General terms and conditions of Betting Compliance Advisory B.V.

In these general terms and conditions the following terms have the following meaning:

Contractor

Betting Compliance Advisory B.V., registered in the Trade Register of the Chamber of Commerce under number 42064160.

Client

Any natural person acting in the exercise of a profession or business, legal entity or other organisation that enters into or wishes to enter into an agreement with the contractor.

Agreement

Any contract for services, framework agreement, quotation, order confirmation or other arrangement between client and contractor to which these general terms and conditions apply.

Services

All activities carried out by the contractor, including, but not limited to:

• compliance services;
• risk management;
• governance advice;
• internal control;
• operational risk;
• enterprise risk management;
• regulatory compliance;
• project management;
• programme management;
• interim management;
• consultancy;
• coaching;
• assessments;
• policy development;
• (software) implementation support;
• training;
• other business services.

Work product

All advice, reports, analyses, presentations, policy documents, models, templates, documents, software, spreadsheets, dashboards and other results of the services.

1. These general terms and conditions apply to all quotations, offers, agreements, follow-up assignments and other legal relationships between contractor and client.
2. Deviations are only valid if agreed in writing.
3. The client's general terms and conditions are expressly rejected.
4. If one provision proves to be void or voidable, the remaining provisions remain fully in force.
5. If a provision proves to be invalid, the parties will replace it with a provision that comes as close as possible to the intent of the original provision.

1. All quotations are without obligation unless expressly stated otherwise.
2. Quotations are valid for thirty days unless stated otherwise.
3. An agreement is formed by:
   • written acceptance;
   • signing of the agreement;
   • written order confirmation;
   • digital acceptance;
   • or by the contractor starting the work with the client's consent.
4. Obvious errors or typing mistakes in quotations do not bind the contractor.
5. A composite price quotation does not oblige the contractor to carry out only part of the assignment for a proportionate part of the price.

1. The contractor provides high-quality professional advisory and management services.
2. Unless agreed otherwise in writing, all activities constitute an obligation of best efforts.
3. The contractor does not guarantee that:
   • all legal obligations will be met;
   • regulators will not take measures;
   • audits will proceed without findings;
   • certifications will be obtained;
   • licences will be granted;
   • risks will be eliminated entirely.
4. Advice is based on:
   • the laws and regulations in force at that time;
   • available information;
   • professional insights;
   • experience and best practices.
5. Changes in legislation, case law, supervisory policy or social developments may cause earlier advice to lose its relevance.
6. The contractor has no obligation to automatically update advice already provided.

1. The contractor performs the work carefully, independently and to the best of its professional judgement.
2. The contractor determines independently how the work is carried out.
3. The client expressly acknowledges that there is no question of:
   • an employment agreement;
   • a relationship of authority;
   • temporary agency work;
   • secondment in the sense of employment law.
4. The client only gives instructions regarding:
   • planning;
   • cooperation;
   • desired results;
   • access to systems.
5. The contractor retains full professional autonomy with regard to:
   • working method;
   • methodology;
   • prioritisation;
   • organisation of the work.
6. The contractor may have the work carried out in whole or in part by employees, affiliated companies or carefully selected third parties, provided the quality of the services is not materially reduced as a result.

The client ensures that:

• all relevant information is made available in good time;
• information provided is complete and correct;
• necessary access to systems is granted;
• necessary cooperation is provided;
• decisions are taken in good time.

If the client fails in this, the contractor is entitled to:

• adjust the planning;
• suspend the work;
• charge additional work as extra work.

1. The contractor may assume the accuracy of all data provided by the client.
2. The contractor is not obliged to independently verify the accuracy of information received.
3. Damage arising from incorrect, incomplete or late information is entirely for the account of the client.

1. The contractor determines which persons carry out the work.
2. The contractor may replace the professional deployed with a professional of comparable knowledge and experience.
3. The client may only refuse replacement if there are weighty objective grounds for doing so.
4. Holiday, illness, training or other absence of a professional does not entitle the client to compensation.

1. Deadlines only apply as target dates unless expressly agreed otherwise in writing.
2. Exceeding a planning does not entitle the client to:
   • dissolution;
   • compensation;
   • suspension of payment obligations.
3. If delay is caused by the client, the planning is adjusted automatically.

Extra work means any change or extension of the original assignment.

Extra work arises, among other things, if:

• additional analyses are requested;
• extra meetings take place;
• additional reports are required;
• regulations change;
• scope expansion occurs;
• additional implementation support is requested.

Extra work is carried out at the agreed hourly rates, unless agreed otherwise in writing.

1. All rates are exclusive of:
   • VAT;
   • travel and accommodation costs to/in other countries.
2. Unless agreed otherwise, the rates stated in the quotation or order confirmation apply.
3. Rates may be indexed annually.
4. Rate increases resulting from legislation, taxes or government measures may be passed on immediately.

1. Unless agreed otherwise in writing, the contractor invoices:
   • monthly on the basis of actual hours;
   • according to agreed instalments;
   • or after completion of (part of) the assignment.
2. Invoices are sent digitally.
3. The contractor's time records constitute full proof, subject to evidence to the contrary to be provided by the client.
4. Objections to an invoice must be notified in writing and with reasons within fourteen (14) days of the invoice date. After this period the invoice is deemed to have been accepted.
5. An objection to an invoice does not suspend the payment obligation.

1. Payment must be made within fourteen (14) days of the invoice date, unless agreed otherwise in writing.
2. Payment is made without discount, set-off or suspension.
3. If the client does not pay on time, it is in default by operation of law without notice of default being required.
4. From the due date the client owes the statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code.
5. In addition, all reasonable extrajudicial and judicial collection costs are entirely for the account of the client.
6. Payments are first applied to:
   • costs;
   • interest;
   • and then the oldest outstanding invoices.

1. The contractor may, both before and during the performance of the assignment, require the client to provide sufficient security for the fulfilment of its payment obligations.
2. As long as this security has not been provided, the contractor is entitled to suspend the work.

1. The contractor is entitled to suspend the performance of the work in whole or in part if:
   • the client does not fulfil its payment obligations;
   • the client provides insufficient information;
   • the client refuses necessary cooperation;
   • the continuity of the assignment is otherwise seriously hindered.
2. The contractor is not liable for damage resulting from justified suspension.

1. The agreement is entered into for:
   • a fixed term;
   • an indefinite term;
   • or the duration of a specific project.
2. If no duration has been agreed, the agreement applies for an indefinite term.
3. Unless agreed otherwise in writing, either party may terminate an agreement for an indefinite term in writing with a notice period of one (1) month.
4. Work already performed and obligations already entered into remain fully due.

1. The contractor is entitled to terminate the agreement with immediate effect, in whole or in part, if:
   • the client is in default;
   • the client applies for suspension of payments;
   • the client is declared bankrupt;
   • the client is dissolved;
   • the client ceases its business;
   • continuation of the assignment cannot reasonably be required of the contractor.
2. Termination does not affect the client's payment obligations.

1. The client provides all cooperation that is reasonably necessary for proper performance of the assignment.
2. The client ensures that:
   • employees are available;
   • relevant documentation is accessible;
   • necessary systems are available;
   • decisions are taken in good time.
3. Delay resulting from insufficient cooperation is entirely for the account and risk of the client.

1. The parties treat all confidential information as strictly confidential.
2. Confidential information includes, among other things:
   • business data;
   • financial data;
   • personal data;
   • strategies;
   • policy documents;
   • source files;
   • contracts;
   • know-how;
   • internal procedures;
   • technical information.
3. Confidential information is used solely for the performance of the agreement.
4. This confidentiality obligation remains fully in force after termination of the agreement.
5. The confidentiality obligation does not apply if:
   • disclosure is required by law;
   • disclosure takes place on the order of a competent authority;
   • the information was already lawfully public.

1. The parties process personal data solely in accordance with applicable privacy legislation.
2. Each party is independently responsible for the processing of personal data for which it is the controller.
3. If the contractor processes personal data on behalf of the client as a processor, the parties will, if desired, conclude a separate data processing agreement.
4. The contractor takes appropriate technical and organisational security measures.

1. All intellectual property rights in methodologies, models, formats, templates, reports, analyses, software, spreadsheets, dashboards, presentations, working methods, training courses, documentation and know-how developed or used by the contractor remain exclusively with the contractor or its licensors.
2. The agreement never serves to transfer intellectual property rights.
3. The client only obtains a non-exclusive, non-transferable right of use for the work products produced specifically for it, provided all invoices have been paid in full.
4. Without the contractor's prior written consent, the client is not permitted to, in whole or in part:
   • reproduce work products;
   • make work products public;
   • exploit work products commercially;
   • make work products available to third parties, other than for its own internal use.

1. Advice, reports and other work products are intended solely for the client for whom they were prepared.
2. Third parties cannot derive any rights from these documents.
3. The client indemnifies the contractor against claims of third parties arising from the use of advice or reports prepared by the contractor.
4. The contractor is not responsible for decisions taken by the client as a result of advice provided.
5. Management, organisational and operational decisions and risk management always remain the client's own responsibility.

1. The contractor retains project files for a reasonable period after termination of the assignment.
2. After this period the contractor may destroy files, unless a statutory retention obligation provides otherwise.
3. Before destruction, the client may request the release of the documents relevant to it.

1. The contractor performs its work in accordance with the laws and regulations in force at the time of performance and the professional standards that reasonably apply to the services.
2. The contractor gives advice on the basis of the information available at the time of advising.
3. The contractor does not guarantee that:
   • an organisation will be fully compliant;
   • regulators will not impose comments, instructions or sanctions;
   • risks will be entirely prevented or removed;
   • future changes in law will not affect advice previously provided.
4. The client remains at all times responsible for:
   • the set-up of its organisation;
   • management decision-making;
   • implementation of advice;
   • compliance with laws and regulations;
   • internal control;
   • risk management.

1. The contractor performs assignments independently and professionally.
2. If a (potential) conflict of interest arises during performance, the contractor will inform the client as soon as possible.
3. In that case the parties will consult on appropriate measures.

1. Any liability of the contractor is limited to direct damage.
2. Direct damage is understood solely to mean:
   • reasonable costs of establishing the cause and extent of the damage;
   • reasonable costs of remedying the shortcoming, insofar as possible;
   • reasonable costs of preventing or limiting damage.
3. Any liability is limited to the amount paid out in the relevant case by the contractor's professional or business liability insurance.
4. If the insurance does not pay out, liability is limited to the fee invoiced for the relevant assignment during the two (2) months preceding the event causing the damage, with an absolute maximum of € 20,000, unless agreed otherwise in writing.
5. Liability arises only if the client:
   • informs the contractor in writing without delay of the alleged shortcoming; and
   • offers a reasonable period to remedy this shortcoming, insofar as remedy is possible.

The contractor is not liable for:

• indirect damage;
• consequential damage;
• business damage;
• damage due to business interruption;
• loss of turnover;
• loss of profit;
• loss of goodwill;
• missed savings;
• loss of data;
• reputational damage;
• damage resulting from cyber incidents at the client;
• damage arising from incorrect or incomplete information from the client;
• damage caused by third parties engaged by the client.

1. The client indemnifies the contractor against claims of third parties related to the performance of the agreement, unless there is intent or deliberate recklessness on the part of the contractor.
2. If a third party brings a claim, the client will provide the contractor with all reasonable support in its defence.

1. Force majeure means any circumstance beyond the contractor's reasonable control that makes performance temporarily or permanently impossible.
2. This includes, among other things:
   • illness or absence of the professional deployed;
   • pandemics;
   • war;
   • terrorism;
   • strikes;
   • power outages;
   • internet or telecom outages;
   • cyber attacks;
   • government measures;
   • natural disasters;
   • failures at suppliers or cloud providers.
3. During force majeure the contractor's obligations are suspended.
4. If the force majeure lasts longer than sixty (60) days, both parties are entitled to terminate the agreement in writing, in whole or in part, without any obligation to pay compensation.

1. Complaints about the performance of the agreement must be reported to the contractor in writing and with reasons as soon as possible, but at the latest within thirty (30) days after the client discovered or could reasonably have discovered the shortcoming.
2. The contractor will investigate the complaint carefully and will endeavour, if the complaint proves to be well founded, to offer an appropriate solution.
3. Filing a complaint does not suspend the client's payment obligations.

1. Any legal claim of the client against the contractor expires one (1) year after the client became aware, or could reasonably have become aware, of the event on which the claim is based.
2. After this period has passed, all rights of the client in this respect lapse.

1. The parties may communicate with each other by e-mail or other common electronic means of communication.
2. The contractor is not liable for damage resulting from:
   • delay in electronic communication;
   • interception of messages;
   • viruses;
   • failures at internet or e-mail services;
   • incorrect delivery as a result of contact details provided by the client.

1. Unless the client objects in writing in advance, the contractor may include the client's name and logo in a reference list of business relations.
2. In doing so the contractor will not disclose any confidential information.

1. The contractor is entitled to use carefully selected third parties in performing the agreement.
2. The contractor remains responsible for coordinating the work of these third parties, unless agreed otherwise in writing.

1. The contractor is entitled to amend these general terms and conditions.
2. Amendments also apply to existing agreements, subject to a reasonable notice period, unless the amendment results from laws or regulations or the nature of the amendment precludes this.

1. Dutch law exclusively applies to all legal relationships between client and contractor.

1. The parties will endeavour to resolve disputes first through mutual consultation.
2. If a dispute cannot be resolved amicably, it will be submitted to the competent court in the district where the contractor has its registered office, unless mandatory law provides otherwise.

1. These general terms and conditions enter into force on the date stated on the front.
2. They replace all earlier versions of the contractor's general terms and conditions.
3. In the event of conflict between the agreement and these general terms and conditions, the agreement agreed in writing prevails.
4. These general terms and conditions may be cited as:
   • “General Terms and Conditions of Betting Compliance Advisory B.V., version July 2026.”