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KBC Reach Special Provisions

Registered office: KBC Bank NV – Havenlaan 2 – 1080 Brussels – Belgium

VAT BE 0462.920.226 – RLP Brussels – FSMA 026256 A

Member of the KBC group

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KBC Reach is a Dashboard Service. The “KBC Reach Special Provisions” form an integral part of the Business Dashboard Agreement

(the Agreement) which governs the contractual relationship between the Customer and the Bank with regard to the use of KBC Reach.

Except where expressly stipulated otherwise, the definitions from the Business Dashboard Agreement – General Provisions

apply to these KBC Reach Special Provisions. For the application of these KBC Reach Special Provisions, the terms written with

a capital letter have the following meanings. The definitions may be used without distinction in the singular or plural form.

Affiliate: shall mean, with respect to any person, any other person, which controls, is controlled by or is under common control with

such first person. For the purpose of this definition ‘control’ means the possession, directly or indirectly, of the power to direct or cause

the direction of the management and policies of such company or business unit, whether through ownership of voting securities or

partnership interests (or their equivalent), by contract or otherwise, including possession, directly or indirectly, of any of the following:

(i) ownership of more than half of the share capital or business assets, or

(ii) the power to exercise at least half of the voting rights, or

(iii) the power to appoint at least half of the members of the Board of directors (or analogous body or bodies, including

management boards and supervisory councils) of such company

Agent: a User, created by a Reach Administrator in the KBC Reach Administration module, being a natural person who is granted signing

authority in respect of the KBC Reach Service;

Associated Company: as defined in the General Provisions of the Business Dashboard. For KBC Reach it is only possible to set up an

Associated Company when the current accounts of it are not held in the Bank.

Confidential Information: all information which is meant to be or is clearly labelled as confidential, and especially, but not limited to,

information associated with the KBC Reach Functionalities, the security procedures, customer data, account and transaction information,

and if applicable information regarding the application for, issuance, acceptance and revocation of Means of Access and Signature and

related certificates if any;

Documentation: the technical documentation provided by the Bank with regard to KBC Reach;

KBC Reach Application Contract: the contractual arrangement by which the Customer and the Bank agree to set up KBC Reach;

KBC Reach: KBC Reach is a uniform, web-enabled, multi-language, electronic banking tool.

KBC Reach Functionalities: the services of KBC Reach as further specified in article 1.1.

Main Customer of KBC Reach: the Customer that is able in the name and for the account of the Customer(s) to engage in the acts set

forth in the KBC Reach Application Contract. The Main Customer is also known as Main company. The Customers are obliged to have

one Main Customer.

The Customers give the Main Customer the authority to engage in the following acts in its/ their name and for its/their account:

• to approve the addition of a new Reach Administrator;

• to determine the sign principle (dual or single) for administrative actions in Reach.

Payment Transaction(s): means an act, initiated by the payer or by the payee, of placing, transferring or withdrawing funds, irrespective of

any underlying obligations between the payer and the payee such as

- credit transfers,

- direct debits.

Transactions related to securities, asset servicing, including dividends, income or other distributions as specified in article VII.3, §2, 9° of

the Economic Law Code shall not be considered as Payment transactions.

Payment Account: an account held by the Customer or a principal which is used for the execution of Payment Transactions.

Reach Administrator: the Administrator as defined in the Business Dashboard Agreement – General Provisions and specified in the

Application Contract for the Service who has been authorized by the Customer(s) to act as Administrator of the entire Dashboard. In

addition to the powers assigned to him/her in the Application Contract, the Administrator is authorized to perform the legal and other acts

referred to on the Application Form in Section 5. The Reach Administrator is also a User and can be granted permissions to initiate

payment orders and receive account statements for all the Customers’ Bank current accounts. A User department cannot act as

Administrator. The Reach Administrator is entitled to use all the KBC Reach Functionalities. The Reach Administrator designates the

Users and Agents, as set out in article 3;

CONTEXT

DEFINITIONS





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User: a natural person duly identified by the Reach Administrator or a Customer department, authorized by the Reach Administrator to

make full or partial use of the KBC Reach Functionalities on behalf of the Customer.

Article 1 DESCRIPTION OF KBC REACH

1.1 The “KBC Reach Functionalities” will comprise:

Payments In this module, various credit transfers, such as inter-company transfers, third-party payments or salary payments, pre-authorized collections, direct debits, bills of exchange can be originated. Other features include the monitoring of previously initiated transactions and template management. Transactions can be created from scratch or from a file imported from the Customer's ERP software.

Cash Management This module enables the Customer to receive reporting from the Bank on balances andinitiated transactions that have been processed by the back-office (including cash account statements and transactions for both end-of-day and intraday). This module also allows the Customer to generate reports with the information that was supplied by the Bank. The Customer is able to export certain reporting data from the KBC Reach application to his/ her local network, and to download files.

Administration This module manages certain standard basic tables (account groups, counterparties, currencies, rates, etc.) required for the purpose of working with an electronic Banking system. Depending on the table content, either the Bank or the Customer will be in charge of the maintenance of these tables. Other functions within this module include the creation of new Users and the assignment of new entitlements and authorizations.

Information This module includes the possibility to send and receive messages and alerts within the application.

1.2 The Bank reserves the right to extend the KBC Reach Functionalities with additional functionalities at any time without prior notice.

In case of a unilateral modification or cancellation of any or all KBC Reach Functionalities by the Bank, the Customer will be notified of every

amendment at least 60 days before the envisaged effective date by means of a message in the Communications Centre, on paper, by

email or in any other appropriate manner.

If the Customer does not agree with the proposed amendments, it may terminate the KBC Reach Application Contract with immediate effect

and at no cost before the date on which the amendment is scheduled to come into effect. Amendments will become binding for the

Customer if the Customer has not terminated the KBC Reach Application Contract before the date on which the amendments are

scheduled to come into effect.

Such modification or cancellation does not entitle the Customer to claim any indemnification or restitution of the fees paid.

1.3 The Customer and the Bank expressly agree that articles VII.12 through VII.25 of the Economic Law Code shall not apply.

The parties further agree on the non-application of the following articles of the Economic Law Code: VII.27 § 3, VII.28,

VII.34, VII.36 through VII.38, VII.41, VII.49 through VII.51 and VII.55 § 1. Furthermore, the Parties agree that the Customer

can only obtain rectification from the Bank if he notifies the Bank without undue delay on becoming aware of any

unauthorised or incorrectly executed Payment Transactions giving rise to a claim, and no later than 3 months after the debit

date. The Parties agree that the time period of 13 months laid down in article VII.33 of the Economic Law Code shall not

apply.

1.4 The Customer remains the direct and sole contracting party and point of contact for its clients. This means that, unless otherwise

stated, in respect of the KBC Reach Functionalities, the Bank may not be named as the agent for the Customer vis-à-vis the Customers

clients.





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Article 2 ACCESS TO KBC REACH

2.1 Access by the Customer to KBC Reach will be granted solely upon the performance of the following:

a) the signing and execution of the Business Dashboard Agreement – Application Form

b) the signing and execution of the KBC Reach Application Contract;

c) the acceptance of the Business Dashboard Agreement – General Provisions, the Security Terms & conditions and these

KBC Reach Special Provisions and the KBC Reach App Regulations;

d) providing all information, data and contract details, identification and authentication documents and other records as

stipulated in the Agreement;

e) the assignment of the Means of Access and Signature to the Customer, Reach Administrator, Users or Agents in accordance

with the Agreement.

2.2 The Customer acknowledges that all Reach Administrators and Users will require Means of Access and Signature.

2.3 The Customer expressly acknowledges that it has received from the Bank all information necessary to assess the suitability of KBC Reach for its needs and that it has taken all appropriate precautions for the installation and use of KBC Reach.

2.4 The Reach Administrators, Users or Agents identified in accordance with the Agreement are considered being authorized Users of the KBC Reach Functionalities.

Article 3 DESIGNATION, IDENTIFICATION AND AUTHENTICATION OF THE USER(S)

3.1 Obligations of the Customer in respect of the identification and authentication of all parties concerned

a) The Bank is required to identify all parties concerned including the Customer itself, its representatives, its subsidiaries, other

affiliates or even third party companies (in the event the Customer is duly mandated to use, administer or operate the accounts

of these subsidiaries, other affiliated or third party companies), and provided that there‘s a Customer relationship between the

Registration Authority and these companies and the actual Reach Administrators and Users:

(i) in accordance with the Belgian Act on the prevention of the use of the financial system for money laundering;

(ii) in accordance with PRC laws, regulations and rules related to anti-money laundering, counter-terrorism financing and "knowyour customer";

(iii) in accordance with the Business Dashboard Agreement – General Provisions, the KBC Reach Special Provisions and

the Security Terms & Conditions (including the certificate policy (CP) / certification practice statement (CPS) if any).

b) This implies that the Customer will provide to the Bank the necessary data and documents in respect of any and all physical

persons concerned and, in particular, the Customers representatives and its Users.

c) This likewise implies that the Customer will provide to the Bank the following data and documents with regard to the

Customer itself, any and all subsidiaries, other affiliates or third party companies (in the event the Customer is duly

mandated to use, administer or operate the accounts of these subsidiaries, other affiliated or third party companies)

concerned, except if these documents are already in the possession of the Bank:

(i) a copy of the most recent version of the coordinated articles of association;

(ii) an original and recent extract or certificate from the registrar of legal persons/companies (or the local equivalent)confirming the legally valid formation and the current existence of the company;

(iii) an original and recent extract or certificate from the registrar of legal persons/companies (or the local equivalent) with alist of the names of the company’s representatives.

If the local law does not require the company to register the identity of its representatives with the registrar of legal

persons/companies or another official authority, the company has to present its own list containing the names of all its

representatives, duly signed by the Company Secretary or registered agent.

d) The Customer must ensure that the Reach Administrator is informed about the identification and authentication procedures

as set out in the KBC Reach Application Contract, and the Security Terms & Conditions (including the certificate policy (CP)

and the certificate practice statement (CPS) if any), and that he shall comply with them. The Reach Administrator must inform

every User/Agent about these procedures and ensure that every User/Agent complies with them.

3.2 Obligations of the Customer in respect of the identification and authentication of its organizational identity.

The Customer, as a corporate legal entity, institution or organization, must provide the Bank (if not already provided) a copy of the documents specified in article 3.1 c), and an official document evidencing that its representatives have been granted the authority to sign. If the subscription process is initiated by an agent via a power of attorney, a legally valid, signed and binding power of attorney must be provided.

If the Customer is duly mandated to use, administer, or operate its subsidiaries’, other affiliates’ or even third party companies’ accounts via KBC Reach, and/or here to designates Reach Administrators , Users or Agents, the Customer must provide to the Bank:

(i) a copy of the documents specified in article 3.1 c);

(ii) a written and duly signed power of attorney justifying the use or administration of the accounts;

(iii) a written and duly signed power of attorney justifying the Customer’s right to designate Reach Administrator(s), Users or





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Agents who can act in the name and for the account of these companies.

3.3 Designation of User(s) and assigning of the Means of Access and Signature

The Customer designates a Reach Administrator in the Application Contract in accordance with the Business Dashboard Agreement –

General Provisions and the Security Terms & Conditions.

The Customer acknowledges and accepts that each Reach Administrator designated in the KBC Reach Application Contract, acts as

Administrator of KBC Reach and is authorised by the Customer to:

i. duly identify the Users

ii. add or delete a User or Users from the list of users;

iii. determine which User is given access to which KBC Reach Functionalities;

iv. assign, request and/or amend the Means of Access and Signature for Users and User departments.

The granting of these specific authorizations takes place within the KBC Reach Application Contract or the KBC Reach digital application

itself.

KBC Reach permits the Reach Administrator, duly identified by the Bank, to create an equivalent Reach Administrator. This last Reach

Administrator will be identified by the first Reach Administrator, in accordance with the Security Terms & Conditions (including the certificate

policy (CP) and the certificate practice statement (CPS) if any). If the Reach Administrator, duly identified by the Bank, is withdrawn (fired,

voluntarily dismissed, etc.), a second Reach Administrator must be identified physically by the Bank (this can be the aforementioned

equivalent Reach Administrator).

The Customer acknowledges and accepts that each Reach Administrator designated in the KBC Reach Application Contract has access

to the Dashboard and may act as Administrator of the entire Dashboard. The Reach Administrator is also authorized to perform the tasks

and (legal) acts and assume the role assigned to him in Section 5 of the Application Form.

3.4 Responsibility of the Customer

The Customer is solely and entirely responsible for the designation and the identification of

(i) the subsidiaries, affiliates and third party companies, that mandate the Customer to use, administer, or operate their

accounts via KBC Reach in accordance with article 3.1 and 3.2 of these KBC Reach Special Provisions, and

(ii) the Reach Administrators, Users and Agents, as set out in article 3.3 and 4 of these KBC Reach Special Provisions.

The Customer acknowledges that the Reach Administrators, Users and Agents shall act on behalf of the Customer, or the

companies mentioned under (i).

The Customer or the Reach Administrator may appoint and authorize a Customer department to act as a User in the KBC Reach

Administration module, the KBC Reach Application Contract integrated in the eBankingForBusiness Application Contract,. However, the

Customer or the Reach Administrator shall not authorize a Customer department to act as an Agent or Reach Administrator. The Customer and

the Reach Administrator acknowledge and agree that a Customer department in its capacity of User

i. may be authorized to access KBC Reach and the KBC Reach Functionalities to do preliminary work subject to the

restrictions and transaction limits set out in the KBC Reach Functionalities description, the KBC Reach Administration

module, the KBC Reach Application Contract, and the Amendment Form, if any, but

ii. shall not be authorized to validate and sign individual Payment Transactions, neither files with Payment Transactions, nor any

other Orders or messages in KBC Reach

Therefore, the Customer and the Reach Administrator refrain from granting any signing authority to a Customer department acting as a User.

The Customer shall take the risk and bear all the consequences and losses due to (i) a User’s or Reach Administrator’s misuse or

excess of authority and (ii) a User’s or Reach Administrator’s non-respect of any restrictions and transaction limits.

Article 4 POWER OF ATTORNEY OF THE USERS

4.1 The signing profiles and authorizations of the Reach Administrators are specified in the KBC Reach Application Contract.

4.2 The Reach Administrators will enter the signing profile and authorizations of the Users/Agents in the KBC Reach application. A User can act as an Agent if he’s mandated to sign Orders and granted signing authority by the Reach Administrator.

The Customer shall monitor the Users authorizations.. The Bank does not bear any responsibility in this respect.





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Article 5 PERFORMANCE OF THE FUNCTIONALITIES

5.1 Accounts.

The Customer acknowledges that all its (existing and future) current accounts that are held in the Bank will automatically be added to the

KBC Reach application.

5.2 Output and results.

Without prejudice to article 8 of the KBC Reach Special Provisions, the Bank shall make its best efforts to assure that the end-of day and

intra-day account statements delivered in KBC Reach are correct. The Bank cannot be held liable for defaults or alterations caused by

reasons beyond the Banks control.

Without prejudice to article 8 of the KBC Reach Special Provisions, the Bank makes no representation or warranty, and expressly disclaims

any liability with respect to the content, the accuracy, authenticity, completeness, or fitness for a particular purpose of the Customer of any

other output, reports (including reports generated in KBC Reach) and results of the KBC Reach Services. The Customer understands that

he is responsible for the use of these output, reports (including reports generated in KBC Reach) and the results. The Customer agrees

to use these reports and results only after verification of the relevance and correctness thereof.

5.3 Refusal to execute a Payment Transaction.

Where the Bank refuses to execute a Payment Transaction, from or to a Payment Account held with the Bank, the refusal and if possible,

the reasons for it and the procedure for correcting any factual mistakes that led to the refusal shall be notified to the Customer by a

message in the Communications Centre, by phone, email, fax or any other appropriate means.

5.4 Irrevocability of Payment Transactions.

The Customer may revoke a Payment Transaction through KBC Reach as long as the transaction is not signed and ‘sent to the Bank’.

Thereafter the Customer has to contact its Bank branch.

If the Customer wants to revoke a Payment Transaction from or to a Payment Account held with the Bank it must be done as follows:

(i) A Payment Transaction, with exception of a direct debit, cannot be revoked once it has been received by the Bank. The Payment

Transaction is deemed to be received by the Bank once it is transmitted and signed by a Reach Administrator or Agent with

its Means of Access and Signature.

(ii) A direct debit can be revoked at the latest by the end of the business day preceding the day agreed for the debiting of the funds.

(iii) In case of a Payment Transaction with a specific day for execution the Customer may revoke it at the latest by the end of the

business day preceding the day agreed for debiting the funds.

(iv) In case of a Payment Transaction that can be revoked in accordance with applicable PRC laws, regulations and rules, the

Customer may revoke it in accordance therewith.

5.5 The right to block the use of KBC Reach.

The Bank has the right to block KBC Reach, or to block the Customers or Users access to one or more KBC Reach Functionalities, at any

time, for objectively justified reasons related to the security of KBC Reach including but not limited to (suspected) non-compliance with the

Security Terms & Conditions or any suspicion of a unauthorised or fraudulent use of the Means of Access and Signature . In such cases

the Bank shall inform the Customer of the blocking and its reasons prior to the blocking or restriction of access, or immediately thereafter

unless giving such information would compromise objectively justified security reasons or is prohibited by other relevant legislation. The

notification is done in the manner as specified in the Articles 13.5 and 13.6 of the Business Dashboard Agreement – General provisions.

The Bank shall unblock KBC Reach once the reasons for blocking no longer exist.

5.6 Spending limits.

The Customer shall configure the corresponding spending limit s [per account, per type of transaction, per User, or a combined formula

and the daily aggregated upper limit in amount and on number of transaction and the annual aggregated upper limit] through KBC Reach

for Payment Transactions executed through KBC Reach. In the case that the spending limit is exceed for whatever reason, such Payment

Transactions shall be applied over the counter of the Bank.

5.7 The signing of Orders.

An Agent shall sign all Orders with its Means of Access and Signature, in accordance with article 13.1 of the Business Dashboard

Agreement – General Provisions and the Security Terms & Conditions.

5.8 Obligation of the Customer and the Users while accessing KBC Reach and signing Orders with their Means of Access and Signature:

1) The User(s) shall take all reasonable steps to keep their Means of Access and Signature safe with respect of the Security Terms

& Conditions;

2) The Customer and/or the User shall notify the Bank, without undue delay of the loss, theft or any misuse of KBC Reach or their

Means of Access and Signature, in accordance with the Security Terms & Conditions (including the certificate policy (CP) and

the certificate practice statement (CPS) if any);





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3) The Customer and/or the Reach Administrator and/or the User(s) shall notify the Bank, without undue delay on becoming

aware of any unauthorized or incorrectly executed Payment Transactions giving rise to a claim, and this no later than 3 months

after the debit date.

5.9 Beside the obligations of the Bank as set out in the Security Terms & Conditions the Bank :

a) shall bear the risk of sending the Means of Access and Signature to the Customer, or the Reach Administrator, User(s) andAgent(s);

b) shall ensure that appropriate means are available at all times to enable the Customer or its Users to make the notifications or

requests pursuant to article 5.8, and shall provide the Customer with the means to prove, for 18 months after notification, that

he made such notification;

c) shall prevent the use of KBC Reach and /or the Means of Access and Signature once a notification pursuant to article 5.8 has

been made.

5.10 Except if expressly stated otherwise in the KBC Reach Special Provisions, the Customer is liable for any claim resulting from the use

of KBC Reach and the Means of Access and Signature. The Customer shall bear all the damage, the loss resulting from the misuse

of KBC Reach and/or the loss, theft or misuse of the Means of Access and Signature until the notification in accordance with article

5.8. Without prejudice to the limitations of liability as set out in the Business Dashboard Agreement – General Provisions, the Security

Terms & Conditions, and article 8 of the KBC Reach Special Provisions the Customer will not be liable after the notification as set out

above, unless the Customer or its Users have acted fraudulently, with willful misconduct or gross negligence.

Article 6 CONFIDENTIALITY

6.1 Obligation of Confidentiality

Each party shall make all reasonable efforts for the period during which the KBC Reach Application Contract is in effect and for five (5)

years after its termination:

(i) to use a level of care, not less rigorous than that taken to protect its own Confidential Information of a similar nature, to

keep confidential, and to prevent any unauthorized disclosure of, any Confidential Information of the other party;

(ii) to use such Confidential Information only in connection with the KBC Reach Application Contract;

(iii) not to make any commercial use of such Confidential Information for the benefit of itself or any third party beyond the

scope of this agreement, and;

(iv) except where required by law or order of any governmental or regulatory authority, not to make any such Confidential

Information, or parts thereof, available to any third party.

6.2 The receiving party is entitled to disclose such Confidential Information to its representatives and employees, Reach

Administrators, Users, Agents and to the subsidiaries, other affiliates or third companies (in the event this party is duly mandated to use,

administer or operate the accounts of these subsidiaries, other affiliated or third party companies) who/which are required to know such

information in respect of the performance of their obligations under the KBC Reach Application Contract. The receiving party will be

responsible for, and bear any risks arising from, the non-compliance with the provisions of this article by its representatives, employees,

Reach Administrators, Users, Agents and the companies to whom/which Confidential Information has been disclosed.

6.3 Authorized Disclosure

The confidentiality requirement does not apply to:

(i) information which is or will become public knowledge;

(ii) information obtained legitimately from a third party;

(iii) information generated or found completely independently of the other party;

(iv) information required to be disclosed pursuant to the applicable law or regulations.

6.4 Enforcement

If the receiving party, its representatives or employees, Reach Administrators, Users, Agents and subsidiaries, other affiliates or third party

companies (in the event this party is duly mandated to use, administer or operate the accounts of these subsidiaries, other affiliated or

third party companies) fail to observe this provision, the other party, its providers, or

sub-contractors will suffer immediate injury and will therefore be entitled to seek injunctive relief to prevent, curtail or limit such breach or

threatened breach. The foregoing shall be in addition and without prejudice to such other rights as the other party may have, such as the

right to claim compensation or damages.

6.5 Return or destruction

Upon expiry or termination of the Agreement or the KBC Reach Application Contract, the receiving party shall, upon request of the other

party:

(i) forthwith return to the other party all tangible forms of such Confidential Information which the receiving party has thereto

acquired from the other party;

(ii) use all reasonable efforts to destroy all copies of all materials that incorporate or reflect such Confidential Information, and





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(iii) certify to the other party that such materials have been either returned or destroyed.

Article 7 REPRESENTATIONS

7.1 The Customer continually represents and warrants that:

(i) it is a duly organized entity and validly exists under the laws of the jurisdiction of its organization or incorporation and, if

relevant under such laws, is in good standing;

(ii) it has the power to enter into this agreement and to perform all of its obligations hereunder and has taken all the

necessary measures to authorize such entry into and performance under this agreement;

(iii) its obligations under the Agreement and the KBC Reach Application Contract in particular constitute legal, valid and binding

obligations enforceable in accordance with their respective terms. In particular, neither the Bank’s rights under the

Agreement and the KBC Reach Application Contract in particular nor the validity, irrevocability or enforceability of the Orders

submitted via KBC Reach, will be affected by the Bankruptcy, winding-up, liquidation or any other insolvency proceedings

being applicable or being commenced against the Customer or its subsidiaries, nor would such proceedings impose certain

conditions on the settlement of such Orders;

(iv) all information, data, documents and other records, and more specifically, but not limited to, the identity cards, passports

or equivalent official documents, the articles of association and other statutory documents, as well as the powers of

attorney, delivered or otherwise made available to the Bank in connection with this agreement, are and shall be true,

complete, and accurate at the time provided.

7.2 The Customer undertakes to ensure:

- that it has the necessary competence for the implementation and use of KBC Reach;

- that it has the corporate infrastructure and that its employees have all the skills and competence necessary to use KBC

Reach appropriately.

Article 8 DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

8.1 Disclaimer of warranty

(i) Unless expressly provided otherwise in these KBC Reach Special Provisions, the Bank hereby disclaims to the maximum

extent allowed under applicable law, all representations and warranties of any type, whether express, implied or statutory,

including the implied warranties or covenants as to merchantability, any warranty of fitness for a particular purpose, or

quality of the services.

(ii) Except as expressly provided otherwise in these KBC Reach Special Provisions, the Bank does not warrant that KBC Reach

or the KBC Reach Functionalities will meet the specific expectations objectives or requirements of the Customer or its Reach

Administrators, Users or Agents.

(iii) Except as expressly provided otherwise in this agreement, the Bank does not warrant:

- the accuracy, authenticity, completeness, or fitness for a particular purpose of any unverified information contained in

the certificates, if any;

- the accuracy, authenticity, completeness, or fitness for a particular purpose of the KBC Reach Functionality

‘information reporting’;

- the accuracy and completeness of the data transmitted via KBC Reach.

Generally available information regarding Banking products and services is to be regarded as non-binding. This information that is

transmitted via KBC Reach does not constitute a binding offer except where it is expressly designated as such.

8.2 Liability – General

Except where expressly stipulated otherwise in the KBC Reach Special Provisions, the liability provisions, including the limitations of

liability as set out in article 6 of the Business Dashboard Agreement – General Provisions shall apply.

8.3 Limitation as to type

Without prejudice to article 5.10, each party cannot be held liable towards the other party for indirect or consequential loss and/or damage,

including but not limited to loss of profit, loss of goodwill, loss of sales or contracts, loss of business opportunities, reduction of envisaged

savings, reputational damage, loss of or damage to clientele, loss of or damage to data.

8.4 Other limitations

No recourse to the Bank is available and the Bank cannot be held liable for:

- any direct or indirect loss or damages associated with the designation and identification of the subsidiaries, other affiliates

or third party companies (in the event the Customer is duly mandated to use, administer or operate the accounts of these

subsidiaries, other affiliated or third party companies) Reach Administrators, Users and/or Agents of the Customer as

provided in article 3;

- any problems that may arise in the relationship between the Customer, its subsidiaries, other affiliates or third party

companies (in the event the Customer is duly mandated to use, administer or operate the accounts of these subsidiaries,





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other affiliated or third party companies) its Reach Administrators and the Users and/or Agents;

- the introduction and follow-up of the powers of attorney, restrictions on the authority/competence, restrictions and

transaction limits in respect of the services;

- any error, inadequacy or omission in the performance of the services, which results from inaccurate or incomplete

information, data, documents or other records provided by Customer, or its Users;

- any loss or damage suffered by claims made against or costs incurred by the Customer, its subsidiaries, other affiliates or

third party companies (in the event the Customer is duly mandated to use, administer or operate the accounts of these

subsidiaries, other affiliates or third party companies) the Users or Agents and/or relying parties to the extent that such loss,

damage, claims or costs arise from:

(i) any modifications or changes not notified to the Bank;

(ii) any misuse or abuse by the Customer, the Users and/or the relying parties.

8.5 Liability of the Customer, Reach Administrators, Users, Agents and relying parties

(i) The Customer agrees to indemnify the Bank and holds the Bank, its providers and sub-contractors and the Certification

Authority if any, harmless against any loss, damage, expense, claim proceeding or liability whatsoever, which the Bank may

suffer or incur as a result of, but not limited to, a failure, breach or infringement by the Customer, the Reach Administrators,

Users or Agents, other employees and/or representatives:

(ii) to execute their obligations as described in the Agreement (including the certificate policy (CP) and the certificate practice

statement (CPS) if any);

(iii) to disclose or provide any material fact, information, data, documents or other records as set out in the Agreement;

(iv) to provide accurate, correct and complete information, data, contract details, identification and authenticating documents

and any other records as stipulated in this agreement, and the certificate policy (CP) / certification practice statement (CPS)

if any, or inform the Bank of any changes hereto;

(v) in the use of the KBC Reach Functionalities;

(vi) of the Bank’s Intellectual Property Rights;

(vii) of the confidentiality undertakings;

(viii) to remit to the Bank coherent, correct, and complete Orders.

8.6 The Customer shall indemnify the Bank against all demands and claims made by third parties, including the Customer’s clients,

arising out of the erroneous nature of the information contained in the Orders. The Customer remains the sole contracting party and sole

point of contact for its clients. No recourse to the Bank is available in this regard.

8.7 The Customer is entirely responsible if any representation, warranty or statement which is made or considered made by or on

behalf of the Customer under this agreement is incorrect, and especially if its obligations under this agreement should not constitute legal,

valid and binding obligations under applicable law, decrees and other legislative standards.

Article 9 TERM AND TERMINATION

9.1 The agreement shall remain in effect until terminated by either party, subject to one (1) month prior written notice. Such termination

shall not affect any outstanding fees payable by the Customer.

9.2 The Customer(s) accept(s) that termination of the KBC Reach Application Contract by the Bank may be addressed to the Reach

Administrator acting as Dashboard Administrator.

The whole or partial termination of the KBC Reach Application Contract by one or more Customers may be effected by a Dashboard

Administrator.

9.3 The Bank is entitled to terminate the agreement forthwith, in whole or in part, without prior notice or judicial intervention, when the

Customer fails to renew the User’s digital certificate (if any) as specified in the Security Terms & Conditions(including the relevant certificate

policy (CP) / certification practice statement (CPS) ).

9.4 The Bank or the Customer is entitled to terminate the KBC Reach Application Contract forthwith, in whole or in part, without prior

notice or judicial intervention, if an event of default occurs, i.e:

(i) if the Customer or the Bank is in breach of the terms or provisions of the KBC Reach Appliaction Contract and it fails to remedy- if it can be remedied - this breach in a satisfactory manner within fifteen (15) calendar days of receiving a written notice

describing the breach in reasonable specificity and detail;

(ii) in the event of abuse or fraud is ascertained;

(iii) if the Customer or the Bank:

1) is dissolved (other than pursuant to a consolidation, amalgamation or merger notified to the Bank);

2) becomes insolvent or is unable to pay its debts or fails or admits in writing of its inability generally to pay its debts as

they become due;

3) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or Bankruptcy or any other relief

under any Bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its





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winding- up or liquidation;

5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation,

amalgamation or merger referred to in (1) above);

6) seeks or becomes subject to the appointment of an administrator, supervisor, provisional liquidator, conservator,

receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets;

7) has a secured party take possession of all or substantially all of its assets or has a distress, execution, attachment,

sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets and

such secured party maintains possession, and any such process is not dismissed, discharged, stayed or restrained,

in each case within thirty (30) days thereafter;

8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an

analogous effect to any of the events specified in clauses 1) to 7) (inclusive); or

9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing

acts;

10) becomes subject to any judgment or order which has or might have a material and adverse effect on a substantial part

of all its property or undertakings.

The Bank is entitled to terminate the KBC Reach Application Contract forthwith, in whole or in part, without prior notice or judicial

intervention:

(i) in the event of failure by the Customer to fulfil the identifications procedures;(ii) if any representation, warranty or statement which is made or is deemed made by or on behalf of the Customer under this

agreement is incorrect;

(iii) if the Customer no longer maintains any Banking accounts at the Bank.(iv) If the Customer’s business relationship with the Bank is terminated,

9.5 Upon the occurrence and continuation of any event of default, the Bank, as the non-defaulting party, may declare all amounts

accrued or outstanding under this agreement to be immediately due and payable without presentment, demand, protest, or further notice

of any kind, all of which are expressly waived by the defaulting party.

9.6 Notice of termination will be made in writing in the manner as specified in Article 13.5 of the Business Dashboard Agreement –

General provisions.

9.7 In the event that the KBC Reach Application Contract was signed by more than one Customer, termination by one Customer

will not result in termination of KBC Reach Application Contract for the other Customers (joint contracting parties).

The KBC Reach Application Contract is severable between the Customer(s).

Article 10 DISCLOSURE REQUIREMENTS

If the Customer becomes aware of any event of default set out in article 9.4 (iii)., it will inform the Bank forthwith.

The Customer undertakes to inform the Bank of each request for judicial composition, of each judgment whereby temporary or definitive

suspension of payment is granted, postponed or terminated, and of each declaration of bankruptcy by judgment of the court. Notification

shall take place, as soon as possible and at least within 5 calendar days from the filing, formal notice or judgment; such notification has to

be sent to the address of the Customer’s Bank branch.

Article 11 FEES AND PAYMENT TERMS

11.1 Fees

The Bank will charge the Customer the fees as referred to in Appendix 1. The Bank may increase the fees from time to time. The Customer

shall be informed of the modification at least two (2) months before the entry into force of the modification. If the Customer does not agree

with the proposed fees, it may terminate the KBC Reach Application Contract with immediate effect and at no cost before the date on

which the fee is scheduled to come into effect. Amendments will become binding for the Customer if he fails to terminate the KBC Reach

Application Contract before the date on which the fees are scheduled to come into effect.

11.2 Method of payment

Invoicing takes place on a three-monthly (3–monthly) basis. The amounts invoiced will be directly and automatically debited upon their

date of expiry from the Customer’s billing account as registered by the Customer on the KBC Reach Application Contract.

11.3 Late payments

In the event and regardless of the reason, an invoice is not paid or a standing order is not effected within a period of fifteen.

(15) days from the date specified thereon, the outstanding amounts shall thereafter attract interest at a monthly rate equal to the annual

rate provided by the Belgian law for late payments, divided by twelve (12) plus 1%, until full payment is received by the Bank.

In this regard, each month commenced will be calculated as a whole month.

If the rate of interest exceeds the maximum rate allowed under applicable Belgian law, the outstanding amount shall attract interest at

such maximum allowed rate, provided that, for the purpose of determining whether the rate exceeds the maximum allowed rate, the entire





AA1448 V12-2018 -/- 10/12

period of non-payment from the date of invoice shall be taken into account.

This provision shall be applicable without prior notice by the Bank to the Customer.

11.4 Unless the invoices are protested in writing by the Customer within a period of fifteen (15) calendar days after their invoice

date, they will be deemed to be irrevocably accepted and no recourse to the Bank will be available.

Article 12 NOTICES

Any notice required or permitted to be given to any party pursuant to this agreement will be in writing and in the English language.

Article 13 FACSIMILE INSTRUCTIONS

13.1 The Bank is hereby authorized to act upon the facsimile instructions, if it believes at its own discretion that such facsimile instructions come from the Customer. The facsimile instructions shall be in the printed format (if any) duly prepared by the Bank for specific transactions at the time being. For the avoidance of doubt, the Bank is not obliged to act upon the facsimile instructions and the Bank may require further documents, especially the originals of the documents pursuant to local laws or local regulatory requirements.

13.2 If there is any discrepancy between any facsimile instruction received and acted on by the Bank and any instruction sent though KBC Reach, the facsimile instruction received and acted on by the Bank shall be deemed to be the conclusive evidence of the instruction given by the Customer.

13.2 The Bank shall be under no duty to inquire into the authenticity of any facsimile instruction or the identity or authority of the person giving or purporting to give any facsimile instruction in the name of the Customer. The Bank may act on facsimile instructions upon receipt and whether or not a hard copy of such facsimile instructions is subsequently received by the Bank by post, personal delivery or otherwise. Notwithstanding the foregoing, the Customer shall promptly deliver to the Bank a hard copy of facsimile instruction by post or personal delivery. If there is any discrepancy between any facsimile instruction received and acted on by the Bank and any hard copy or written confirmation of the same, the facsimile instruction received and acted on by the Bank shall be deemed to be the conclusive evidence of the facsimile instruction given by the Customer.

13.3 The Bank may treat all facsimile instructions given as fully authorized and binding on the Customer regardless of such facsimile instructions consent or acknowledged by the Customer, and notwithstanding the circumstances prevailing at the time of the facsimile instructions being given or the nature or amount of the transaction and notwithstanding any error, misunderstanding, lack of clarity, fraud, forgery or lack of authority in relation to the facsimile instructions, and the Bank may act upon facsimile instructions received.

13.4 The Bank reserves the right not to accept or act upon any facsimile instruction received, if it believes at its own discretion that such facsimile instruction does not come from the Customer or is illegible, fraud, faked or unauthorized. The Bank shall not be liable to the Customer for any losses incurred by the Customer in connection with the acts or omissions (as the case may be) of the Bank upon any facsimile instruction in any way.

13.5 The Customer shall fully indemnify the Bank and its officers, employees, agents and correspondents against all claims, demands, actions, proceedings, damages, losses, costs and expenses incurred arising out of or in connection with (i) accepting and acting upon any facsimile instruction or (ii) not accepting and acting upon any facsimile instruction by the Bank, and shall fully hold the Bank and its officers, employees, agents and correspondents harmless to all claims, demands, actions, proceedings, damages, losses, costs and expenses incurred arising out of or in connection with (i) accepting and acting upon any facsimile instruction or (ii) not accepting and acting upon any facsimile instruction by the Bank.

13.6 The Customer authorizes the Bank to credit any and all amounts payable to the Bank under 13.5 above as the Customer’s liabilities in any accounts of the Customer.

13.7 The Bank reserves the right to require that any facsimile instruction should contain such identifying code or test as it may from time to time specify and the Customer shall be responsible for any improper use of such code or test.

13.8 Proof of dispatch or giving of facsimile instruction shall not constitute proof of receipt of such facsimile instruction by the Bank.

13.9 For the avoidance of doubt, facsimile instructions shall include instructions for a transaction and materials supporting an instruction.

13.10 The Customer acknowledges that the signature arrangement for facsimile instructions shall follow the authorised signatory requirement set out in any empowerment letter or other documents of the same nature (no matter whatsoever the heading is).

Article 14 GENERAL

14.1 Waiver

Except where a specific period for action or inaction is provided for in this agreement, no delay on the part of any party to exercise any

right, power or privilege under this agreement will operate as a waiver thereof.

Neither any waiver by any party of any right, power or privilege nor any single or partial exercise of such right, power or privilege will

preclude any further exercise by such party of that or any other right, power or privilege.

14.2 Severability

If one or more provisions of this agreement are determined to be invalid, illegal or unenforceable in any respect, the validity, legality and

enforceability of the remaining provisions of this agreement will not in any way be affected or impaired thereby.

If one or more provisions of this agreement are determined to be invalid, illegal or unenforceable in any respect, the parties will endeavour

in good faith promptly to adopt a new provision to replace any invalid, illegal or unenforceable provisions with valid provisions having, to





AA1448 V12-2018 -/- 11/12

the extent legally possible, the same economic and legal effect as the invalid, illegal or unenforceable provisions.

14.3 Headings

The headings of the sections and sub-sections and the table of contents are provided for convenience only and shall not enter into the

interpretation of this agreement.





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Appendix 1 – Fees 1

KBC Reach pricing in euro once (at set up) & monthly fees

SET UP once & only

Set up fees

Recurrent

Subscription

Activity based (per RFT)

RFT (2)

1 RFT = Request for transfer, charged for transactions from debit account holding banks outside KBC Group.

Reference Prices

Free

Free

Free

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