1. Purpose and Application of the Terms & Conditions Agreement

These Terms and Conditions agreement define the terms and conditions under which BILDERBERG ADVISORY S.à r.l., EUROLUX GROUP S.à r.l. and GREIVELDINGER GROUP S.à r.l., each a company incorporated under the laws of Luxembourg with its registered office at 16 cité Bourfeld, L-8354 Garnich, Luxembourg (together, “BILDERBERG ADVISORY”), will perform Services for the Client, the principles of collaboration between BILDERBERG ADVISORY and the Client, and more generally, their respective rights and obligations regarding the performance of the Services.

These General Conditions are deemed to have been duly brought to the attention of all Clients and accepted by them. They are therefore applicable to any provision of services, unless otherwise stipulated in writing by BILDERBERG ADVISORY.

2. Definitions

For the purposes hereof, each of the terms defined below shall have the following meaning:

“Client” refers to the company or entity as defined in the Special Conditions, for which BILDERBERG ADVISORY will perform the Services.

“General Conditions” refers to these general terms and conditions. BILDERBERG ADVISORY may not be bound by any other document, including but not limited to booklets, presentations of the firm and its activities, which have only an indicative and non-binding value.

“Special Conditions” refers to all documents duly accepted by both Parties, referring to the General Conditions, and which complete such conditions. The Specific Conditions may include an offer of services, a mission letter, a mission proposal from BILDERBERG ADVISORY and/or a description of the Services.

“Contract” refers to the General Conditions and the Specific Conditions associated thereto.

“Completed Works” refers to all documents, work or programs created or developed by BILDERBERG ADVISORY for the purpose of being provided to the Client in connection with the performance of the Services. The term “Completed Works” shall not apply to software, or its documentation, granted directly to the Client by a third party, or to their modified, improved or derived versions, or more generally to products or services provided by third parties.

“Parties” refers to the Client and BILDERBERG ADVISORY.

“Services” refers to the services performed by BILDERBERG ADVISORY for the Client, as defined in the Special Conditions.

3. Priority Order of Documents / The Entire Agreement

The General Conditions and Specific Conditions constitute the entire Contract between the Parties and supersede any prior agreement, written or oral, concerning its subject matter. They may only be amended by a written agreement signed by the two Parties.

In the event of any inconsistency between the General Conditions and the Special Conditions, the Special Conditions shall prevail, unless otherwise provided in the Special Conditions.

4. Formation of the Contract

The Contract is deemed to be formed upon acceptance of the Client of the offer of services submitted by BILDERBERG ADVISORY, and BILDERBERG ADVISORY has become aware of the Client’s acceptance, which expressly refers to the application of the General Conditions. Unless otherwise agreed upon by the Parties, any potential general conditions of the Client which are incompatible with these General Conditions shall not bind BILDERBERG ADVISORY, even if BILDERBERG ADVISORY has not expressly opposed such conditions.

All orders must be made in writing. Nevertheless, BILDERBERG ADVISORY may accept a verbal order and start performing the Services without delay. However, the Client undertakes to confirm the verbal order in writing within thirty (30) days of the verbal order. The Client also undertakes to pay all expenses incurred by BILDERBERG ADVISORY upon acceptance of the verbal order, whether or not the order is subsequently confirmed in writing. In the absence of written confirmation within such period, the order will be considered to correspond to what BILDERBERG ADVISORY has provided and in accordance with these General Conditions.

5. Services

5.1. Performance of Services

BILDERBERG ADVISORY undertakes to perform the Services for the Client under the terms of the Contract.

The Services may be performed either by BILDERBERG ADVISORY personnel or by BILDERBERG ADVISORY subcontractors or co-contractors, at the Client’s location or remotely.

The Services may include providing advice and recommendations, and where applicable, assistance in their implementation. Unless otherwise provided in the Special Conditions, the Client is solely responsible for the implementation of the advice and recommendations provided by BILDERBERG ADVISORY, as well as for its own choices and decisions.

5.2. Personnel

If the Special Conditions provide for the intervention of BILDERBERG ADVISORY collaborators in the performance of the Services, BILDERBERG ADVISORY will use its best efforts to ensure the availability of such collaborators.

If BILDERBERG ADVISORY wishes to substitute these collaborators, for any reason, it undertakes to inform the Client by providing a notice within a reasonable period and to appoint replacements with equivalent skills or training. Subject to informing BILDERBERG ADVISORY by notice within a reasonable period, the Client may request the replacement of any member of the BILDERBERG ADVISORY team by mutual agreement with the person responsible for the mission.

5.3. Schedule

The Client and BILDERBERG ADVISORY shall determine in the Special Conditions the schedule and estimated deadlines for the performance of the Services and shall jointly make their best efforts to comply with them. BILDERBERG ADVISORY will inform the Client of any difficulties, real or anticipated, which may delay the performance of the services, in such a way as to enable the adaptation of the modalities of intervention.

5.4. Services Follow-up

BILDERBERG ADVISORY undertakes to report regularly to the Client with respect to the progress of performance of the Services. The frequency and format of these reports may be defined by the Parties in the Special Conditions.

6. Client’s Obligations

6.1. Commitment to Collaboration

The Client undertakes to collaborate with BILDERBERG ADVISORY from the beginning of the performance of the Services, with the understanding that the performance of the Services by BILDERBERG ADVISORY is contingent upon the proper performance by the Client of its own obligations.

The Client undertakes to ensure that its employees, representatives and subcontractors collaborate actively with BILDERBERG ADVISORY. If one of the Client’s employees, representatives or subcontractors fail to comply with this obligation of collaboration, BILDERBERG ADVISORY may request a replacement, which the Client hereby accepts.

If BILDERBERG ADVISORY is required because of the Client to assume all or part of the Client’s obligations, the cost of these Services will be invoiced in addition, based on the intervention rates set out in the Special Conditions.

The Client also undertakes to provide BILDERBERG ADVISORY with all the resources, material or otherwise necessary to ensure the quality of the Services, the operational success of the recommendations, actions and investments advised by BILDERBERG ADVISORY.

The Client shall allow BILDERBERG ADVISORY timely access to its data, documents, files, programs, and, more generally, any information or elements that it deems necessary for the proper performance of the Services, hereinafter referred to as the “Information” of the Client. The Client is responsible for the accuracy and completeness of the Information transmitted or made available to BILDERBERG ADVISORY.

6.2. Payment for Services

The Client undertakes to pay the fees and expenses agreed upon in the Contract, in accordance with the terms and conditions set out in Section 8 below.

6.3. Acceptance

The Client undertakes to validate the Services and/or the Completed Works or to formulate in writing its reservations to BILDERBERG ADVISORY.

Unless otherwise provided in the Special Conditions, the Services and the Completed Works shall be deemed to have been accepted by the Client if (i) no reservations are made in writing by the latter within fifteen (15) calendar days following receipt of the Services and/or the Completed Works, or (ii) if the Client makes use, in whole or in part, of the Services and/or the Completed Works delivered by BILDERBERG ADVISORY.

6.4. Third Party Intervention

If the Client calls upon one or more third parties to provide services or goods that may directly or indirectly affect the performance of the Services, the Client undertakes that the contracts concluded with these third parties and/or their performance, shall not impede on the provision of the Services.

Unless otherwise stipulated in the Special Conditions, the Client is solely responsible for the actions of the third parties with whom he has contracted with, as well as for the quality of their services and/or supplies.

7. Ownership and Licensing

7.1. Ownership of Completed Works

BILDERBERG ADVISORY remains the owner of all rights, titles or interests in and to the Completed Works and, except for the license expressly granted in this section, the Client shall not acquire any right, title or interest therein.

7.2. License

BILDERBERG ADVISORY remains the sole and complete owner of the Completed Works and hereby grants the Client a personal worldwide, non-transferable license to use, reproduce, distribute, modify, translate and publish the Completed Works for the legal term of the intellectual property rights concerned and without additional royalties at the price agreed upon in the Contract. However, this license remains subject to the total and final settlement by the Client of all amounts due to BILDERBERG ADVISORY under the Contract.

Unless otherwise stipulated in the Special Conditions, the Services and the Completed Works are provided for the sole benefit and internal use of the Client.

Unless the authors waive the right of quotation, neither the name, nor, where applicable, the logo or trademark of BILDERBERG ADVISORY may be removed from the Completed Works. The authorship of BILDERBERG ADVISORY on the Completed Works must be mentioned on any copy or extract thereof.

8. Financial Conditions and Reimbursement of Expenses

8.1. Estimate and Preliminary Quote

Any price estimate of the Services given by BILDERBERG ADVISORY, for forecasting purposes, is given only as an indication.

8.2. Basis of Calculation and Price of Services

The price of the Services is defined in the Special Conditions.

When the time-spent calculation is adopted, and unless otherwise stipulated in the Special Conditions, the price will normally be calculated based on the legal working time and rates mentioned in the Special Conditions.

8.3. Reimbursement of Expenses

The Client undertakes to reimburse BILDERBERG ADVISORY for travel, meals and accommodation expenses incurred by BILDERBERG ADVISORY and its subcontractors in performing the Services. The Parties may agree on other terms and conditions in the Special Conditions.

8.4. Taxes

The price of the Services does not include applicable taxes. The Client therefore undertakes to pay the applicable taxes at the rate in effect at the time of invoicing the price for the Services.

8.5. Terms of Payment

Unless otherwise specified in the Special Conditions, prices will be in Euros and BILDERBERG ADVISORY invoices will be issued monthly.

Invoices must be paid within ten (10) working days of receipt by the Client, unless otherwise agreed between the Parties, and in a single cash payment, net and without discount. The Parties may agree on other payment terms in the Special Conditions. Invoices whose payment is not received by the due date will bear interest at the rate of the legal interest rate in force in Luxembourg on the due date, without any formal notice being necessary. An additional lump sum of fifty (50) euros will also be applied as recovery costs. Without prejudice to its rights or remedies, BILDERBERG ADVISORY reserves the right to suspend or completely stop the performance of the Services in the event of non-payment by the Client within the specified period.

8.6. Price Revision

Unless otherwise provided in the Special Conditions, the Client acknowledges and accepts that BILDERBERG ADVISORY may modify, once a year, its applicable rates, even during the performance of the Services, to consider:

– any revision of its rates

– potential salary increases or any other type of promotion for the employees of BILDERBERG ADVISORY involved in the performance of the Services.

BILDERBERG ADVISORY undertakes to inform the Client in writing of any change in its rates. The change in rates will then take effect within thirty (30) calendar days of such notice.

The Parties agree that any increase of the Luxembourg Index of cost of living, will be incorporated into the rates. The change in rates will then take effect on the 1st day of the month following of such notice.

9. Confidentiality

9.1. BILDERBERG ADVISORY and the Client undertake to keep strictly confidential, information of any nature relating to the Services and to themselves, hereinafter the “Confidential Information”, and not to disclose such Confidential Information, in whole or in part, in any manner whatsoever, to a third party.

9.2. Confidential Information does not include information within the public domain, or for which the Parties have received such information with the authorization from a third party, or already known to them prior to their disclosure. The two Parties shall take with respect to their employees, representatives and/or subcontractors all necessary measure to ensure the secrecy and confidentiality of all Confidential Information under their responsibility.

9.3. This Contract and its appendices are deemed to be confidential, and as such, they may not be published or communicated to unauthorized third parties. However, BILDERBERG ADVISORY is authorized by the Client to refer to the Client’s names, trademarks and distinctive signs, as well as to the Services and Completed Works pursuant to the Contract in its presentations and commercial documents.

9.4. The terms of this section shall remain in effect for a period of three (3) years after the assignment, completion or termination of the Contract for any cause whatsoever.

9.5. In the event of termination as provided for in Section 14.2 hereof, BILDERBERG ADVISORY shall keep the Client’s Confidential Information for record keeping purposes or, at the request of the Client, shall return the Confidential Information to the Client.

10. Personal Data

Data collected, held and/or used by the Parties during their performance under the Contract and which constitutes personal information within the meaning of Article 4 of the General Data Protection Regulation (“GDPR”), i.e. any information relating to an identified or identifiable natural person, shall be protected by the GDPR, with which the Parties must fully comply.

11. Warranties

BILDERBERG ADVISORY guarantees that it will perform the Services with professionalism and with the diligence generally required for the fulfilment of an obligation of means.

Except as otherwise provided in the Special Conditions, no other conditions and/or warranties, express or implied, are granted to the Client with respect to the Services and the Completed Works, their performance, their conformity or their adequacy for a particular purpose.

The Client undertakes to guarantee and indemnify BILDERBERG ADVISORY against all damages, losses or costs suffered by BILDERBERG ADVISORY resulting from any claim from a third party, having as their cause or purpose, directly or indirectly, the Services and Completed Works or the provisions of the Contract.

12. Liability and Recourse

12.1. Exclusion

BILDERBERG ADVISORY assumes no liability for indirect damages suffered by the Client, its employees, representatives and/or subcontractors, because of the Services, including but not limited to: (i) losses or damages suffered as a result of claims by a third party; and (ii) losses in turnover, operations, profit, economy, business opportunity, investments and/or data.

12.2. Limitation of Liability and Method of Remedy

If one of the Parties breaches its contractual obligations, in whole or in part, the Party affected by such breach shall take the necessary measures to minimize its prejudice.

In any event, BILDERBERG ADVISORY’s total liability, under or in connection with the Contract, may never exceed the total amount of the price paid to BILDERBERG ADVISORY by the Client pursuant to the Contract.

12.3. Limitation Period and Standing to Sue

Subject to legal prescription, any action based on or related to the Contract shall be brought within a maximum period of one (1) year from the date on which the Party instituting a recourse first became aware, or should have become aware, of the facts on which it was brought.

As the Contract is concluded between the Client and BILDERBERG ADVISORY, any claim or action arising hereunder against BILDERBERG ADVISORY may only be brought by the Client.

13. Non-Exclusivity

The Contract does not in any way exclude or limit BILDERBERG ADVISORY’s right to: (i) advise or provide services of any kind to any natural or legal person of its choice, or (ii) develop, for itself or on behalf of third parties, elements that may compete with the Completed Works, regardless of their similarity with the Completed Works.

14. Term and Termination

14.1. Term

The Contract shall take effect from the date of entry into force provided for in the Special Conditions.

In the absence of such a stipulation, the Contract shall come into effect on the earlier of the following two dates: (i) the date on which the performance of the Services is commenced, or (ii) the date on which the Parties sign the Contract.

14.2. Termination

14.2.1 Termination without breach

Either Party may terminate the Contract by notifying the other Party of its intention by registered mail with return receipt, and subject to a notice of:

– three (3) months if the duration of the Services is determined, or by respecting the expiry of the term if the duration of the Contract is less than three (3) months; or

– two (2) months if the duration of the Services is not determined.

In all cases, the Client undertakes to pay BILDERBERG ADVISORY all sums due (price corresponding to the maintenance of the team in place or planned and reimbursement of expenses) until the effective date of the termination.

14.2.2 Termination in the event of a breach

In the event of a breach, by one of the Parties, of one of its contractual obligations, the other Party reserves the right to terminate the Contract, by operation of law and without any judicial formality being necessary, by informing the other Party by registered mail with return receipt, if this breach is not cured within thirty (30) calendar days after sending a formal notice, and this, without prejudice to any damages claimed.

14.2.3 Termination in the event of specific events

Subject to the legal provisions in force, each Party may terminate the Contract, subject to a seven (7) calendar days’ notice, by informing the other Party in writing upon or after the occurrence of one of the following events: (i) any decision taken by the other Party in view of its dissolution, or any decision of a competent court ordering the dissolution or liquidation of the other Party; (ii) the appointment of a judicial administrator; (iii) the conclusion by the other Party of an amicable agreement or arrangement, whether or not approved by a competent court, with its creditors, or the filing by the other Party in a competent court of an application for protection measures to be taken against its creditors, or; (iv) any similar event in any jurisdiction.

14.2.4 Consequences of termination

Within thirty (30) calendar days of the expiry or termination of the Special Conditions or the Contract, for any reason whatsoever, each Party undertakes to return to the other all property or elements belonging to it, or which were previously in its possession or under its control. However, the Client may retain the Completed Works, in accordance with the terms of the license granted to it under section 7.2 hereof.

In the event of termination as defined under Section 14, the Client undertakes to pay BILDERBERG ADVISORY the fees and expenses due up to the effective date of termination of the Contract. The termination of a Service does not affect the performance of the other Services performed by BILDERBERG ADVISORY for the Client.

15. General Provisions

15.1. Subcontracting and Co-Contracting

Subject to the Special Conditions, BILDERBERG ADVISORY reserves the right to subcontract or co-contract the performance of the Services, in whole or in part, with a third party of its choice.

Unless otherwise stipulated in the Special Conditions, BILDERBERG ADVISORY remains responsible for the proper performance of the subcontracted Services.

15.2. Force Majeure

With the exception of the payment of a sum of money, neither Party may be held liable for delays, or other breaches of its obligations, resulting from circumstances or events of force majeure, as defined by the Luxembourg courts, including but not limited to, (i) the acts, omissions or defects of any third party to the Contract (with the exception of BILDERBERG ADVISORY subcontractors or the Client); (ii) fires or other natural, external or internal disasters, strikes or industrial disputes external to the Party concerned, wars, acts of terrorism or other violence, (iii) any legal or regulatory provisions or administrative decision; or (iv) any computer failure, telecommunications blockage or any other case beyond the control of the Parties preventing the normal performance of the Contract.

Each Party undertakes to inform the other Party as soon as possible in the event of a force majeure event.

15.3. Assignment

The rights and obligations arising from the Contract may not be assigned in whole or in part, free of charge or against payment, by one Party without the prior written consent of the other Party, which may not be opposed without cause. Nevertheless, BILDERBERG ADVISORY may assign its rights and obligations under the Contract, upon simple notification to the Client, to (i) any legal entity constituted to, or authorized to, take over all or part of BILDERBERG ADVISORY’s activities; to (ii) its subsidiaries or (iii) the companies that control it.

15.4. Non-Solicitation

During the performance of the Services and for the following six (6) months thereafter, no Party may, without the prior written consent of the other Party, make direct or indirect employment offers to an employee of the other Party who has participated in the performance of the Services.

However, this section does not prevent the Parties from hiring personnel who have applied for a position or participated in a recruitment campaign on their own initiative.

15.5. Independence of the Parties

The Parties are independent of each other, and no Party may act or present itself as an agent, associate, partner or representative of the other Party.

15.6. Personnel of the Parties

BILDERBERG ADVISORY employees remain under the direction and control of BILDERBERG ADVISORY. Under no circumstances may they be considered as employees of the Client. Consequently, the Contract does not create any subordinate relationship between BILDERBERG ADVISORY personnel and the Client.

15.7. Appointment of an Authorized Representative

Each Party undertakes to appoint an authorized representative to facilitate the performance of the Services and communications with the other Party.

15.8. Survival of Certain Obligations

In the event of the termination of the Contract, the provisions of this Contract with respect to payment, license and ownership rights, confidentiality, warranties, liability and remedies, non-exclusivity and non-solicitation shall remain in full force and effect for the period provided for in such provisions.

16. Applicable Law and Dispute Resolution

The Contract shall be governed by and construed in accordance with Luxembourg Law. Any dispute relating to the interpretation, formation, performance or termination of the Contract shall be the subject to a prior attempt at an amicable settlement.

If the Parties are unable to reach a settlement within one (1) month of the date in which the dispute arises, the dispute shall be referred to the competent court at the registered office or principal place of business of BILDERBERG ADVISORY.