General conditions of Trust Company Amsterdam B.V.

A. General
In these general conditions the following definitions apply:
1. Principal: The person or legal entity who assigned the engagement company to
perform activities.
2. Engagement company: Trust Company Amsterdam BV (TCA). or an entity that
refers to these general conditions
3. Activities: All actions assigned to be performed by the engagement company directly
related to the assignment, everything in the broadest sense.
4. Documents: All matters supplied by the principal to the engagement company
comprising information carriers.

B. Applicability
1. These general conditions are applicable to all agreements that are made by the
engagement company with respect to the performance of activities.
2. General conditions of the principal are only applicable as far as they do not contradict
the general conditions of TCA In case of doubt concerning such contradiction, the
general conditions of the engagement company prevail.

C. Commencement and duration of the agreement
1. The agreement has been drawn up and initiates as from the moment that the
engagement company receives back the duly signed confirmation.
2. If the principal does not accept the offer within a month, than the engagement
company is no longer committed to the offer.
3. Parties are free to prove the existence of the agreement with other means.
4. The agreement is made for indefinite time except if derives from the granted
assignment follows that it has been made for a limited period of time.

D. Data from the principal
1. The assignment company receives all information and data as required by the
assignment company to perform the assignment in an appropriate way.
2. The principal will supply all documents required for compliance according to the law
and internal TCA rules. The principal will supply the information and data in time
and in the form the assignment company wishes.
2. The engagement company is entitled to suspend the assignment until the principal
meets it’s obligations as laid down in item E1.

E. Fulfilment of the assignment
1. The engagement company determines the way the granted assignment will be
2. The engagement company is empowered to contract out certain jobs to third parties
without giving notice to the principal.
3. As far as applicable the engagement company carries out the assignment according to
the professional instructions in The Netherlands.
4. If during the performance of the assignment work has been done for the benefit of the
enterprise or company of the principal that is not explicitly listed in the assignment,
than the files of the engagement company are sufficient evidence that the work is
covered by the assignment.

F. Secrecy and exclusivity
1. The engagement company has the duty to keep secret all details of a confidential
nature unless legal regulations require disclosure.
2. The engagement company is entitled to use financial data of the principal for
statistical purposes and bench marketing for as far as the details cannot be traced to
an individual principal.

G. Intellectual property rights
1. The engagement company owns all rights with respect to products of mind that it
uses or has used within the framework of the assignment received from the principal.
2. It is strictly forbidden for the principal to multiply, publish or exploit the products as
referred to in this article. Products in this case include at least: computer programs,
system design, methods, advises, (standard) contracts and all other products of the

H. Force major
1. If the engagement company cannot or cannot timely or duly fulfil its obligations from
this assignment due to a cause that cannot be accounted to him, the obligations will
be postponed until the moment the engagement company will be able to meet its
obligations in the agreed way. Not accountable causes comprise but are not limited to
stagnation in the normal processing within his organisation.
2. The principle is entitled to end in writing the assignment as a whole or partly and
without notice if item H 1 is applicable.

I. Fee
1. The engagement company is entitled to wait starting up the assignment or postpone
in due course the execution of the assignment till the principal has made a reasonable
advance payment or gave acceptable guarantee to the engagement company.
2. The fee of the engagement company, if applicable raised by out of pocket expenses
and advances related to hired parties will be invoiced periodically or after completion
of the assignment.
3. All fees and prices will be indexed without notice yearly.
4. In urgent or important matters the usual rates will be increased by 25% at least.
5. All fees are expressed without value added tax
6. Besides the fees 5% office costs and out of pocket expenses will be charged.

J. Payment
1. The principal authorises the engagement company to collect the amount due after
fourteen days of the invoice date and takes care that the balance on the account is
sufficient to enable collection.
2. The invoice has to be paid within fourteen days after invoice date in the instructed
currency at the office of the engagement company or in an other way as instructed by
the engagement company.
3. The principal has no right for discount or compensation of debts.
4. If the principal did not pay within the before mentioned period or another agreed
upon period he is legally in neglect. In this case the engagement company is entitled,
without further reminder or notice of default to charge legal interest as from the due
date until the day of full payment. This does not effect other rights the assignment
company has.
5. If the principal did not pay in time, the engagement company has the right to defer
the activities until full payment is realised.
5. All costs involved by legal or other cashing of the invoice are for the account of the
principal. The collection cost not connected to the legal procedures will be set at, at
least 15% of the amount due with a minimum of € 100,00.

K. Claims
1. Claims with respect to the services rendered and/or the invoice amount have to be
made known in writing within 30 days after the dispatch of the documents or
information on which the principal claims. If the shortcoming has been discovered
afterwards the claim has to be send in, in writing within 14 days after discovery if the
principal proves that he reasonably could not discover the shortcoming earlier.
2. A claim as mentioned under item L1 does not mean that the principal is entitled to
postpone payment of the invoices.

L. Liability
1. The liability of the engagement company for direct damage caused to the principal is
limited to a maximum of once the yearly fee with a maximum of € 100.000,00 The
damage has to be directly connected with or caused by not, not in time or not proper
execution of the assignment.
2. For all indirect damage the engagement company will never be liable. This includes a
hindrance in the regular way of business in the company of the principal, in any way
connected with, or caused by a mistake made in the execution of the assignment by
the engagement company, excluded malicious intent or gross guilt.
3. At any time the engagement company is entitled if and as far as possible to undo or
restrict the damage of the principle.
4. The engagement company is not liable for loss of documents during storage or while
dispatching by mail no matter if the transport or dispatch is carried out by or in name
of principle, engagement company or third parties.
5. The principal indemnifies the engagement company and its staff against any claims
of third parties that are connected directly, not directly, mediate or immediate with
the fulfilment of the engagement.
6. If the principal does not correctly comply with the agreement or compliance rules
which results in damage to the engagement company the principle has to pay a fine to
the engagement company of € 1.000 for every day that the violation continues,
undiminished the duty to compensate the damage.

M Termination
1. Principal and assignment company are entitled to terminate the assignment at any
2. Termination has to be announced to the counter party in writing.
3. If and for as far as the assignment company finishes the engagement by means of
termination it will motivate the reasons for this and will do what is reasonable in
these circumstances in the interest of the counter party.

N. Postponement right
1. The assignment company is entitled to postpone all its obligations until all due
amounts to be received from the principal have been fully paid.

O. Applicable law and choice of court
1. On all agreements Dutch law is exclusively applicable.
2. All differences connected with agreements between principal and assignment
company that go beyond the powers of the district court than the authorised judge in
the region where the assignment company is settled will be qualified.

Published at Chamber of Commerce Amsterdam under number 1350213 Page 1