Terms & Conditions

Linea Clara is a sole proprietorship established in Heemstede, the Netherlands, registered with the Dutch Chamber of Commerce, and operated by Maurice de Valois Turk. These general terms and conditions apply to all proposals, quotations and engagements in which Linea Clara acts as service provider.

Article 1. Definitions

1.1  Linea Clara: the sole proprietorship Linea Clara, established in Heemstede, the Netherlands, operated by Maurice de Valois Turk.

1.2  Client: the natural or legal person entering into an engagement with Linea Clara, or to whom Linea Clara has issued a proposal.

1.3  Engagement: any agreement between Linea Clara and the Client concerning the performance of services.

1.4  Services: all activities carried out by Linea Clara for or on behalf of the Client, including economic and financial analyses, second opinions, project support and strategic advice in connection with legal proceedings or regulatory matters.

1.5  Documents: all data and materials provided by or on behalf of the Client to Linea Clara, as well as all reports, analyses, calculations and other materials produced by Linea Clara.

1.6  In writing: by letter or by email, save where these terms expressly require a signed document.

Article 2. Applicability and order of precedence

2.1  These terms and conditions apply to every proposal issued by Linea Clara, every engagement between Linea Clara and the Client, and to all activities arising from or connected with such engagement, including after termination.

2.2  The applicability of any general terms and conditions of the Client is expressly rejected, including where such terms contain a similar rejection.

2.3  In the event of any conflict between the written engagement letter and these general terms and conditions, the engagement letter shall prevail.

2.4  Deviations from these terms and conditions are valid only if expressly agreed in writing between the parties.

2.5  If one or more provisions of these terms and conditions are or become null or void, the remaining provisions shall continue in full force. The parties shall in that case consult to agree a substitute provision that approximates the intent of the original as closely as possible.

Article 3. Proposals and formation of the engagement

3.1  All proposals issued by Linea Clara are without obligation, unless the proposal sets a period for acceptance.

3.2  An engagement is concluded when the Client accepts the proposal in writing, or when Linea Clara commences the work in fact with the Client's consent.

3.3  If the Client's acceptance deviates from the proposal, Linea Clara is not bound by such deviation.

3.4  Every engagement is entered into with Linea Clara as such and not with Maurice de Valois Turk personally. The application of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded. This does not affect the fact that the services are performed personally by Maurice de Valois Turk, unless otherwise agreed.

Article 4. Acceptance of engagements

4.1  Linea Clara is not obliged to accept any engagement. Acceptance may be refused without statement of reasons.

4.2  Before accepting an engagement, Linea Clara performs the customary checks regarding potential conflicts of interest, the identity of the Client and its ultimate beneficial owners, and the applicability of laws and regulations concerning the prevention of money laundering, terrorism financing and international sanctions.

4.3  The Client shall, on request, provide Linea Clara with the data and documents required for these purposes. Linea Clara is entitled to decline an engagement, or to withdraw from an ongoing engagement, if these checks give cause to do so, without obligation to compensate any damages.

Article 5. Performance of services

5.1  Linea Clara shall perform the engagement to the best of its knowledge and ability, in accordance with the requirements of professional good practice.

5.2  All obligations of Linea Clara are obligations of best effort. Linea Clara does not warrant any particular result, including the outcome of any proceedings, the decision of any authority, or the closing of any transaction.

5.3  The services are performed exclusively for the benefit of the Client. Third parties, including counterparties, authorities and courts that take cognisance of the documents, may not derive any rights from the services or their results vis-à-vis Linea Clara, and may not invoke the contents thereof against Linea Clara.

5.4  Linea Clara is entitled to engage third parties in the performance of the engagement, without becoming liable for shortcomings or errors of those third parties, save for intent or wilful recklessness on the part of Linea Clara in their selection. Where reasonably necessary for the performance of the engagement, Linea Clara may accept any liability limitations of those third parties on behalf of the Client.

5.5  Time periods within which services are to be performed shall only be regarded as final deadlines if expressly agreed in writing.

5.6  Linea Clara is entitled to use automated tools in the performance of its services, including software for data analysis and, where appropriate, applications based on artificial intelligence, provided that this is compatible with the obligations of confidentiality owed to the Client and with applicable regulations.

Article 6. Information and cooperation by the Client

6.1  The Client shall provide Linea Clara, in good time, in full, and in the required form, with all data and materials Linea Clara needs to perform the engagement properly.

6.2  The Client warrants the accuracy, completeness and reliability of the data and materials provided to Linea Clara, including data and materials originating from third parties. Linea Clara is not obliged to carry out an independent investigation into the accuracy of such information.

6.3  If the performance of the engagement is delayed because the Client fails to fulfil its obligations or fails to do so in good time, the resulting costs and consequences shall be for the Client's account.

6.4  The Client shall promptly inform Linea Clara of any development, decision or fact that may affect the performance of the engagement or the content of the documents prepared by Linea Clara.

Article 7. Fees and expenses

7.1  The fees of Linea Clara are determined on the basis of time spent multiplied by the agreed hourly rates, unless the parties have agreed in writing on a different method of remuneration.

7.2  In addition to fees, expenses incurred by Linea Clara are charged to the Client, including travel and accommodation costs, costs of external experts and exceptional material costs.

7.3  All amounts are exclusive of VAT and any other levies imposed by public authorities.

7.4  Linea Clara is entitled to adjust its rates on 1 January of each year. For engagements with a duration exceeding one year, the adjusted rates shall apply from the date of the adjustment.

7.5  If, after completion of the services, Linea Clara is requested or required to perform additional work, including appearing as a witness or expert, responding to additional questions from courts, authorities or counterparties, or providing further explanation of advice previously given, the hourly rate then in force shall apply to such additional work, even if a fixed fee was agreed for the original engagement.

Article 8. Invoicing and payment

8.1  Linea Clara invoices on a monthly basis as a rule, unless otherwise agreed.

8.2  Payment is due within 30 days of the invoice date, without any right of suspension or set-off, to a bank account designated by Linea Clara.

8.3  Upon late payment, the Client shall, without further notice of default, owe statutory commercial interest, as well as compensation for extrajudicial collection costs in accordance with applicable Dutch law.

8.4  Linea Clara is entitled to suspend its services if the Client fails to fulfil its payment obligations, without being liable for any damages resulting from such suspension.

8.5  For substantial engagements, or engagements with a duration exceeding two months, Linea Clara is entitled to require an advance payment or another form of security for payment.

8.6  Where the Client comprises multiple natural or legal persons, they are jointly and severally liable for the obligations arising from the engagement.

8.7  Objections to an invoice must be communicated to Linea Clara in writing, with reasons, within fourteen days of the invoice date, in default of which the invoice shall be deemed accepted.

Article 9. Liability

9.1  Any liability of Linea Clara for any direct or indirect damage arising out of or related to the performance of services, an agreement, tort, or otherwise, is excluded unless otherwise agreed in writing. This exclusion shall not apply in the event of wilful misconduct or gross negligence on the part of Linea Clara.

‍9.2  Notwithstanding the exclusion of liability set out in article 9.1, if and to the extent that Linea Clara is held liable for any damage, such liability shall be limited to the amount invoiced by Linea Clara to the Client in respect of the relevant engagement during the twelve months preceding the event giving rise to the damage.

9.3  Linea Clara is not liable for indirect damages, including consequential loss, lost profits, missed savings, business interruption, reputational damage and damages resulting from decisions of courts or supervisory authorities.

9.4  Linea Clara is not liable for damages resulting from inaccurate, incomplete or untimely data and materials provided to Linea Clara.

9.5  Linea Clara is not liable for damages resulting from the use of its services or their results in any context other than that for which they were prepared, or by any third party other than the Client.

9.6  The limitations of liability set out in this article do not apply where damages result from intent or wilful recklessness on the part of Linea Clara.

9.7  Any claim for damages against Linea Clara lapses if it is not submitted to Linea Clara in writing and with reasons within six months after the Client became aware, or could reasonably have become aware, of both the damage and the liability of Linea Clara, and in any event after a period of three years from the end of the engagement.

9.8  The Client indemnifies Linea Clara against claims by third parties, including counterparties in proceedings for which the services have been performed, arising from or connected with the performance of the engagement, save in cases of intent or wilful recklessness on the part of Linea Clara. This indemnity also covers reasonable costs of legal assistance.

9.9  The limitations of liability set out in this article also operate in favour of Maurice de Valois Turk personally, and of any person engaged by Linea Clara in the performance of the engagement.

Article 10. Intellectual property

10.1  All intellectual property rights in the reports, analyses, models, presentations and other materials produced by Linea Clara vest in Linea Clara, unless otherwise agreed in writing.

10.2  The Client obtains a non-exclusive, non-transferable right to use the materials referred to in article 10.1 for the purpose for which they were produced. Disclosure to third parties, publication or reproduction beyond that purpose requires Linea Clara's prior written consent, save for disclosure to courts, authorities and counterparties to the extent that this follows from the purpose of the engagement.

10.3  Linea Clara expressly reserves the right to use the knowledge, experience and methods acquired in the course of the engagement for other purposes, provided that no confidential information of the Client is disclosed.

10.4  The Client shall not amend Linea Clara's reports or analyses, or quote from them selectively out of context in a manner that distorts their meaning. Where parts of a report are used outside the original context, reference shall always be made to the full report.

Article 11. Confidentiality

11.1  Linea Clara and the Client are mutually obliged to keep confidential all information of a confidential nature obtained from each other or from any other source in connection with the engagement. Information is confidential if it has been designated as such by the other party or if confidentiality follows from the nature of the information.

11.2  The duty of confidentiality does not apply where disclosure is required by law, by court order, or by binding decision of a supervisory authority, or where disclosure serves the proceedings for which the engagement was concluded.

11.3  Linea Clara is entitled to refer to the Client in general terms, for example as a reference or in a list of completed engagements, provided that no confidential procedural information is disclosed. Reference by name requires prior consent.

11.4  The duty of confidentiality remains in force after termination of the engagement.

Article 12. Processing of personal data

12.1  Where Linea Clara processes personal data in the course of performing the engagement, it does so in accordance with the General Data Protection Regulation and other applicable privacy legislation.

12.2  If the parties consider it necessary, they shall enter into a separate data processing agreement.

12.3  The privacy statement published on Linea Clara's website applies to the processing of personal data by Linea Clara for its own business purposes, including data of the Client's contact persons.

Article 13. Electronic communication and data retention

13.1  The parties acknowledge that communication by email and other electronic means is not without risk. Linea Clara is not liable for damages arising from the use of electronic communication, including damages resulting from non-delivery, delay, interception or manipulation by third parties.

13.2  Linea Clara retains files and the related materials for a period of seven years after the end of the engagement, or for such longer period as required by law or reasonably necessary. After that period, Linea Clara is entitled to destroy the file.

Article 14. Independence and conflicts of interest

14.1  Linea Clara performs its services independently and on the basis of its professional judgement. Linea Clara does not accept instructions that would compromise its professional integrity or the accuracy and completeness of its findings.

14.2  Before accepting an engagement, Linea Clara examines whether any conflict of interest may exist with other ongoing or recently completed engagements. If a conflict is identified, or arises during the engagement, Linea Clara shall promptly inform the Client.

14.3  Linea Clara is entitled, in the interest of its independence, to decline an engagement or to withdraw from an ongoing engagement, observing a reasonable notice period and without obligation to compensate any damages.

Article 15. Duration and termination

15.1  The engagement is entered into for the duration required to perform the services, unless the parties have expressly agreed otherwise.

15.2  Both parties are entitled to terminate the engagement in writing during its term, observing a reasonable notice period.

15.3  Upon early termination, the Client owes the fees for the services performed up to the moment of termination, together with the expenses incurred up to that moment.

15.4  Linea Clara is entitled to terminate the engagement with immediate effect, without notice of default, if the Client is declared bankrupt, applies for suspension of payments, or can otherwise no longer be deemed able to fulfil its obligations, or if circumstances arise that make continuation of the engagement unacceptable to Linea Clara.

15.5  Obligations which by their nature are intended to continue after termination of the engagement, including those concerning confidentiality, intellectual property, liability and dispute resolution, shall remain in full force.

Article 16. Force majeure

16.1  Linea Clara is not bound to perform any obligation if it is prevented from doing so by force majeure. Force majeure includes, among other things, illness of Maurice de Valois Turk, failure of suppliers, disruption of electronic infrastructure, cyber incidents and government measures.

16.2  If force majeure persists for more than two months, both parties are entitled to dissolve the engagement without judicial intervention, without giving rise to any claim for damages.

Article 17. Assignment and transfer

17.1  The Client may not assign or encumber its rights and obligations under the engagement to any third party without the prior written consent of Linea Clara.

17.2  Linea Clara is entitled to transfer its rights and obligations under the engagement to a successor under universal or particular title, provided that the continuity and quality of the services are not thereby compromised.

Article 18. Complaints

18.1  If the Client is dissatisfied with the performance of the services, the Client shall, as soon as possible and in any event within thirty days after becoming aware of the matter giving rise to the complaint, notify Linea Clara in writing and with reasons.

18.2  Linea Clara shall respond to the complaint within a reasonable period and shall make reasonable efforts to reach a solution in consultation with the Client.

18.3  Submission of a complaint does not relieve the Client of its payment obligation.

Article 19. Governing law and disputes

19.1  All engagements between Linea Clara and the Client are governed exclusively by the laws of the Netherlands.

19.2  Disputes arising from or in connection with the engagement shall be submitted exclusively to the competent court in the district of Noord-Holland, location Haarlem, save where mandatory law provides otherwise.

19.3  Before submitting a dispute to court, the parties shall make reasonable efforts to reach an amicable settlement, first by direct consultation and, if that does not produce a solution, through the intervention of an independent mediator.

Article 20. Final provisions

20.1  Linea Clara is entitled to amend these terms and conditions unilaterally. Amendments apply to new engagements from the date of publication on Linea Clara's website.

20.2  For ongoing engagements, amended terms apply only after the Client has been notified of them and has not objected in writing within 30 days.

20.3  These terms and conditions have been drafted in Dutch and translated into English. In the event of any discrepancy between the versions, the Dutch text shall prevail.

20.4  The records of Linea Clara provide conclusive evidence of the amounts owed by the Client, subject to evidence to the contrary.

Linea Clara

Maurice de Valois Turk

César Francklaan 38, 2102 ED Heemstede, the Netherlands

www.lineaclara.nl

Version April 2026

‍