwise.

5.6 ASM is entitled at all times to require an advance payment or a deposit and to require security for the payment of its claims, and to suspend its Services until this has been provided. Unless agreed otherwise, a deposit is set off only against the final invoice or invoices. No interest is paid on a deposit. If the nature or scope of the Services or the payment conduct of the Client gives cause to do so, ASM may require an additional deposit before continuing the Services.

5.7 Invoices are ordinarily issued monthly. Payment must be made within ten days of the invoice date, without deduction or set off. Upon expiry of that period the Client is in default by operation of law, without any notice of default being required.

5.8 In the event of late payment the Client owes statutory commercial interest within the meaning of article 6:119a of the Dutch Civil Code, or, if the Client is a Consumer, statutory interest within the meaning of article 6:119 of the Dutch Civil Code.

5.9 A Client who is not a Consumer owes, in the event of late payment, all judicial and extrajudicial costs incurred by ASM in connection with collection. If the Client is a Consumer, extrajudicial collection costs are owed in accordance with the Dutch Decree on compensation for extrajudicial collection costs, after the Client, already being in default, has been summoned by ASM in writing to pay within fourteen days, commencing the day after the day of receipt of the summons, and payment has not been made within that period.

5.10 A Client who is not a Consumer is not entitled to suspend its payment obligation or to set it off against any claim against ASM. Disputing an invoice does not suspend the payment obligation.

5.11 ASM is entitled to suspend the Services or to terminate the Engagement for as long as invoices, advance payments or deposits remain unpaid. ASM notifies the Client in advance. Damage arising from such suspension or termination is for the account of the Client.

5.12 All amounts owed by the Client to ASM become immediately due and payable if the Client is in default, is declared bankrupt or an application to that effect has been filed, applies for a suspension of payments, becomes subject to the statutory debt restructuring scheme, has a substantial part of its assets attached, is placed under guardianship or administration, or, if the Client is a legal entity or partnership, ceases or disposes of its business in whole or in substantial part, is dissolved or enters into liquidation.

Article 6 Objections to Invoices and Complaints about Services

6.1 Objections to an invoice must be notified to ASM in writing, with reasons, within thirty days of the invoice date. Failing such notification, the invoice is deemed to have been accepted. This provision is without prejudice to the rights of a Consumer.

6.2 Complaints about the Services must be notified to ASM in writing, with reasons, within a reasonable period after discovery and in any event within ninety days after the Client discovered or should reasonably have discovered the defect. This provision is without prejudice to article 7 and to the rights of a Consumer. Article 14 applies to the handling of complaints.

Article 7 Liability

7.1 Any failure, error or lack of care in the provision of services can give rise to liability of ASM only. Any liability of Associated Persons is excluded, irrespective of the basis of that liability and therefore including where the claim is based in tort.

7.2 Any liability of ASM for a failure in the performance of an Engagement, as well as in tort or on any other basis, is limited in its entirety to the amount paid out in the case concerned under the professional liability insurance taken out by ASM, increased by the deductible payable by ASM under the applicable policy conditions.

7.3 ASM is never liable for indirect or consequential damage, which in any event includes business interruption loss, loss of profit, lost savings, lost opportunities, reputational damage and non material damage.

7.4 ASM is not liable for damage suffered by the Client or by third parties that results from incorrect, incomplete, inauthentic or untimely data or documents provided by or on behalf of the Client, or that otherwise results from any act or omission on the part of the Client.

7.5 ASM is not liable for failures of the third parties referred to in article 3.4. To the extent ASM has made use of third parties in the performance of an Engagement, the Client can never assert more rights against ASM than ASM can assert against those third parties. Conditions limiting, excluding or determining liability that may be invoked against ASM by third parties may also be invoked by ASM against the Client.

7.6 The limitations and exclusions of liability set out in this article do not apply to the extent the damage results from intent or wilful recklessness on the part of ASM or of persons charged with its management.

7.7 All rights of claim and other powers of the Client against ASM, on whatever basis, lapse: (i) twelve months after the day on which the Client became aware, or could reasonably have become aware, of the damage and of the possible liability of ASM for it, and in any event (ii) twenty four months after the day on which the Services giving rise to the claim were performed, unless ASM has been notified of the claim in writing within those periods. In relation to a Consumer, the provision under (ii) does not apply to the extent it would result in a period shorter than one year calculated from the moment referred to under (i).

Article 8 Indemnity and Third Party Stipulation

8.1 The Client indemnifies ASM and the Associated Persons against all claims of third parties arising from or connected with the Services performed for the Client, as well as against the reasonable costs of legal assistance incurred by ASM in that connection, except to the extent the claim results from intent or wilful recklessness on the part of ASM or of persons charged with its management. Third parties include group companies, shareholders, directors, supervisory directors and family members of the Client as well as all persons working for or on behalf of the Client.

8.2 The provisions of these general terms and conditions, in particular the limitations and exclusions of liability and the limitation periods contained in them, are also stipulated for the benefit of the Associated Persons and of the third parties referred to in article 3.4. They and their universal successors may at all times invoke this irrevocable third party stipulation within the meaning of article 6:253 of the Dutch Civil Code, in respect of both contractual and non contractual claims.

Article 9 Confidentiality, Personal Data and Electronic Communication

9.1 ASM and the Associated Persons are bound to confidentiality towards third parties, which does not include third parties engaged in the performance of the Engagement. This obligation does not apply to the extent a statutory duty or a duty under the Professional Rules to disclose exists, or the Client has released ASM from its duty of confidentiality.

9.2 ASM is entitled to use the data and information of which it has become aware in the performance of the Engagement for the purpose for which they were obtained, as well as for the purposes of its normal business operations, including acting for itself or for an Associated Person in disciplinary, criminal, civil or administrative proceedings in which those data may be relevant, and in order to prevent such proceedings. ASM may invoke its duty of confidentiality and its legal professional privilege irrespective of the position taken by the Client in that respect.

9.3 ASM processes Personal Data in the context of the Engagement as a controller within the meaning of the GDPR, unless expressly agreed otherwise. ASM processes Personal Data in accordance with its privacy statement, which is published on the ASM website and provided upon first request.

9.4 ASM takes appropriate technical and organisational measures to protect confidential information and Personal Data. ASM and the Client inform each other without undue delay of any personal data breach affecting the other, and consult with each other before any notification is made to the supervisory authority or to data subjects, to the extent the statutory time limits permit.

9.5 The Client agrees that ASM uses electronic means of communication and digital services for the storage of data, whether or not offered by third parties, including cloud services, and that data may in that context be processed outside the European Economic Area, provided appropriate safeguards within the meaning of Chapter V of the GDPR are in place. Electronic messages qualify as written. Except in the event of intent or wilful recklessness, ASM is not liable for damage arising from the use of such means and services, including damage caused by interception, manipulation, delay, loss, corruption or viruses.

9.6 ASM is an undertaking separate from Ad.Fin Comply B.V. Information obtained by ASM in the context of an Engagement is not shared with Ad.Fin Comply B.V. without the express consent of the Client.

Article 10 Use of Artificial Intelligence

10.1 ASM may use AI Systems in the preparation and performance of the Services. ASM does so exclusively under human supervision and in accordance with the Professional Rules and with Regulation (EU) 2024/1689.

10.2 ASM never bases its advice, court documents or other results of the Services exclusively on the output of an AI System. The lawyer or tax adviser handling the matter verifies the output and remains at all times personally responsible for the content of the advice and for the protection of the Client’s interests.

10.3 To the extent ASM uses AI Systems in performing the Services, it processes confidential information and Personal Data of the Client exclusively in environments that comply with the requirements of confidentiality, information security and data protection applicable to ASM. Client data is not used for model training by providers of AI Systems.

10.4 ASM does not warrant that output generated by AI Systems is free from error, complete or up to date. Article 7 applies in full to damage connected with such output.

10.5 The Client indemnifies ASM against claims of third parties arising from data, instructions or input supplied by the Client for use with AI Systems.

10.6 The Client may exclude the use of AI Systems in its Engagement in writing. In that event ASM is entitled to decline the Engagement in whole or in part, or to charge the Client the additional costs resulting therefrom. ASM notifies the Client of the extent of those additional costs in advance.

Article 11 Termination, File and Client Monies

11.1 The Client may terminate the Engagement at any time in writing. A Consumer does not owe any compensation in respect of that termination, in accordance with article 7:408(3) of the Dutch Civil Code.

11.2 ASM may terminate the Engagement with due observance of a reasonable period, and with immediate effect if the Client fails to pay an invoice, advance payment or deposit in time, fails to provide the data requested, otherwise obstructs ASM in the performance of the Engagement, or if in the opinion of ASM continuation would conflict with the Professional Rules, with the AML Legislation or with any other statutory provision.

11.3 Upon termination of the Engagement, on whatever basis, the Client owes the fee and the disbursements for the Services performed up to that moment, as well as for the Services reasonably required to transfer the file to the Client or to a third party designated by the Client.

11.4 After closing a file, ASM retains it in its physical or digital archive for at least seven years, or for a longer period if a statutory provision or the Professional Rules so require. Upon expiry of that period ASM is entitled to destroy the file without further notice. Documents made available to ASM in original are returned to the Client upon request.

11.5 ASM does not maintain a client monies foundation and does not receive client monies. Monies due to the Client or to a third party are paid directly between the parties concerned. If ASM nevertheless receives monies intended for another party, it pays them to the party entitled as soon as possible.

Article 12 Intellectual Property

12.1 All intellectual property rights in the works, advice, models, court documents and other intellectual creations produced by ASM vest in ASM and remain its property at all times, irrespective of whether a fee has been charged for them.

12.2 ASM grants the Client a non transferable and non exclusive right to use and reproduce the results of the Services for the purpose for which they were produced, including providing them to the Client’s own advisers and to the authorities concerned.

12.3 Disclosure or provision of the results of the Services to third parties other than those referred to in article 12.2 is permitted only with the prior written consent of ASM.

12.4 ASM is entitled at all times to have its name stated on or with the works it has produced.

Article 13 Special Provisions for Consumers

13.1 This article applies only if the Client is a Consumer. The provisions of this article prevail over the other provisions of these general terms and conditions to the extent those deviate from them.

13.2 If the Engagement is formed exclusively by electronic means or otherwise at a distance, the Consumer has the right to rescind the Engagement without giving reasons within fourteen days of its formation, in accordance with article 6:230o of the Dutch Civil Code. ASM makes a model form available for that purpose.

13.3 The Consumer may request ASM to commence performance of the Services before the period referred to in article 13.2 has expired. If the Consumer expressly does so, the Consumer owes, upon rescission within that period, an amount proportionate to the part of the Engagement performed at the moment of rescission, in accordance with article 6:230s(5) of the Dutch Civil Code. If the Engagement has been fully performed at the request of the Consumer before the period has expired, the right of rescission lapses.

13.4 No provision of these general terms and conditions is intended to deviate from mandatory provisions of law protecting the Consumer. To the extent a provision of these general terms and conditions would be unreasonably onerous towards a Consumer, that provision does not apply in relation to that Consumer.

Article 14 Complaints Procedure, Governing Law and Competent Court

14.1 ASM operates an office complaints procedure within the meaning of article 6.28 of the Legal Profession Regulation. That procedure applies to every Engagement, can be consulted and downloaded on the ASM website and is provided free of charge upon first request. Complaints are handled by the external complaints officer, mr. T.J. Droog, advocaat in Amsterdam. A complaint may be submitted to ASM at info@asmtaxlegal.nl or by post and is forwarded by ASM to the complaints officer without delay.

14.2 A complaint is handled in accordance with the office complaints procedure. If the complaint has not been resolved after it has been handled, the Client may submit the complaint to the competent court referred to in articles 14.5 and 14.6.

14.3 The foregoing is without prejudice to the possibility of lodging a disciplinary complaint with the dean of the bar association in the district of Amsterdam or, to the extent the work of a tax adviser is concerned, through the disciplinary procedures of the Dutch Association of Tax Advisers. ASM informs the Client about these procedures upon request.

14.4 The legal relationship between ASM and the Client, these general terms and conditions and all obligations arising from or connected with them, including non contractual obligations, are governed exclusively by Dutch law.

14.5 All disputes arising from or connected with the legal relationship between ASM and the Client are submitted at first instance exclusively to the Amsterdam District Court, without prejudice to the right of ASM to submit a dispute to the court of the place of residence or establishment of the Client.

14.6 If the Client is a Consumer, the Consumer has, for a period of one month after ASM has invoked article 14.5 in writing, the opportunity to opt for the dispute to be settled by the court having jurisdiction under the law. Articles 17 to 19 of Regulation (EU) 1215/2012 remain fully applicable.

Article 15 Final Provisions

15.1 If a provision of these general terms and conditions is void or voidable or otherwise cannot be applied, the remaining provisions remain in full force. ASM and the Client will in that event consult with each other in order to replace that provision with a provision that approximates its purport as closely as possible. In relation to a Consumer, a term that must be regarded as unfair within the meaning of Directive 93/13/EEC does not apply and is not replaced by any substitute arrangement.

15.2 Engagements of an international nature, including engagements from Clients established outside the Netherlands, are likewise accepted and performed by ASM from the Netherlands, exclusively subject to these general terms and conditions and to Dutch law, without prejudice to mandatory provisions of foreign law.

15.3 These general terms and conditions (version 2026) replace all previous versions. They are published on the ASM website.