Arcanum Management & Company Services B.V.

STANDARD TERMS AND CONDITIONS of Arcanum Management & Company Services B.V. (‘Arcanum’), Amsterdam Chamber of Commerce Trade Register nr. 30145617.
01. These standard terms and conditions are exclusively applicable to any services rendered by Arcanum.
02. All instructions from the UBO or his representatives, hereinafter also collectively referred to as “’Client”, irrespective whether these are addressed to Arcanum or to individuals working at or for Arcanum, are deemed to be accepted and carried out exclusively by Arcanum. Articles 7:404 and 7:407, paragraph 2 of the Dutch Civil Code are herewith excluded. Any subsequent or additional instructions of Client shall be subject to these standard terms and conditions.
03. The UBO and his representatives shall be jointly and severally liable. The entity shall be jointly and severally liable for the obligations assumed by the Client.
04. Not only Arcanum, but also all third parties engaged to carry out instructions for Arcanum’s clients, may rely on these general terms and conditions. The same shall apply to the directors and shareholders of Arcanum as well as to its former employees, in the event they are held liable after having left Arcanum.
05. Arcanum does not warrant the occurrence of certain economic or other consequences of the activities agreed upon and to be carried out in any individual case, such as the formation of companies/foundations, the opening of bank accounts, etc., and/or a position in the governing body and/or management and/or consulting in banking matters. It is for this reason that Arcanum does not make and can never be deemed to have made any statements in the form of expectations, predictions, or recommendations, or guarantees, in the sense of warranting the occurrence of a corresponding success or result.
06. The Client declares and undertakes that the assignment relationship is not used for the abuse of banking secrecy or the professional secrecy of attorneys or trustees, and that the funds endowed in the entity now and in the future do not come from acts or omissions relevant under tax law or criminal law.
07. Arcanum is authorised to replace the management/executive organs at any time by individuals or legal entities from the circle of Arcanum or associated companies and to pass the resolutions necessary to implement such changes and file these at the Register. The Client will not be notified separately of such changes. The costs of such changes shall be borne by the Client.
08. Arcanum undertakes to resign from its assignment with three months notice at the request of the Client. At the same time, Arcanum is entitled to resign from its assignments at any time, without stating any reason, and with immediate effect. For this case, the Client undertakes to ensure without delay that the domicile and management will be taken over by another person, and that Arcanum will be discharged for its management up to that point.
09. Arcanum will not assume any liability whatsoever for any losses, obligations, costs, or other damage incurred by the entity and/or its beneficiaries from any title whatsoever in direct connection with or as a consequence of legal acts or omissions made by Arcanum itself or by a representative in good faith in the course of the management and/or representation of the entity, including legal acts and/or omissions based on recommendations or proposals by the Client and/or a protector and/or the beneficiaries and/or any other entitled participants (such as authorised parties) of the entity.
10. Arcanum shall, as far as possible, consult the Client before instructing third parties and shall in any event exercise due care in its selections of third parties. Arcanum is not liable for any acts and/ or omissions of third parties. Arcanum is hereby authorised by the Client to accept any limitations of liability of third parties on Client’s behalf. The Client indemnifies and holds Arcanum harmless from and against any and all third party claims, including reasonable legal costs, arising in whatever manner from the activities carried out for the Client, unless they are a result of gross negligence or wilful misconduct by Arcanum.
11. Arcanum is only liable for deliberate or grossly negligent breach of duty. The liability of Arcanum and its officers for any deliberate or grossly negligent breach of duty shall be limited to the annual fee due to Arcanum with a maximum of EUR 20.000.
12. The Client shall fulfil himself any tax obligations that he may have with regard to the entity and its assets. Arcanum refrains from any advice concerning tax consequences and expressly refuses any liability in this respect. Also, The Client undertakes to strictly comply with and adhere to all provisions of the laws of the Netherlands and the countries touched by the entity’s activities in all business operations connected with the entity.
13. Arcanum shall at first request be refunded all costs, fees and claims as soon as Arcanum notifies
that the entity does not have the necessary means for this.
14. The executive board and/or foundation board members or other executive organ members provided by Arcanum shall receive an annual fee as agreed in the Domicile and Management Agreement. The fee shall be payable annually and in advance.
15. In addition, Arcanum shall be refunded for all expenditures and/or costs and fees for special efforts (consulting, secretary work, accounting, etc.) and any taxes. The amount of the special fees shall be based on the respective hourly rates and fixed fees of Arcanum, which are open for inspection.
16. All amounts due and all rates shall annually be revised to adjust for inflation. The inflation percentage shall be set using the CBS Price Index of Family Consumption. Arcanum also reserves the right to change its rates without notice.
17. Arcanum and/or the officials delegated to administration shall be entitled to charge costs and fees - directly to the Entity account or to effect their payment upon invoicing.
18. The Client undertakes to forthwith provide any coverage requested by Arcanum. As long as there is no coverage, the instructions from the Client need not to be carried out. The above rule shall also apply for the case that the entity enters into liquidation and an official provided by Arcanum is appointed as liquidator.
19. Arcanum is authorised but not obliged to appoint an audit authority to audit the annual accounts.
20. The Client shall indemnify and hold Arcanum harmless at first request against all judicial or extrajudicial fees, costs, expenditures, charges, taxes, claims, and demands as well as against any obligations under any title whatsoever in connection with or as a consequence of any legal acts or omissions carried out by Arcanum itself or by a representative in good faith in the course of administrative work and/or the representation of the entity, this statement referring in particular also to instructions, recommendations, or advice by the contract partner and/or protector and/or the beneficiaries and/or any other entitled participants (such as authorised parties) of the entity.
21. The Client shall provide Arcanum with all information necessary under the relevant Dutch legislation (in particular but not limited to Know Your Customer Due Diligence) and will provide notice of any changes, including but not limited to changes in beneficiaries of trusts, in writing at least 30 days before the date on which any change is requested to be executed by the client. Any transfer of any rights or obligations under the Agreement by the Client shall be null and void failing Arcanum's prior written consent thereto and shall be deemed to constitute a serious breach of contract, inter alia entitling Arcanum to exercise its rights as described in article 22 hereof, without prejudice to any of Arcanum's other rights in this case.
22. The Client will grant full assistance and will provide in advance all data, documents and information, useful or necessary for fulfilment of the services, as agreed upon with the Client by Arcanum. In the event that the Client is deficient in fulfilling these obligations, Arcanum is entitled to suspend all fulfilments regarding the assignment as agreed upon with the Client and to charge all expenses made to the extent of the assignments. In the event information supplied by the Client appears to be incorrect or false or misleading, Arcanum shall be entitled to immediately stop providing its services. Any amounts already paid to Arcanum at that time shall be deemed forfeited and shall not have to be returned by Arcanum without prejudice to all other rights.
23. If an account/deposit is opened with a bank or a broker, or if accounts/deposits exist with a bank or a broker, the bank or the broker will be informed about the ultimate beneficial owner, and a profile or other data of the Client will be submitted in accordance with the relevant forms of the respective banks. Such statement and the obligations resulting from it shall automatically be legally binding upon the Client’s heirs or his personal successors.
24. Costs paid for by Arcanum on behalf of the Client, shall be charged separately. General office activities (such as extensive use of postage, telephone, fax and photocopying) can be charged separately, in consultation with the Client. In case Arcanum has rendered unforeseen services, upon request, or foregoing permission of the Client, professional fees shall be calculated on the basis of the number of hours worked, multiplied by the hourly rate established annually by Arcanum as per the Arcanum Current Fee Schedule.
25. The Client will be charged in the case of fixed fees on an annual basis and for any special or additional services on a monthly basis, all invoices subject to payment within 14 days of the date of invoice. The Client cannot derive rights from this principle.
26. On late payment, Arcanum is entitled to statutory interest without notifying the client of default. In the event of non or incomplete or untimely payment of any Arcanum invoices, the Client as well as the  entity shall automatically be in default as jointly and severally liable debtors without any notice being required and all outstanding invoices to client or the entity shall become immediately due and claimable without client or the client entity being able to invoke any counter claim, any right to withhold or suspend payment or any right of set off or discount.
27. Furthermore Arcanum shall be entitled to immediately suspend or terminate all assignments from and all services to the Client or the entity without any notice being required. Arcanum shall also be entitled to immediately deregister the director provided by Arcanum and to deregister the entity out to the Client’s address and or to dissolve and or to liquidate the entity at the expense of the Client and the Client entity. The above is without prejudice to any other rights of Arcanum.
28. In the event the Client remains in abeyance of payment or otherwise, Arcanum is entitled to suspend all fulfilment regarding all assignments agreed upon with the Client and to charge all expenses made. In the event the Client is structurally deficient in fulfilling its obligations, then all fees and disbursements, in exempt of the current statement of outstanding expenses / invoices, extended payment and extra costs of recovery, judicial as well as extra judicial, shall be charged on top of the outstanding obligations at 15 % of the amounts involved with a fixed minimum of Euro 2.500.
29.1. In the framework of the professional rules and laws applicable to Arcanum has to take up personal details in its files. These personal details concern the name, address, telephone number, email address, as well as a copy passport of the Client (natural person), or an extract from the Trade register of the Chamber of Commerce of the Client (legal person).
29.2. In a given case, Arcanum takes up supplementary personal details which need to be asked in the framework of the "The Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (WWFT)", "The Dutch Supervisory Act on Trust offices 2018 (Wtt)", "The Decree on the Supervisory act on Trust offices 2018 (Btt)" and the demands that the "Dutch National Bank (DNB)" applies. The applicable legislations contain the obligation for Arcanum to report to the involved institution when required.
These data will be kept during the statutory period applicable thereto.
29.3. Files are exclusively owned by Arcanum and are kept 5 years after Arcanum shall have closed the file, before they are destroyed. The cost of storage shall be charged to Client.
29.4. Arcanum also takes up the name, address, telephone number and the email address of the Client in its address system with a view to sending Arcanum newsletters, etc. to the Client.
29.5. Arcanum never provides personal data to third parties, unless required under or by virtue of the Law and unless required for the execution of the assignment granted by the Client to Arcanum.
29.6. Arcanum asks the Client explicitly to grant permission for taking up personal details other than in the framework of the professional rules and Laws applicable to Arcanum.
29.7. The details of the Client which will be taken up otherwise than in the framework of the professional rules and Laws applicable to Arcanum shall be kept during a period of five years after the end of the agreement of assignment.
29.8. Client is entitled to see the own personal data. Client is entitled to object against the taking up of personal data by Arcanum other than in the framework of the professional rules and Laws applicable to Arcanum. Client is entitled to explicitly request Arcanum to remove the personal data concerned from the data base of Arcanum if this is possible on the basis of the professional rules and Laws applicable to Arcanum.
29.9. Requests concerning personal data need to be directed in writing to the known Arcanum email address as mentioned on this website.
30. The Client, the Client’s directly or indirectly controlled businesses, the Client's heirs or his personal successors and any businesses managed on his or their behalf are always mutually jointly and severally liable for all claims of Arcanum on anyone of them.
31. Should individual provisions hereof be or become inadmissible or impossible to implement, this shall not affect the validity of the other provisions. The provision that is inadmissible or impossible to implement shall be replaced by a provision that is as close as possible to the original provision's economic purpose. The same shall apply in the event of gaps herein.
32. Arcanum reserves the right to immediately terminate the assignment with Client when the prohibitions as provided for in article 23a of the Dutch Act on the Supervision of Trust offices (Dutch: Wet Toezicht Trustkantoren 2018, “Wtt 2018”) become applicable. Under article 23a Wtt 2018 it is prohibited to render trust services as defined under the Wtt 2018 if clients, object companies, beneficial owners of clients and beneficial owners of object companies are resident or established or have their registered office in:
States that, pursuant to Article 9 of the Fourth Anti-Money Laundering Directive, in delegated acts of the European Commission, are designated as states with a higher risk of money laundering or terrorist financing;
or States recognized by the Council of the European Union, pursuant to the Council conclusions on the criteria and process for drafting of the EU list of non-cooperative jurisdictions for tax purposes (PbEU 2016, C 461), have been designated as jurisdictions that are uncooperative in tax matters.
33. These standard terms shall exclusively be governed by and construed in accordance with Dutch law. The exclusively competent court shall be the court of first instance (Rechtbank) at Amsterdam, or - at the choice of Arcanum- the court of proper jurisdiction for the residence/domicile of the Client. Any ancillary agreements or amendments to these standard terms shall require written form.

Amsterdam, 2 January 2024.