General Terms and Conditions for Services of Kitsune Advisory

Effective Date: 11/21/2025

Preamble

These General Terms and Conditions ("GTCs") govern the contractual relationship between Kitsune Advisory, an S.à r.l. incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office at 4, rue Tony Neuman L-2241 Luxembourg, registered with the Luxembourg Trade and Companies Register (RCS Luxembourg) under number B302386 (hereinafter referred to as "Kitsune Advisory" or "the Service Provider"), and its clients (hereinafter referred to as "the Client").

By accepting a proposal, Statement of Work (SOW), or engaging Kitsune Advisory for services, the Client fully and unreservedly accepts these GTCs.

1. Definitions

1.1. Agreement: Refers to the legally binding contract between Kitsune Advisory and the Client, consisting of these GTCs, the Proposal, and the Statement of Work (SOW).

1.2. Client: The legal entity or individual engaging Kitsune Advisory for the provision of Services.

1.3. Confidential Information: Any non-public information disclosed by one Party to the other, whether directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as "confidential" or "proprietary," or which, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential.

1.4. Deliverables: Any tangible or intangible work product, reports, documents, strategies, models, or other materials prepared or provided by Kitsune Advisory to the Client as part of the Services.

1.5. Fees: The remuneration payable by the Client to Kitsune Advisory for the Services as specified in the SOW.

1.6. Parties: Kitsune Advisory and the Client collectively.

1.7. Proposal: The document outlining the scope, objectives, timeline, and estimated fees for the Services, issued by Kitsune Advisory to the Client.

1.8. Services: The consulting, advisory, interim management, and leadership accompaniment services to be provided by Kitsune Advisory to the Client, as detailed in the accepted Proposal and SOW.

1.9. Statement of Work (SOW): A detailed document describing the specific Services, Deliverables, timelines, responsibilities, and Fees for a particular engagement, which forms an integral part of the Agreement.

2. Formation of Contract

2.1. All Proposals issued by Kitsune Advisory are valid for a period of thirty (30) calendar days from the date of issue unless otherwise specified.

2.2. A binding Agreement is formed upon the Client's written acceptance of a Proposal or a SOW issued by Kitsune Advisory. Such acceptance may be evidenced by a signed copy of the Proposal/SOW, a purchase order, or an explicit written confirmation (e.g., email) from an authorized representative of the Client.

2.3. These GTCs shall apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

3. Scope of Services

3.1. Kitsune Advisory shall provide the Services to the Client as precisely described in the mutually agreed and signed SOW.

3.2. Kitsune Advisory undertakes to perform the Services with reasonable skill and care, using appropriately qualified personnel, and in accordance with generally accepted professional standards applicable to similar services in Luxembourg.

3.3. The Services are of an advisory nature, based on information provided by the Client and Kitsune Advisory's professional judgment. Kitsune Advisory does not guarantee any specific outcomes or results.

3.4. Any changes to the scope of Services must be agreed upon in writing by both Parties through a formal change request process, which may impact Fees and timelines.

3.5. Unless expressly agreed otherwise in writing, Kitsune Advisory's Services do not include legal, accounting, tax, or audit advice, and the Client should seek independent professional advice in these areas.

4. Client's Obligations

4.1. The Client shall provide Kitsune Advisory with timely access to all necessary information, data, documents, and personnel as reasonably required for the execution of the Services. The Client warrants that all information provided is accurate, complete, and not misleading.

4.2. The Client shall ensure that its staff and third-party contractors cooperate fully with Kitsune Advisory.

4.3. The Client shall make decisions and provide approvals in a timely manner to avoid delays in the project schedule.

4.4. The Client acknowledges that the successful delivery of the Services is dependent upon the timely and effective fulfillment of its obligations. Kitsune Advisory shall not be liable for any delays or failures resulting from the Client's non-compliance with its obligations.

5. Fees, Expenses, and Payment Terms

5.1. The Fees for the Services shall be as set out in the SOW. Unless otherwise specified, all Fees are quoted in Euros (€).

5.2. In addition to the Fees, the Client shall reimburse Kitsune Advisory for all reasonable out-of-pocket expenses incurred in the performance of the Services, including but not limited to travel, accommodation, and communication costs, provided such expenses are incurred in accordance with the Client's expense policy (if provided in advance) or Kitsune Advisory's standard policy.

5.3. All Fees and expenses are exclusive of Value Added Tax (VAT) and any other applicable taxes, duties, or levies, which shall be added to the invoice at the prevailing legal rate in Luxembourg.

5.4. Invoices will be issued by Kitsune Advisory according to the payment schedule specified in the SOW (e.g., monthly, upon milestone completion, upfront payment).

5.5. The Client shall pay all undisputed invoices within thirty (30) calendar days from the date of invoice.

5.6. In the event of late payment, Kitsune Advisory reserves the right to charge interest on the overdue amount at the legal interest rate applicable in Luxembourg for commercial transactions, as published in the Official Journal Mémorial B, without prejudice to any other rights or remedies available to Kitsune Advisory. In accordance with the amended Law of 18 April 2024 on payment terms and late payment interest in commercial transactions, Kitsune Advisory may also claim a flat-rate recovery fee of a minimum of €40 per unpaid invoice, up to the amount of recovery costs actually incurred, upon presentation of the relevant supporting documentation.

5.7. Kitsune Advisory may suspend the provision of Services if any invoice remains unpaid after its due date, after providing the Client with five (5) working days' written notice.

6. Term and Termination

6.1. The Agreement shall commence on the effective date specified in the SOW and shall continue for the term specified therein, unless terminated earlier in accordance with these GTCs.

6.2. Either Party may terminate the Agreement with immediate effect by written notice if:

a) The other Party commits a material breach of any term of the Agreement and fails to remedy that breach within fifteen (15) calendar days of being notified in writing to do so;

b) The other Party becomes insolvent, enters into liquidation, receivership, administration, or any analogous insolvency proceedings in any jurisdiction.

6.3. Kitsune Advisory may terminate the Agreement by providing thirty (30) days' written notice to the Client if the Client fails to make any payment due under the Agreement on the due date for payment and remains in default not less than ten (10) working days after being notified in writing to make such payment.

6.4. Upon termination of the Agreement for any reason:

a) The Client shall immediately pay to Kitsune Advisory all outstanding unpaid invoices and interest due.

b) Kitsune Advisory shall submit an invoice for Services performed up to the date of termination, which shall be payable by the Client in accordance with Clause 5.5.

c) Each Party shall return or destroy (at the disclosing Party's option) all Confidential Information belonging to the other Party.

d) Any provisions of these GTCs which by their nature are intended to survive termination (e.g., confidentiality, intellectual property, liability) shall remain in full force and effect.

7. Confidentiality

7.1. Both Parties agree to keep confidential all Confidential Information obtained from the other Party in connection with the Services.

7.2. Each Party shall not disclose the other Party's Confidential Information to any third party without the prior written consent of the disclosing Party, except to those of its employees, agents, subcontractors, or professional advisors who need to know such information for the purpose of carrying out the Party's obligations under the Agreement and who are bound by confidentiality obligations no less stringent than those contained herein.

7.3. The obligations of confidentiality shall not apply to information that:

a) Is or becomes publicly available through no fault of the receiving Party;

b) Was already in the possession of the receiving Party prior to its disclosure by the disclosing Party;

c) Is independently developed by the receiving Party without use of the disclosing Party's Confidential Information;

d) Is required to be disclosed by law, regulation, or by an order of a court or governmental authority, provided that the receiving Party gives prompt notice to the disclosing Party to allow the disclosing Party to seek a protective order or other appropriate remedy.

7.4. The confidentiality obligations shall survive the termination of the Agreement for a period of three (3) years.

8. Intellectual Property

8.1. All intellectual property rights (including copyrights, trademarks, patents, and trade secrets) in any pre-existing materials, methodologies, tools, software, or know-how used or developed by Kitsune Advisory in the course of providing the Services ("Kitsune Advisory IP") shall remain the exclusive property of Kitsune Advisory.

8.2. All intellectual property rights in the Deliverables specifically created for the Client under an SOW shall, upon full payment of the Fees, be assigned to the Client. Kitsune Advisory grants the Client a non-exclusive, worldwide, royalty-free, perpetual license to use Kitsune Advisory IP embedded in or necessary for the use of the Deliverables.

8.3. The Client warrants that any materials, information, or data provided to Kitsune Advisory will not infringe the intellectual property rights of any third party. The Client shall indemnify Kitsune Advisory against all liabilities, costs, expenses, damages, and losses suffered or incurred by Kitsune Advisory arising out of or in connection with any claim brought against Kitsune Advisory for actual or alleged infringement of a third party's intellectual property rights arising from or in connection with Kitsune Advisory's use of materials provided by the Client.

9. Data Protection

9.1. Both Parties shall comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (EU) 2016/679 ("GDPR") and the Luxembourg data protection law.

9.2. Where Kitsune Advisory processes personal data on behalf of the Client (acting as a Processor for the Client who is the Controller), the Parties agree to enter into a separate Data Processing Agreement (DPA) if required by law.

9.3. Kitsune Advisory implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk of the processing of personal data.

10. Limitation of Liability

10.1. Kitsune Advisory shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business, loss of anticipated savings, loss of data, or loss of reputation, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if Kitsune Advisory has been advised of the possibility of such damages.

10.2. Kitsune Advisory's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no event exceed the total Fees paid by the Client for the Services under the specific SOW giving rise to the claim in the twelve (12) months preceding the event giving rise to the claim.

10.3. Nothing in these GTCs shall limit or exclude Kitsune Advisory's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by applicable law (e.g., gross negligence or willful misconduct).

11. Indemnification

11.1. The Client shall indemnify, defend, and hold harmless Kitsune Advisory, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

a) Any breach by the Client of its obligations under the Agreement;

b) Any third-party claim that arises from the Client's instructions or the use of any information or materials provided by the Client;

c) Any claim relating to the accuracy, completeness, or suitability of information provided by the Client.

12. Force Majeure

12.1. Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a Party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including but not limited to acts of God, war, hostilities, riot, civil commotion, epidemic, pandemic, national emergency, governmental actions, fire, flood, earthquake, strike, lock-out, or significant power or telecommunications failure.

12.2. The Party affected by a Force Majeure Event shall promptly notify the other Party in writing and use all reasonable endeavors to mitigate the effect of the Force Majeure Event. The performance of the affected Party's obligations shall be suspended for the duration of the Force Majeure Event.

13. Governing Law and Jurisdiction

13.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg.

13.2. Each Party irrevocably agrees that the Courts of Luxembourg City shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

14. Severability

14.1. If any provision of these GTCs is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in full force and effect. If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.

15. Entire Agreement

15.1. These GTCs, together with the Proposal and SOW, constitute the entire agreement between the Parties and supersede all prior agreements, understandings, promises, and arrangements between them, whether written or oral, relating to its subject matter.

16. Amendments

16.1. No amendment or modification to these GTCs or any SOW shall be effective unless it is in writing and signed by duly authorized representatives of both Kitsune Advisory and the Client.

17. Assignment

17.1. Neither Party may assign, transfer, or subcontract any of its rights or obligations under the Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

18. Notices

18.1. Any notice or other communication given to a Party under or in connection with the Agreement shall be in writing and sent to the registered office address or primary business email address of the respective Party, as notified from time to time.

18.2. Notices shall be deemed to have been received: if sent by personal delivery, when left at the appropriate address; if sent by pre-paid first-class post or recorded delivery, at 9.00 a.m. on the second business day after posting; if sent by email, at the time of transmission (provided no automated delivery failure notification is received)