Terms and Conditions for the Purchase of Services

1.1. These general terms and conditions are automatically applicable to orders issued by BEER CHOPE SARL, a limited liability company with its registered office at 11, Avenue de la Liberté, L-1931 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B218273 (hereinafter "the Client") for the supply of material goods (hereinafter "the Products"), or services (hereinafter "the Services") from a supplier/provider (hereinafter "the Supplier"), as defined in each order. For the purposes hereof, the Supplier and the Client are referred to individually or collectively as "the Party" or "the Parties".

1.2. In the event of any contradiction between these terms and conditions and the Supplier's general terms and conditions of sale, these terms and conditions shall prevail, notwithstanding any clause to the contrary in the order confirmation, quotation, invoice or any other document issued by the Supplier.

1.3. Any special conditions established between the Client and the Supplier take precedence over these general conditions.

2.1. "Agreement": refers to all the legal and commercial documents governing the relationship between the Supplier and the Client.

2.2. "Works": means, but is not limited to, any content, material, software, design, documentation or other product or result created by Supplier in the performance of this Agreement.

2.3. “Services”: refers in the broadest sense to all services, activities or supplies, whether tangible or intangible, provided by the Supplier for the benefit of the Client within the scope of their contractual relationship.

3.1. Non-conformity of the Services provided - In the event of non-conformity of the Services and unless otherwise agreed in writing between the Parties, the Supplier undertakes to take all necessary measures to correct the defects observed within a strict period of ten (10) calendar days from the Client's written notification of the non-conformities.

In the event that the Supplier fails to rectify the defects within the allotted time, the Client, without prejudice to any other right or remedy provided by law or the present conditions, expressly reserves the right to reject the non-conforming Services in their entirety. Rejection of the Services will automatically result in termination of the corresponding order, and the Client may turn to other suppliers to satisfy its needs, with any financial consequences being borne exclusively by the defaulting Supplier. The Supplier also undertakes to bear any additional costs that the Client may incur as a result of the non-conformity of the Services. This provision in no way affects the Client's right to obtain damages for any prejudice suffered as a result of the non-conformity of the Services supplied.

3.2. Transfer of ownership and risks - Ownership of the Services will be transferred to the Client at the time of their actual delivery or, where applicable, upon their acceptance duly recorded in a report signed by the Client. This transfer will take place ipso jure, independently of any reservation of title clause appearing in any document issued by the Supplier.

The risks associated with the Services, such as loss, deterioration or any other damage, shall be borne by the Supplier until express acceptance of the Services by the Client.

4.1. Price - The price of the Services shall be determined in accordance with the terms specified in each order issued by the Client. Details of the price, including unit costs, any applicable discounts and payment terms, shall be expressly stipulated in the engagement letter between the Client and the Supplier.

4.2. Invoicing terms - The Supplier undertakes to issue invoices in accordance with the legal provisions in force, giving full details of the Services supplied, the quantities, the unit prices and all applicable taxes.

Invoices shall be sent to the Client at the address specified in the order, together with the necessary supporting documents, after delivery of the performance of the Services.

5.1. The Supplier assigns to the Client, as and when the Works are produced, all its copyright in the Works created.

5.2. This assignment covers all possible rights and modes of exploitation of the Works, including the use of the Works under any circumstances and for any purpose, the reproduction of the Works, the modification of the Works, the communication of the Works to the public (including the right to make the Works or copies of the Works available to the public or to present them to the public, and to perform them in public, where applicable), the distribution of the Works or copies thereof, the lending and rental of the Works or copies thereof, the licensing of rights in the Works or copies thereof, and the creation of derivative works of the Works (and the exploitation of such derivative works in any of the ways referred to in this article).

5.3. This transfer is worldwide, irrevocable and for the entire duration of the copyright. The price of this assignment is fully included in the remuneration due to the Supplier under this Agreement.

5.4. As far as and to the extent that applicable law permits, the Supplier waives any moral rights pertaining to the Work that could hinder the Client's enjoyment of the rights transferred by this clause.

5.5. If the Supplier is not the original author of the Works, the Supplier undertakes to obtain all rights from the original author(s) in order to be able to fulfil the obligations set out in this clause.

6.1. Any information communicated, obtained or transferred by the Client to the Supplier hereunder and which has been explicitly designated as confidential by the Client, or which by its nature should reasonably be considered as confidential information ("Confidential Information"), shall be treated as strictly confidential.

6.2. The Supplier undertakes not to use the Client's Confidential Information for purposes other than those necessary for the performance hereof.

6.3. The disclosure of Confidential Information by the Supplier is authorized only for the benefit of its legal representatives, employees, suppliers, service providers, consultants, subcontractors, advisors, insurers, auditors or software publishers (within the framework of an audit/verification for the latter two), on condition that they are subject to the same obligation of confidentiality as that set forth in this clause and within the limit of what they need to know for the performance of the tasks incumbent upon them or in connection herewith.

6.4. The supply of Confidential Information as such does not imply any assignment or license of intellectual property rights over the Confidential Information communicated by the Client.

6.5. The obligation of confidentiality does not apply to information for which the Supplier can demonstrate:

6.6. Insofar as this is required in connection with the settlement of a dispute, arbitration or legal proceedings, or in accordance with a law, decree or regulation or required by a regulatory authority, the Supplier will be authorized to disclose the Client's Confidential Information, provided that the Supplier informs the Client, if this is possible and legally permitted, and offers the Client the opportunity to issue its reserves and/or limit such disclosure. The Supplier will disclose only that part of the Confidential Information required by legal, judicial or regulatory authority.

6.7. In the event of termination of the Agreement or at the Client's request, the Supplier shall, to the extent possible, return or destroy (at the Client's option) all Confidential Information provided by the Client hereunder, within thirty (30) days of such request, and in the event of destruction of Confidential Information, certify, within a reasonable period of time, that such destruction has occurred. It is understood that

the obligations set out in this clause do not apply to the extent that retention is necessary for legal, regulatory or insurance purposes (for example, archiving requirements).

6.8. The obligations under this clause shall be binding on the Supplier during the term of the Agreement and also after its termination, for whatever reason, for a period of two (2) years after the end of the Agreement.

7.1. Force Majeure - The Party which suffers an Event of Force Majeure ("Affected Party") shall not be deemed to be in default of the Agreement, or to be liable to the other Party by reason of any delay in the performance or non-performance of any of its obligations, to the extent that such delay or non-performance is due to an Event of Force Majeure. The time limit for performance of the obligation prevented shall be extended accordingly. Force Majeure cannot be invoked for obligations consisting of payment obligations. An Event of Force Majeure correlatively suspends payment of the obligations affected/prevented. The Affected Party shall, as soon as reasonably practicable, notify the other Party in writing of the occurrence of an Event of Force Majeure, the date of commencement of the Event of Force Majeure and the effect

of the Event of Force Majeure on its ability to perform its obligations. Upon cessation of the Force Majeure, the Affected Party shall promptly notify the other Party of such cessation and shall resume performance of the affected obligations. Where an Event of Force Majeure persists for thirty (30) consecutive days or more, either Party may terminate the part of the Agreement relating to the affected services on a date specified by it in a written notice of termination to the other Party.

7.2. "Event of Force Majeure": means the occurrence of an act or event beyond the reasonable control of the Affected Party which renders the performance of the Agreement by the Affected Party impossible or excessively difficult or unreasonably costly with respect to the Agreement, and which includes, without limitation and in addition to the cases customarily retained by applicable law or case law: (i) explosions, fires, floods, earthquakes, catastrophic weather conditions, diseases, epidemics and pandemics, including Covid-19 or monkeypox, or natural disasters; (ii) acts of war (declared or undeclared), acts of terrorism, insurrection, riot, civil commotion, rebellion or sabotage; (iii) acts of local, regional, national, foreign or international authorities or jurisdictions, states of emergency or changes in legislation; (iv) industrial disputes, lock-outs, strikes or other industrial action organized on a national level; and (v) failures or fluctuations in electrical power or service or telecommunications equipment or other essential infrastructure, expropriation, deprivation or destruction, in whole or in part, of equipment or

property necessary to perform the services (such as cables) which is not due to a maintenance fault.

8.1. Termination for convenience - Both Parties may terminate the Agreement at any time by giving ninety (90) days' written notice to the other Party. Such termination shall take effect at the end of the notice period. In the event of termination for convenience by the Client, the Supplier will be remunerated for services actually rendered up to the date of termination, provided that such services comply with the terms of the Agreement.

8.2. Termination for Cause - In the event that the Supplier commits a material breach of the Agreement, the Client shall send the Supplier a notice by registered mail specifying the breach committed by the Supplier and the intention to enforce this clause. The Supplier shall then have (i) a period of ten (10) working days following the date of receipt of such registered letter to remedy the breach or submit a concrete plan to remedy it ("Plan") (if reparable) and (ii) thereafter a further period agreed between the Parties for the execution of the Plan. If the Plan is not submitted or executed within the specified time, the Client may, without the intervention of a judge, simply by sending a registered letter to the Supplier, terminate the Agreement on the date mentioned in the second registered letter or on any other date agreed between the Parties. No compensation will be due to the Supplier.

8.3. The Parties agree that the amount of full compensation for the damage caused to the Client by termination of the Agreement for serious breach by the Supplier shall in no case be less than the amount of the Agreement.

9.1. Both Parties agree that the liability of each Party, irrespective of the legal basis, is limited to the direct damage resulting from its own willful misconduct or gross negligence.

9.2. Under no circumstances shall either party be liable for any indirect, incidental, punitive, accessory or consequential damages, including but not limited to loss of profits or revenues, loss of sales, business interruption costs, restocking costs, damage to reputation, or loss of customers, even if such damages were reasonably foreseeable.

9.3. In all circumstances, the liability of each Party shall be limited to an amount not exceeding the amount of the Agreement, the sum of five thousand (5,000) euros, or the lesser of these two amounts.

9.4. This limitation of liability does not, however, exclude the Parties' liability for death or personal injury resulting from any act or omission.

9.5. The exclusions of liability provided for herein shall also apply to the liability of each Party's personnel, employees, servants, representatives, deputies, suppliers and deliverers.

9.6. The Parties acknowledge that the Agreement price reflects the allocation of risks arising from the Agreement, as well as the economic balance intended by the Parties, and that the Agreement would not have been entered into on these terms without the limitations of liability defined herein. The Parties expressly agree that the limitations of liability shall continue to apply even in the event of resolution or termination of the Agreement.

9.7. Any claim for contractual or extra-contractual liability may not be made (i) more than two (2) years after the end of the Agreement or (ii) more than two (2) years after becoming aware of the event giving rise to the liability.

9.8. A Party's intervention in a complaint to provide a correction or workaround shall not be construed as an admission of any liability whatsoever.

10.1. The Supplier agrees to comply with all policies and guidelines of the Client that are in effect during the term of their engagement, including any new policies introduced by the Client during the Agreement.

11.1. During the term of this Agreement and for a period of 12 months after its termination or expiry, the Supplier undertakes not to solicit, directly or indirectly, the Client's customers with whom the Supplier has had contact in the performance of its obligations.

11.2. For the purposes of this clause, "solicit" includes, but is not limited to, any attempt to approach, persuade or encourage the Client's customers to sever or modify their business relationship with the Client, or to establish a business relationship with the Supplier or another entity for similar products or services.

12.1. The Supplier undertakes not to subcontract all or part of its obligations under this Agreement without the Client's prior written consent.

13.1. In the event of a dispute, Luxembourg law will be exclusively applicable, with the exception of conflict of laws rules.

13.2. Any dispute relating to the validity, interpretation, performance or non-performance, or breach of the Agreement shall fall within the exclusive jurisdiction of the courts of the City of Luxembourg, even in the event of a third party claim or multiple defendants or plaintiffs.