Genral Terms & Conditions

1. General

These general terms and conditions apply to all our proposals as well as to all service agreement or assignments accepted by Fund Solutions SCA, unless otherwise agreed upon in writing. We are not bound by the general terms and conditions of the other party. Any derogation to these general terms and conditions shall only become effective after our written confirmation.

2. CONTRACTS, ENGAGEMENT LETTERS AND PROPOSALS

Our contracts, engagement letters and proposals, as long as they are not accepted, do not constitute a commitment on our part. They attempt to give the most complete description of the scope and tasks to be achieved. They are valid for a period of two months, unless otherwise provided .

3. COSTS OF ASSIGNMENTS AND TARIFF

A. Unless otherwise provided in our contracts, engagement letters and proposals, the costs of the assignment include:

(a) a “services” account, determined on the basis of a fixed fee agreed upon the parties;

(b) an “expenses” account, intended to cover expenses which are not included in our tariffs, such as for travel, hotel, secretarial work and meals (to be pre agreed by the parties).

B.We reserve the right to review the tariffs which were used as a basis for the calculation of the assignments costs, if it appears in the meantime that the evolution of salaries and expenses so justifies. Any tariffs modification is notified one month beforehand by letter to the client.

C. All our tariffs exclude VAT.

D. A modification of the client’s definition of the scope of the assignment may give rise to adjustments, concerning either the time-frame for delivery mentioned in the proposal or the total of services and expenses agreed upon.

4. INVOICING AND PAYMENT

The fixed amounts agreed upon for the “services” account will be invoiced on a quarterly basis as expressly specified in the service contract. Furthermore, the expenses actually incurred shall be accounted for on the same way unless otherwise agreed in writing by the parties;

Invoices must be settled on receipt. After three months of delay since date of invoicing, a 1% interest per month is due to us ipso Jure, without requiring any formal notice.

5. MODIFICATION OF THE TEAM

We reserve the right to modify the composition of our team, while ensuring the continuity of activities and maintaining the required competence of the team.

6. ANTICIPATED TERMINATION

A. Each of the parties may terminate the service agreement or the assignment (the case maybe) before due date by written renunciation, duly founded, for which a three-month notice shall be respected (unless otherwise agreed upon the parties).

B. We shall only resort to this possibility of renunciation if in our opinion, the facts and circumstances appear to be such that the fulfilment of the service agreement or the assignment may not be reasonably expected.

C .In case of anticipated termination, the amounts shall be invoiced on the basis of the work performed at the time of termination. If the client resorts himself to the possibility of renunciation, he shall in addition be bound to indemnify us for the costs resulting from the mobilization of the resources allocated to the mission, and which cannot be allocated on another one, for the remaining period of the assignment with a maximum of one month.

7. OBLIGATIONS OF THE CLIENT

A.The client is bound to cooperate without reserve in carrying out the service agreement or the assignment and to put at our disposal anything which is required to this end. This obligation implies among other things, if the circumstances so require, that premises equipped in an appropriate way should be made available, that the client’s collaborators should be available for the assignment during the period agreed upon and that they may provide us with all the data required for the proper performance of the assignment.

B.If the execution of the service agreement or the assignment requires the intervention of a third party and if we wish that the assignment be entrusted to said third party directly by the client, the latter is bound - in accordance with the principle of equity - to give assistance to the third party to the conclusion of the contract.

8. OBLIGATIONS OF FUND SOLUTIONS SCA

We undertake to fulfil our service agreement or our assignment at the best of our capacities and within the agreed terms, and to do everything that is necessary in order to obtain the expected result described in the proposal.

9. RESPONSIBILITY

A.We are only responsible towards the client for damages caused to him, which constitute the direct consequences of defaults from our part or from the part of persons of whom we have the responsibility, in so far as these defaults could have been avoided in ordinary circumstances by a good professional knowledge and a normal attention and diligence.

B.If we ask third parties for the execution of specific parts of the service agreement or the assignment, our responsibility for damages resulting from defaults of such third parties does not extend beyond our own responsibility towards the client in accordance with paragraphs A and C.

C.Our responsibility is always limited to twice the amount of fees which are due to us for our activities. If the duration of the service agreement or our assignment exceeds three months, our responsibility is limited to twice the fees related to the last three months preceding the completion of the assignment. We do not accept any responsibility for indirect or consequential damages and prejudicial consequences.

10. ACT OF GOD

A.ln the case where, because of permanent or temporary Act of God, we would be prevented from achieving or proceeding with the performance of our service agreement or our assignment, we have a right to consider the contract as being cancelled ipso jure, without being bound in any way to damages and interest and without prejudice to our eventual rights, or to adjourn the (rest of) the performance of the service agreement or the assignment

B.In cases where the adjournment would last for six months, the contract would also be terminated

C.Is considered an Act of God, any specific circumstance the consequences of which are such that, for a given reason, our undertakings cannot reasonably, or no longer be honored even if said circumstance was foreseeable upon contracting of the assignment.

D.In all cases. the client is bound to indemnify us for the costs related to the services already performed

11. CONFIDENTIAL INFORMATION

All data provided by the client shall be processed in a strictly confidential manner. The client authorizes Fund Solutions SCA to process certain data pertaining to the client’s members of staff within the scope of the execution of the present contract. The client shall transfer the data to Fund Solutions SCA for this purpose.

Fund Solutions SCA will process the data only upon instruction from the client. Fund Solutions SCA will process the data received only in as far as necessary for the provision of the services within the scope of this service provider contract.

Fund Solutions SCA will undertake to implement the appropriate technical and organizational measures to ensure the protection of the processed data against accidental or unlawful destruction, accidental loss, deterioration, unauthorized disclosure or access and against any other forms of unlawful processing as referred to in the Law of 2nd August 2002.

Furthermore, the client and client employees are held to keep the strictest confidentiality towards any documentation received from Fund Solutions SCA and defined as secret.

In the case of any dispute brought up by the client against the processing of data without the client’s authorization or instruction or in violation of the Law of 2nd August 2002 for the protection of personal data, Fund Solutions SCA will recompense the client up to twice the amount of the monthly standard fees.

12. EMPLOYMENT OF PERSONNEL

The client and Fund Solutions SCA shall not take over personnel involved in the performance of the work from either of them during the duration of the service agreement or the assignment and for a subsequent period of 12 months. Any breach of this clause will give rise to an indemnity equal to 12 months of remuneration to be paid by the hiring party to the other party.

13. COPYRIGHTS

Copyrights concerning methodology, training material and layout of documents of Fund Solutions SCA remain our property. The reports drawn up by us become the property of the client, without prejudice to the above.

14. DUE DATE

All the claims of the client deriving from the service agreement or the assignment are null if this dispute is not brought before the courts within a period of a one year following the invoicing.

15. APPLICABLE LAW - COMPETENT COURTS

Any dispute which would not have been resolved by an amicable settlement will be subject to the jurisdiction of the competent courts of Luxembourg, ruling in accordance with Luxembourg law.