FIRST REAL ESTATE – TERMS AND CONDITIONS

These terms and conditions apply to all work performed on behalf of a Client by FIRST and/or a company affiliated with it.

Article 1 – Definitions

Commission (Courtage) The fee owed by the Client to FIRST for the provision of the Services, which is separately agreed in advance in the Agreement and becomes immediately due and payable by FIRST as soon as, during the term of the Agreement, an agreement is concluded in this regard between the Client and one or more third parties, or the assignment given to FIRST has been completed, or the Services have been provided.

Services All services to be provided by FIRST on behalf of a Client, including but not limited to, work relating to advising on and guiding transactions in the field of commercial real estate.

FIRST FIRST Real Estate B.V., statutorily established in Amsterdam and having its offices at Boeingavenue 245, 1119 PD Schiphol-Rijk, registered in the trade register of the Chamber of Commerce under number: 90865154.

Proposal The written (advisory) proposal from FIRST with a validity period of 14 (fourteen) days after being sent to the Client.

Client Any (legal) person acting in the exercise of a profession or business.

Agreement The agreement between FIRST and the Client, established through the Client’s acceptance of FIRST’s offer.

Personal Data All data provided by a Client to FIRST.

Fee The fees owed by the Client to FIRST under the Agreement and/or these terms and conditions, consisting (among other things) of the Commission.

Website The website(s) of FIRST.

Article 2 – Applicability

2.1 These terms and conditions apply to all legal relationships between FIRST and the Client. The applicability of any general terms and conditions of the Client and/or third parties is expressly rejected.

2.2 All provisions in these terms and conditions are also drawn up for the benefit of all directors of FIRST and all persons working for FIRST and/or engaged by FIRST. FIRST is not liable for shortcomings of such third parties. Articles 7:404 (assignment given with a specific person in mind) and 7:407(2) of the Dutch Civil Code (joint and several liability of multiple contractors) do not apply.

2.3 Deviations from these terms and conditions are only valid if agreed in writing.

Article 3 – Services

3.1 FIRST offers services in the field of [commercial real estate]. These services include, among other things, providing commercial and marketing advice and guidance with letting and renting, as well as buying and selling. FIRST does not provide legal advice, tax advice, or financial or technical advice.

3.2 FIRST will exercise the greatest possible care in performing its Services. The Client is aware and accepts that the information provided by FIRST is the result of a subjective analysis of the available data.

3.3 FIRST is not liable to the Client for damages of any kind, whether direct or indirect, or consequential damages, such as, among other things, delay damages, loss of profit, and penalties forfeited by the Client, arising in connection with the Services, any errors or omissions in the advice provided by it, except in the case of intent or gross negligence on the part of FIRST.

3.4 The Client will provide FIRST with the necessary facilities to enable FIRST to perform the Agreement and will ensure that all parties involved provide the necessary cooperation.

3.5 The Client is further obliged to make available, in a timely manner and in the desired form, all information which it can reasonably be understood to be relevant to the performance of the assignment and/or which FIRST, in its judgment, needs to properly perform the Agreement. The Client vouches for the accuracy, completeness, and reliability of that information.

3.6 The Client will refrain from actions that could hinder FIRST in performing the Services or interfere with its activities, and the Client will not use similar services of third parties, unless otherwise agreed in writing. The Client shall not enter into any agreement(s) outside of FIRST, nor conduct negotiations to that end. Candidates, including sitting tenants, shall be referred by the Client to FIRST.

Article 4 – Agreement

Formation

4.1 The Agreement between FIRST and the Client is formed at the moment the Client has approved the Proposal in writing, or from the moment FIRST has begun the relevant work following verbal acceptance by or on behalf of the Client.

4.2 FIRST has the right to terminate the Agreement within 30 (thirty) days after its formation without giving reasons, in which case FIRST will owe the Client nothing.

4.3 The Proposal and these terms and conditions together form the complete representation of the rights and obligations of FIRST and the Client.

4.4 If the acceptance (whether or not on minor points) deviates from what is stated in the Proposal, FIRST is not bound by it. The Agreement is then not formed in accordance with this deviating acceptance, unless expressly agreed in writing with FIRST.

4.5 FIRST will make efforts to deliver the Services within the agreed period and in accordance with the agreed specifications. However, all stated deadlines serve only as a guideline and are not strict, unless expressly agreed otherwise in writing.

Term

4.6 The Agreement is entered into for an indefinite period.

4.7 FIRST is entitled to terminate the Agreement, in whole or in part, without notice of default and without any obligation to pay damages to the Client, if:

• (i) The Client is declared bankrupt;
• (ii) The Client applies for a suspension of payments;
• (iii) The Client proceeds to liquidate or dissolve its business;
• (iv) An attachment is levied on the Client’s assets;
• (v) The Client is placed under guardianship or dies; or
• (vi) The Client fails to meet any statutory obligation towards FIRST, or any obligation arising from these terms and conditions, the Proposal, and/or the Agreement.

4.8 In the cases mentioned above, FIRST is entitled to demand immediate payment in full of the Fee owed by the Client to FIRST. The Client is obliged to inform FIRST immediately and in writing if a circumstance as referred to in Article 4.7 above occurs.

4.9 Termination must be made in writing, effective at the end of a calendar month, and with due observance of a notice period of 3 (three) months.

4.10 The parties will make maximum efforts to regularly hold an interim evaluation to discuss the progress of the cooperation.

4.11 The Client will ensure that all data — which FIRST has requested in writing or which the Client can reasonably be expected to understand is necessary for the performance of the Agreement — is provided to FIRST in a timely manner, and guarantees that this data is accurate and complete.

4.12 FIRST is entirely free in the manner in which the Agreement, and in particular the Services, will be provided or performed, unless the Client and FIRST have agreed on specific arrangements in writing regarding this.

4.13 The Client is not entitled to transfer, in whole or in part, the rights and/or obligations arising from the Agreement to one or more third parties, except with the prior written consent or cooperation of FIRST. Conversely, FIRST is entitled to do so, and the Client hereby grants advance consent for this. The Client hereby commits (in advance) to providing all (further) cooperation this may entail.

Article 5 – Fee and payment

5.1 FIRST will charge the Fee for its work as set out for the Client in the Proposal. Clients are jointly and severally liable for the (payment) obligations under the Agreement.

5.2 If, for whatever reason, FIRST is withheld information needed to make an exact calculation of the amount of Commission owed, FIRST is entitled to make an estimate and to charge an amount equal to that estimate.

5.3 For assignments on an hourly basis, FIRST is entitled to invoice the hours worked on a weekly basis. Unless otherwise agreed in writing, the hourly rate for a senior advisor is EUR 250 and for a junior advisor EUR 135. These amounts may be periodically increased by FIRST.

5.4 In the case of establishing sublease agreements based on a performance fee related to realized savings, the starting point will be the gross rental price agreed between the head landlord and the sublandlord.

5.5 In the case of establishing lease agreements based on a performance fee related to realized savings, the starting point for the percentage used as the basis for calculating the fee is a five-year lease agreement. In the case of lease agreements shorter than three years, the fee will be calculated as if a three-year lease agreement had been created.

5.6 FIRST’s invoices must be paid by the Client within fourteen (14) days of the invoice date. Any objections to the amount of an invoice do not suspend the payment obligation. After the payment term has expired, FIRST may claim statutory (commercial) interest and extrajudicial collection costs. These costs generally amount to at least 15% of the principal sum.

5.7 In the event of a payment arrears, FIRST is entitled to terminate the legal relationship with the Client without the payment obligation lapsing.

5.8 With regard to the payment obligations to FIRST, the Client is not entitled to invoke any discount, set-off, or suspension.

5.9 The prices stated in the Proposal are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the Agreement, unless otherwise stated in the Proposal.

5.10 FIRST remains fully entitled to the Commission if the Client, during the term of the Agreement — or within twelve (12) months after its end — brings about or causes an agreement to be brought about in this regard, itself or with the help of third parties.

Article 6 – Complaints

6.1 Complaints about the Services must be reported to FIRST in writing by the Client within 8 (eight) days of discovery, but no later than within 14 (fourteen) days after the relevant Services were performed. Such a notice of default must contain as detailed a description as possible of the shortcoming alleged by the Client, so that FIRST is able to respond adequately.

6.2 If a complaint is deemed well-founded by FIRST, the Client will give FIRST the opportunity to perform the Services again. In the event that performing the Services again is no longer objectively possible, FIRST will only be liable within the limits of Article 7 below.

Article 7 – Risk and liability

7.1 Entering into the Agreement with FIRST and/or purchasing Services from FIRST is entirely at the Client’s own expense and risk.

7.2 FIRST is (except, where relevant, in the case of gross negligence or intent) never liable for consequential damages, indirect damages, business damages, loss of profit and/or losses incurred, missed savings, damages due to business stagnation, and damages resulting from the use of Services provided by FIRST, damages due to loss of data, damages due to exceeding delivery deadlines, consequential and delay damages, and interest damages.

7.3 In the event FIRST is liable for damages suffered by the Client, the damages are limited to the amount paid out by our professional liability insurance.

7.4 If, for whatever reason, no payment is made under the aforementioned insurance, or if this insurance does not provide coverage, then the damages that FIRST is obliged to compensate will never exceed the invoice value of the Services that were the cause of the damage or — if this cannot be determined — the invoice value of the Services that FIRST performed for the Client at the time the damage-causing event occurred.

7.5 Liability for Services that FIRST has outsourced to a third party is limited to the extent that the relevant third party effectively indemnifies FIRST.

Article 8 – Personal data, privacy policy, and communication

8.1 The Client is aware that, by using the Services, they will provide certain Personal Data to FIRST. FIRST processes this Personal Data in accordance with applicable laws and regulations and in accordance with its privacy policy.

8.2 Electronic communication, including email, is considered to be in writing. The Client consents to electronic communication and acknowledges that this is not secure. FIRST is not liable if electronic communication is intercepted, manipulated, delayed, incorrectly forwarded, or infected with a virus. Articles 6:227b(1) (regarding the provision of information in electronic commerce) and 6:227c of the Dutch Civil Code (regarding the manner in which agreements are entered into in electronic commerce) do not apply between FIRST and the Client.

Article 9 – Intellectual Property Rights

9.1 All intellectual property rights related to or arising from the assignment given to FIRST, and the Services performed by FIRST, at all times remain with FIRST. The Client acknowledges and accepts that all designs, information, images, and other content on, among other things, the Website, and everything arising therefrom, are the property of FIRST, except for intellectual property rightfully belonging to the Client. The content and source code are protected by relevant intellectual property rights, including but not limited to copyright, database rights, neighboring rights, and trademark and design rights.

9.2 The Client is not permitted, without FIRST’s prior written consent, to make changes to the results of the Services. FIRST grants the Client a license to — after full satisfaction of the payment arrangements — use the result of the Services for the period and territory as indicated in the Order Confirmation. If nothing is indicated in the Order Confirmation, the license applies for a period of one year after delivery of the Services, for the Netherlands.

9.3 Upon termination of the Agreement (after expiry of the contract term or upon early termination by FIRST), the Client’s right to use the Services delivered by FIRST lapses.

9.4 The Client is expressly prohibited from copying, modifying, publishing (or having published), or using for direct or indirect commercial purposes any code, designs, information, images, marketing material, and other content of FIRST, except for intellectual property rightfully belonging to the Client.

9.5 The Client will ensure and guarantees to FIRST that all information it shares with FIRST does not constitute an infringement of any applicable law or regulation, any copyright belonging to a third party, and/or any other intellectual or industrial property right, and is otherwise not unlawful towards third parties. The Client will also at all times handle data, passwords, etc. with the greatest possible care, and indemnifies FIRST against claims from third parties and against all resulting damages directly related to an infringement as described above, whether or not attributable to the Client.

Article 10 – Force majeure

10.1 Force majeure means any circumstance on the basis of which (further) performance of the Agreement by FIRST cannot reasonably be required. This includes, in any case but not exclusively, data loss as a result of computer malfunction, virus infection, or computer hacking by third parties — despite FIRST having taken security measures which it could reasonably expect to be adequate — and other calamities that prevent or limit FIRST’s business operations.

10.2 In the event that FIRST is prevented by force majeure from providing the Services in whole or in part, FIRST has the right, without judicial intervention, to suspend performance of the Services or to dissolve the Agreement in whole or in part, at its discretion.

Article 11 – Non-solicitation clause

The Client is not permitted, during the performance of the Agreement and for one (1) year after its termination, to employ or negotiate employment with employees of FIRST who are or have been involved in the performance of the Agreement, other than with FIRST’s prior written consent.

Article 12 – Applicable law and competent court

12.1 These terms and conditions and the Proposal, as well as any agreements arising therefrom entered into by or with FIRST, are governed by Dutch law.

12.2 All disputes between the Client and FIRST arising from the Agreement and/or arising from or in connection with these terms and conditions will be settled exclusively by the competent court in the district of Amsterdam.

Article 13 – Final provisions

13.1 These terms and conditions are effective as of 1 June 2023.

13.2 In the event that any provision in these terms and conditions is or becomes void or is annulled, this will not affect the validity of the remaining provisions. FIRST and the Client will then consult with each other to agree on new provisions to replace the void or annulled provisions, taking into account, as much as possible, the purpose and intent of the original provision.