1.0 Definitions

1.1 Pretim: the private limited company under Dutch Law Pretim B.V., with its registered office in Breda (The Netherlands) and its principal place of business in (4811 EM) Breda at the address Sophiastraat 34, registered in the Chamber of Commerce under number 91713242;

1.2 Agreement: the agreement between Pretim and the Other Party, of which these Terms and Conditions form part;

1.3 Other Party: the other party of Pretim in the legal relationship as described in article 2.

2.0 Applicability of Terms and Conditions

2.1 These Terms and Conditions apply to and form part of every offer made by Pretim, to all requests made by the Other Party, and to all Agreements concluded between Pretim and the Other Party, as well as to all agreements built thereon, all additional and follow-up agreements, by whatever name and under whatever title, concluded between Pretim and the Other Party.

2.2 Deviations from and additions to these Terms and Conditions only apply if agreed in writing between Pretim and the Other Party.

2.3 The applicability of any (purchase and/or delivery) conditions of the Other Party is expressly rejected.

3.0 Formation of the Agreement

3.1 Pretim is not bound by any descriptions, brochures and samples provided by it or on its behalf. Deviations from this will never entitle the Other Party to compensation or termination of the Agreement.

3.2 Subject to the provisions below, an Agreement between Pretim and the Other Party does not come into effect until Pretim has expressly confirmed the Agreement in writing.

3.3 Any additional agreements or changes made after the formation of the Agreement, as well as oral agreements and/or promises by Pretim or its staff, are only binding on Pretim if Pretim has expressly confirmed these agreements, changes and/or promises in writing.

3.4 If neither of the parties confirms the Agreement in writing and Pretim has commenced the performance of the Agreement with the consent of the Other Party, the Agreement will be deemed to have been concluded.

4.0 Prices

4.1 Unless Pretim has expressly indicated otherwise in writing, the prices quoted by Pretim are in euros, exclusive of turnover tax (VAT) and exclusive of other taxes applicable to the Agreement. Payment by the Other Party to Pretim will be made in euros.

4.2 Unless Pretim has expressly confirmed otherwise in writing, payment must always be made within thirty days of the invoice date.

4.3 If Pretim requires full or partial advance payment of the agreed price, the Other Party will be bound by this.

4.4 The Other Party is never authorized to set off the amount owed to Pretim against any other amount or to suspend its payment obligation(s) towards Pretim.

4.5 Unless Pretim has expressly confirmed otherwise in writing, Pretim may at all times be entitled to increase the agreed price. The Other Party will then be bound by it, without the Other Party being entitled to terminate the Agreement. The increase in price may arise from an entitlement or obligation under the law or regulations or can be caused by cost-increasing circumstances that were not reasonably foreseeable at the time the Agreement was concluded.

5.0 Term of the Agreement

5.1 The term of the Agreement shall be for an initial term, defined in the Agreement as “Initial Term”, commencing on the date, defined in the Agreement as “Effective Date”.

5.2 At the conclusion of the initial term, the Agreement will renew automatically for consecutive terms, defined in the Agreement as “Renewal Term(s)”.

5.3 Either Party shall have the right to elect not to renew the Agreement further by providing written notice to the other Party at least within the period as defined in the Agreement as the “Renewal Notice Period”.

6.0 Performance of the Agreement

6.1 The time limits specified by Pretim for the performance of the Agreement do not come into effect until Pretim has received all necessary information, the necessary formalities have been completed and any advance payment due from the Other Party has been received by Pretim.

6.2 The Other Party acknowledges and agrees its obligations under the Agreement are critical to Pretim’s ability to fulfill its obligations under the Agreement and these Terms and Conditions and for the price / fee as specified in the Agreement, and Pretim’s performance is contingent and dependent upon the Other Party’s timely performance of its obligations, including:

6.3 Personnel of the Other Party will be sufficiently dedicated to the project to make achieving assigned tasks feasible and reasonable within the constraints of the project schedule.

6.4 Personnel of the Other Party will be available upon reasonable prior notice for meetings and consultations with Pretim personnel so that the schedule and budget constraints can be maintained.

6.5 The Other Party will designate an employee or employees within its senior management who will make or obtain all management decisions with respect to the Agreement on a timely basis.

6.6 The Other Party acknowledges that Pretim is solely in the business of aggregating, processing, enriching and publishing investment information of enrolled accounts for the benefit of account owners and their advisors. Pretim has not provided, and will not provide, investment advice, and its services do not constitute providing “investment advice” for which registration by Pretim as an investment adviser would be required under any applicable state laws or regulations.

6.7 Pretim makes no representation or warranty and disclaims any and all warranties and representations, express or implied, including any warranties of merchantability or fitness for a particular purpose or use (whether or not the purpose or use has been disclosed), or title, as to the applications an relate services and products, including the information or data contained in those products and services or the results obtained by their use or as to their performance. Except to the extent the parties have expressly agreed to specific service levels, Pretim does not guarantee the adequacy of accuracy, timeliness or completeness of the services or any account data or any components thereof.

6.8 Pretim is entitled to make use of third parties for the performance of the Agreement concluded with the Other Party. Pretim will not be liable for any shortcomings of these third parties or any loss or damage caused by these third parties.

7.0 Compliance with laws; privacy and security

7.1 The Other Party represents and warrants that it complies with all applicable laws relating to its business.

7.2 The Other Party represents and warrants that for all information The Other Party provides to Pretim, that the Other Party has obtained all legally required consents and permissions to provide such information to Pretim and for Pretim’s use of such information.

7.3 Pretim might obtain Account Owner information from the Oher Party using a sub-processor, via an electronic data feed or from statements, capital calls and distribution notices. Pretim agrees to abide by the provisions of the Other Party authorizations (including without limitation Letters of Authorization, Data Feed Account Authorizations, and the like).

7.4 Pretim agrees not to access any data from the Other Party unless specific authorization from the data owner for “view only” access has been delivered to Pretim via (a) Pretim’s upload tool; (b) an alternative form of the Other Party authorization.

7.5 The Other Party represents, covenants, and warrants that The Other Party will use the services provided by Pretim only in compliance with Pretim’s standard published policies then in effect, any policies provided to the Other Party by Pretim or to which Pretim has provided the Other Party access (including Pretim’s privacy policy), and all applicable laws and regulations.

7.6 Pretim shall maintain and follow measures designed to protect the security and confidentiality of Other Party Confidential Information (as defined below). Pretim shall comply with all applicable data protection laws, including without limitation, all laws imposing notice requirements following a data breach. In the event of a data breach, Pretim shall notify the Other Party of such data breach within 24 hours following Pretim’s discovery of the breach. Thereafter, Pretim shall cooperate with the Other Party, law enforcement and governmental agencies to comply with all data breach notification requirements. Notwithstanding Pretim’s obligation to comply with all applicable data protection laws, Pretim shall not send any breach notification letters to the Other Party’s clients without first obtaining the Other Party’s approval of the wording of such letters, with such approval not to be unreasonably withheld.

7.7 The Other Party shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the services of Pretim, including, without limitation, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Pretim does not represent or warrant that the services of Pretim are compatible with any particular third-party Equipment, operating systems or other items. The Other Party shall also be responsible for maintaining the security of the Equipment, the Other Party’s account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Other Party’s account or the Equipment with or without the Other Party’s knowledge or consent. The Other Party is responsible for all acts and omissions performed using the Other Party’s account and passwords.

7.8 Pretim agrees that upon the Other Party’s request – not to exceed once per calendar year – Pretim shall respond to the Other Party’s vendor due diligence questionnaires to confirm compliance with the Agreement. From time to time, the Other Party may also request that Pretim complete annual questionnaires and/or other third-party risk assessments. Pretim may charge the Other Party processing and administrative charges for repeated requests.

8.0 Force majeure

8.1 If the performance of the Agreement is prevented or becomes onerous in appearance due to force majeure, Pretim will be entitled to adapt the Agreement to the circumstances, or to terminate and/or give notice of termination of the Agreement or to have such done, or to suspend the Agreement.

8.2 Force majeure is defined, in addition to its meaning in the law and case law, as all causes, foreseen or unforeseen, over which Pretim cannot exert influence, but which prevent Pretim from fulfilling its obligations to the Other Party. Force majeure includes in any case: war or threat of war, riots, acts of war, strikes, fire, water damage, natural disasters, flooding and other impeding weather conditions, epidemics, pandemics, traffic impediments, illness of personnel, sit-down strikes, operational failures, power failures, failures in a telecommunications or other (internet) network or connection, force majeure of suppliers or other third parties engaged, non-delivery or late delivery by suppliers or other third parties engaged and the absence of any permit to be obtained from the government.

8.3 Pretim can also successfully invoke force majeure if the circumstance that prevents fulfilment of the Agreement occurs after Pretim should have fulfilled its obligation.

8.4 The Other Party can never derive any right to compensation from the termination, amendment and/or suspension of the Agreement, or the performance thereof, as a result of force majeure.

8.5 Suspension, amendment or termination of the Agreement, or the performance thereof, on the basis of force majeure will not relieve the Other Party of its obligation to pay for what has been delivered and/or performed at the time the force majeure situation occurred.

9.0 Default of the Other Party, suspension and termination of the Agreement

9.1 If the Other Party does not fulfil its payment obligations, or fails to do so in time, the Other Party does not fulfil one or any other of its obligations under the Agreement with Pretim, fails to do so in time or properly, as well as in the event that the Other Party has been put into liquidation, the Other Party has been granted a suspension of payment, the Other Party has been placed under guardianship, and in cases other than the aforementioned in which the Other Party can no longer freely dispose of its assets and if the Other Party has been requested by Pretim to provide securities for the fulfilment of its obligations and the Other Party has not provided such securities and/or these securities are insufficient, Pretims claims will become immediately and fully due and payable and the Other Party will be in default by operation of law. In such a case, Pretim will furthermore be entitled, at its option, to terminate the Agreement with the Other Party in whole or in part and/or to unilaterally terminate the Agreement prematurely without observing a notice period and/or to suspend its obligations.

9.2 For the period that the Other Party is in default of payment, the Other Party will owe interest on the amount owed to Pretim. This interest is 1,5 percent per month.

9.3 After the Other Party has gone into default, Pretim will be entitled to collect the amount owed to it without further notice of default. All associated costs, including both judicial and extrajudicial costs, will be borne by the Other Party. The extrajudicial collection costs will amount to at least 15% of the amount owed by the Other Party, with a minimum of €1,500.

9.4 Pretim will be entitled to amend, partially or fully terminate and/or give notice of partial or full termination of the Agreement if circumstances arise of such a nature that fulfilment of the Agreement is impossible or if other circumstances arise as a result of which unaltered maintenance of the Agreement cannot reasonably be expected from Pretim. In such an event, Pretim will not be liable in any way for compensation of the resulting loss or damage and/or costs incurred by the Other Party.

10.0 Complaints

10.1 If the Other Party has complaints regarding the performance of the Agreement by Pretim, the Other Party must immediately inform Pretim thereof in writing. If no complaint is made in this regard immediately and at the latest within five working days of discovery of the complaints, the work performed under the Agreement by Pretim will be deemed to be correct and to have been fully accepted by the Other Party and the Other Party cannot derive any rights from its complaint.

10.2 If the Other Party has lodged a complaint in time, as referred to in Articles 10.1, and the complaint is well-founded in Pretim’s opinion, Pretim will re-perform the work as agreed free of charge, without the Other Party being entitled to any further compensation.

10.3 If it is established that the Other Party has lodged an unjustified complaint, all costs incurred on the part of Pretim as a result, including research costs, will be fully borne by the Other Party.

11.0 Limitation of liability

11.1 The Other Party acknowledges that the work and services provided by Pretim are for information purposes only and are not the be considered investment, tax, or other financial advice. The liability of Pretim will never go beyond and will always be limited to the provisions of this article.

11.2 Pretim can only be liable for direct loss or damage attributable to it. ‘Direct loss or damage’ is understood to mean exclusively:

11.3 Reasonable costs incurred in determining the cause and extent of the loss or damage, insofar as the determination relates to loss or damage within the meaning of these Terms and Conditions.

11.4 Reasonable costs necessary to have Pretim’s defective performance comply with the Agreement.

11.5 Reasonable costs incurred to prevent or limit loss or damage, insofar as the Other Party demonstrates that these costs have resulted in limitation of direct loss or damage as referred to in these Terms and Conditions.

11.6 Pretim will never be liable for any direct loss or damage other than the aforementioned, such as indirect loss, including consequential loss, loss of profit, lost savings and loss due to business interruption.

11.7 If the performance of the Agreement by Pretim results in liability, that that liability will always be limited to the amount covered by Pretim’s insurance policy.

11.8 If for whatever reason no payment is made under Pretim’s insurance, as well as in all other cases, any liability of Pretim will be limited to the price charged by Pretim to the Other Party for the relevant Agreement, with a maximum of €5,000.

11.9 Pretim will not be liable for any damage caused by a defect in the work performed by Pretim, if:

– the defect that caused the damage is a result of the fact that the work performed by Pretim comply with mandatory government or other regulations;

– the damages are a result of willful misconduct of the Other Party, the violation of confidentiality or intellectual property rights of Pretim or the use of the services in a manner that is inconsistent with the use permitted under the Agreement;

– the defect is due to information, instructions, data and instructions given to Pretim by or on behalf of the Other Party.

11.10 The Other Party fully indemnifies, holds harmless and agrees to defend Pretim against all third-party claims for compensation for loss or damage related to or resulting from the the work performed by Pretim.

11.11 Any liability on the part of Pretim will lapse one year from the moment that the work has been performed by Pretim. The Other Party’s action for damages or repair against Pretim will lapse one year after the Other Party has held Pretim liable in writing.

12.0 Confidentiality and non-disclosure

12.1 The Other Party hereby acknowledges and agrees that the Other Party will receive and be privy to significant and valuable proprietary, confidential and trade secret information of Pretim, including but not limited to the work product of Pretim and its means, methods and programs for producing its products and services for the Other Party, hereinafter referred to as “Pretim Confidential Information”. However, Pretim Confidential Information shall not include any information which: (a) is or becomes generally available to the public other than as a result of a breach of the Agreement or other improper means; (b) was within the Other Party’s possession prior to it being furnished by Pretim as proven by sufficient supporting documentation; (c) becomes available to the Other Party on a non-confidential basis from a source other than Pretim; or (d) was independently developed by the Other Party without reference to or use of the Pretim Confidential Information.

12.2 Pretim hereby acknowledges and agrees that Pretim will receive and be privy to significant and valuable proprietary, confidential and trade secret information of the Other Party and the Other Party’s clients, including the Other Party’s means, methods and programs for producing its products and services for its clients, hereinafter referred to as “Other Party Confidential Information”. However, Other Party Confidential Information shall not include any information which: (a) is or becomes generally available to the public other than as a result of a breach of the Agreement or other improper means; (b) was within Pretim’s possession prior to it being furnished by the Other Party as proven by sufficient supporting documentation; (c) becomes available to Pretim on a non-confidential basis from a source other than the Other Party; or (d) was independently developed by Pretim without reference to or use of the Other Party Confidential Information provided by the Other Party. Pretim also acknowledges that it will receive and be privy to the Other Party Confidential Information. In accordance with its privacy policy, Pretim will not disclose Other Party Confidential Information, including, but not limited to, any individually identifiable, nonpublic personal information of Other Party’s clients, including account numbers, balances, passwords or other confidential financial information entrusted to it, unless required by law or directed in writing by Other Party or Other Party’s client to share specific information with an interested party, such as an accountant or tax advisor.

12.3 The Other Party and Pretim agree that the other’s confidential information will be used only to carry out the express objectives of the Agreement and for no other purpose whatsoever. The Other Party and Pretim agree not to disclose the other’s confidential information, or any notes, summaries, analyses, computer compilations or other material derived from evaluation or discussions of such other party’s confidential information to third parties (including affiliates) unless permitted by the terms of the Agreement. The Other Party and Pretim further agree to limit disclosure of the other’s confidential information to those persons, if any, who have a need to know the same for the sole purpose stated above and who have been advised of the obligations and restrictions set forth herein. The Other Party’s and Pretim’s obligations of confidentiality hereunder shall survive the expiration or termination of the Agreement. Upon expiration or termination of the Agreement, or at any time at the request of a Party, a party’s confidential information shall be promptly destroyed, with that fact certified by an appropriate officer of the deleting party.

12.4 The Other Party hereby agrees to evaluate all policies and directives issued by Pretim in writing to The Other Party from time to time designed to protect and ensure the continued confidentiality of Pretim Confidential Information.

13.0 Restrictive covenants

13.1 During the term of the Agreement and for a period of one (1) year following its expiration or termination, the Other Party, nor any of the Other Party’s affiliates, shall directly or indirectly (acting for itself or by, through or on behalf of any third party) solicit for employment or attempt to hire any employee or consultant engaged by Pretim. At no time during the term of the Agreement or after its expiration or termination for any reason shall the Other Party or affiliates of the Other Party: (A) directly or indirectly create derivative works based on the Pretim Confidential Information or use it for any purposes other than in accordance with the Agreement; or (B) interfere with or disrupt or attempt to disrupt Pretim’s business relationships in any way. Each Party is responsible for the actions of its affiliates in complying with this article.

14.0 Proprietary rights and rights of intellectual property

14.1 Pretim owns all rights in and to Pretim Confidential Information, the products and systems it owns, methodologies, data sets, and formulae (collectively, the “Pretim Products”), including but not limited to all software, content associated with the software, formats and technology developed in connection therewith, and all trademarks, service marks, logos, graphics and copyrights, whether registered or unregistered (collectively, the “Pretim Marks”) in connection therewith. All intellectual property rights arising from the performance of the Agreement, including, but not limited to, in respect of the documents and data files provided by Pretim, Pretim Confidential Information, Pretim Products and Pretim Marks, belong exclusively to Pretim.

14.2 The Other Party guarantees to respect the proprietary rights an the rights of intellectual property of Pretim. The Other Party expressly acknowledges that it has no ownership rights in any of Pretim Confidential Information, Pretim Products or the Pretim Marks, and that it is not permitted to copy, display, make available to third parties or otherwise use and/or distribute the intellectual property rights of Pretim unless Pretim has expressly confirmed otherwise in writing.

14.3 The Other Party is granted limited and revocable permission by Pretim to use the Pretim Products only as are necessary to receive the services provided by Pretim under the Agreement. The Other Party expressly agrees that it shall not infringe on, damage, claim ownership in, challenge Pretim’s ownership to, reverse engineer or reverse compile any of the Pretim Products (including any individual or combined components thereof) or copy, use, publish, distribute, transmit, sell, license or create derivatives from, any of the Pretim Marks, except as expressly permitted by Pretim under the terms of the Agreement. The Other Party may not use any Pretim Product or Pretim Confidential Information to create or develop, or to assist any third party in creating or developing, any subscription, tool, product or item that competes with or is like any item or Service offered by Pretim.

15.0 Applicable law and dispute resolution

15.1 Any legal relationship between Pretim and the Other Party to which these Terms and Conditions apply, is exclusively governed by Dutch law.

15.2 All disputes between Pretim and the Other Party will be settled by the Zeeland-West-Brabant Court, Breda location (the Netherlands).

16.0 Miscellaneous

16.1 Pretim is entitled to amend its Terms and Conditions. Amendments to the Terms and Conditions will be announced to the Other Party and will take effect after publication.

16.2 Pretim may, upon formal written notification, assign the Agreement or any of its rights or interests hereunder, or delegate any of its obligations hereunder, to (i) a successor pursuant to a merger, reorganization, consolidation or sale, or (ii) an entity that acquires all or substantially all of Pretim’s assets or business.

16.3 Should any provision of these Terms and Conditions be void, voidable, invalid or unenforceable, this will not have the effect of rendering any other provision of these Terms and Conditions void, voidable, invalid or unenforceable (in whole or in part). Should any provision of these Terms and Conditions be void, voidable, invalid or unenforceable, it will be replaced by a valid provision that most closely approximates the purpose of the void, voidable, invalid or unenforceable provision.

October 2024 version