General terms of advisory services agreement

1. [Advisory Services Agreement] We, Verdian, will provide advisory services to you, the Client, especially in the areas of Sustainability and Business Regulation, as specified in the Engagement Letter. The Engagement Letter, and these General Terms, together form the Advisory Services Agreement (the Agreement) concluded between you and us (the Parties). In case of discrepancies, the Agreement prevails. We will provide the services under the Czech Advocacy Act, in accordance with the Ethical Standards set by the Czech Bar Association. Our cooperation will be further governed by the Czech Civil Code, Article 2430 et seq., and the laws of the Czech Republic, and the European Union. The Agreement will govern our cooperation from your acceptance of the Engagement Letter, or from the commencement of our cooperation, whichever occurs first.

2. [Scope] The scope of our cooperation is set by the Engagement Letter and may later be possibly specified, or modified, with our mutual agreement typically via e-mail. The scope may also be set in your request and by our directly providing the service. If we do not confirm acceptance of your request within 5 days, we can consider it to have been declined.

3. [Team, Communication] We will provide services via our employees or sub-contractors, typically Attorneys-at-law, paralegals, and other advisors and personnel cooperating with us on a long-term or ad-hoc basis. Project teams are organized based on project needs, to ensure both our high professional standards and efficiency. The Parties will agree on the means of communication as suitable for project purposes, and generally consider e-mail, with a clear indication of the sender, to be taken as a written form of communication. Any oral advice or draft output needs to be confirmed to you in writing for you to be able to rely on it. We handle all personal data provided by you with due care and in accordance with applicable Czech and EU Data Protection regulations.

4. [Your Input] You will provide us with all relevant input information and necessary cooperation. We rely on this as we cannot check their correctness and will not do so, unless specifically agreed. In line with the recommendation of the Czech Bar Association, we would like to point out that submitting counterfeited or altered evidence in court, or at similar proceedings, may be considered as committing the crime of obstruction of justice. We will not be bound by your instructions which would not comply with the law or the Czech Bar Association regulations.

5. [Fees & Expenses] The fee for our services is set by the Engagement Letter and may later be modified with the mutual agreement of the Parties, typically by e-mail. VAT needs to be added to the fee, if applicable. Unless a project fee, a success fee, or other fee arrangement is agreed, a general hourly rate is used calculated for each 10 minutes spent on provision of the services by our team members irrespective of their seniority. We are entitled to increase the general hourly rate each calendar year typically from 1 February by the annual average inflation rate in the Czech Republic expressed in the change of average annual consumer prices index announced by the Czech Statistical Office for the preceding calendar year. Such a general hourly rate increase takes place at the beginning of the next calendar month upon our announcement of the increase to you. Fees cover our general direct expenses like phone calls, copying, postage or reasonable travel costs, but do not cover our other direct expense like court fees, notary fees, or other administrative fees, valuations, or other professional input, translations, major travel costs, or other extraordinary costs like mass copying or courier usage. Any expenses that are to be paid on top of the fee need to be approved by you.

6. [Invoicing] We issue invoices typically on a monthly basis. This is the case unless a limited scope of our services provided in the given period, or a pending phase of our project, would lead to our mutual understanding that the invoice should be issued for a longer period. We will invoice after you approve an overview of the services provided. You undertake that within one week, you will approve the overview or comment upon it, in order to enable its rapid settlement. At your optional request, the invoices may include a detailed description of the services provided. Unless agreed otherwise, the services will be provided as an on-going activity in accordance with VAT regulations, with the activities specified in individual invoices representing partial performance and is considered to have been delivered on the day of invoice issuance. A payment is considered to have been made when it has been credited to our account.

7. [Liability] We undertake to perform our services with due professional care. Still, in the event that we cause any material or immaterial harm to you, we are liable for it, with our liability not exceeding EUR 250,000. The Parties agree that the agreed fees reflect this liability cap. Any claim you may wish to make in connection with the Agreement can only be made against Verdian, as opposed to especially our employees, sub-contractors, or shareholders, who do not bear any liability for the services provided. Our services are addressed only to you and may be disclosed to a third party only upon our previous approval. Even if our previous approval has been given, we are not liable for the use of the services by any such third party.

8. [Termination, references] Either Party may terminate the Agreement at any time, without any reason given nor required, by giving written notice to the other Party. Your notice will have an immediate effect upon its delivery to us, and our notice will take effect one month upon delivery to you. If the Agreement is terminated before the delivery of an agreed scope of services, we will interrupt the work and specify the scope prepared until the moment of termination for the purpose of its delivery and the settlement of fees. We may also terminate the Agreement under circumstances provided for under the Czech Advocacy Act, and in accordance with the Ethical Standards set by the Czech Bar Association. You agree that we can use your company name, logo, and a short description of the subject matter of our cooperation for marketing purposes and we undertake to use these in a way that will not negatively affect your interests. Should there be any dispute between us in connection with the Agreement, the Parties will seek to first settle amicably. If this is without success, all disputes arising from the Agreement, or in connection with it, will be finally decided upon with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic according to its Rules, by three arbitrators, in accordance with the Rules of that Arbitration Court.

9. [Update of General Terms] We may need to change the General Terms from time to time, typically to adjust them to new public regulations. In this event, we will inform you in advance, and explain to you the changes in a timely manner.

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Version 1.0
1 October 2022