General Terms & Conditions

Company Identification

Equilibrium Strategic Advisory, a sole proprietorship (eenmanszaak) registered in the Netherlands.
KvK Number: 42001658
VAT Number: NL005428511B46

These General Terms & Conditions ("Terms") apply to all services provided by Equilibrium Strategic Advisory ("ESA", "we", "us", or "the Advisor"), unless expressly agreed otherwise in writing.

These Terms apply in addition to any engagement letter, proposal, statement of work, annex, or other written agreement between ESA and the client ("Client"). In the event of any inconsistency between these Terms and a written engagement-specific agreement, the engagement-specific written agreement shall prevail.

1. Nature of Services

ESA provides independent strategic advisory services for investors and other investment actors assessing investment decisions, market entry, investment exposure, and strategic risk in Europe and Ukraine.

ESA's services are advisory in nature. They are intended to support the Client's own assessment and decision-making by providing structured analysis, judgment-based interpretation, and strategic input regarding relevant geopolitical, political, regulatory, security, stakeholder, and operating-context factors.

Unless expressly agreed otherwise in writing, ESA does not provide:

• legal advice;
• regulated investment advice or investment management services;
• financial, tax, or accounting advice;
• valuation, financial modelling, or financial due diligence;
• regulatory compliance advice;
• operational, implementation, or execution services;
• decision-making on behalf of the Client.

Any references to investment, risk, exposure, or decision-making are intended only in a strategic advisory sense and do not constitute regulated financial services unless expressly agreed and lawfully permitted.

2. Client Responsibility

The Client remains fully responsible for:

• assessing ESA's advice and deliverables;
• making its own decisions;
• obtaining any legal, regulatory, tax, financial, accounting, technical, or other specialist advice it considers necessary;
• implementing any course of action;
• all consequences arising from its decisions, omissions, actions, or implementation.

ESA does not make decisions on behalf of the Client and does not guarantee any particular commercial, strategic, financial, legal, regulatory, or operational outcome.

3. Scope of Engagement

The scope of services, deliverables, fees, timing, and any project-specific assumptions or limitations shall be set out in an engagement letter, annex, proposal, or other written agreement.

Any material change, expansion, or continuation of scope requires prior written agreement.

4. Delivery of Services

Services and deliverables may be provided electronically, including by email, video call, online presentation, or other digital means.

Unless otherwise agreed in writing, delivery is deemed completed when ESA sends the agreed deliverable or otherwise communicates the agreed advisory output to the Client.

Unless the Client raises specific written objections within five business days after delivery, the relevant deliverable or output shall be deemed accepted.

5. Fees and Payment

Fees shall be set out in the applicable written agreement.

Unless otherwise agreed in writing:

• invoices are payable within 14 days of the invoice date;
• all amounts are stated exclusive of VAT, if applicable;
• payments shall be made without deduction, withholding, counterclaim, or set-off.

In the event of late payment, ESA may charge statutory interest and reasonable collection costs in accordance with Dutch law.

ESA may suspend performance of services while any undisputed overdue amount remains unpaid.

6. Confidentiality

Each party shall treat as confidential all non-public information received from the other party in connection with an engagement and shall use such information solely for the purposes of that engagement.

A party may disclose confidential information only where such disclosure is:

• required by law, regulation, court order, or competent authority;
• reasonably necessary for the performance of the services, including to carefully selected service providers or advisers under appropriate confidentiality obligations; or
• expressly approved in writing by the other party.

This clause survives termination or completion of the engagement.

7. Intellectual Property and Use of Deliverables

All intellectual property rights in ESA's methodologies, frameworks, models, templates, working methods, analyses, know-how, and pre-existing materials remain vested in ESA.

Upon full payment of the relevant fees, the Client receives a non-exclusive, non-transferable, non-sublicensable right to use the specific deliverables provided by ESA solely for the Client's own internal business purposes.

Unless otherwise agreed in writing, the Client may not distribute, publish, reproduce, disclose, resell, or permit reliance on ESA's deliverables by any third party.

Nothing in these Terms restricts ESA from using retained general know-how, experience, methods, or non-client-specific learning developed in the course of performing services, provided ESA does not disclose the Client's confidential information or reproduce the Client's specific deliverables.

8. Third-Party Reliance

ESA's services and deliverables are prepared solely for the Client and for the purpose described in the relevant engagement.

No third party may rely on any advice, deliverable, communication, or output issued by ESA unless ESA has expressly agreed otherwise in writing.

9. Website Content and Public Materials

Any information published by ESA on its website, in general marketing materials, or in public-facing communications is for general informational purposes only.

Such materials do not constitute advice to any person and should not be relied upon as a substitute for engagement-specific advisory services or specialist professional advice.

10. External Specialists and Third Parties

ESA may engage external specialists, subcontractors, or associate advisers where reasonably necessary for the performance of the services.

ESA will exercise reasonable care in selecting such parties, but is not responsible for services, advice, or opinions supplied directly by third parties outside ESA's control.

11. Limitation of Liability

To the maximum extent permitted by law, ESA's total aggregate liability arising out of or in connection with any engagement shall be limited to the fees actually paid by the Client for the specific services giving rise to the claim.

ESA shall not be liable for:

• indirect or consequential loss;
• loss of profit;
• loss of opportunity;
• loss of business;
• loss of anticipated savings;
• loss of data;
• reputational harm.

12. Force Majeure

ESA shall not be liable for any delay, interruption, or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, cyber incidents, illness, communication failures, interruption of utilities, government action, or other events of force majeure.

In such circumstances, ESA may suspend performance for the duration of the relevant event.

13. Termination

Either party may terminate an engagement in accordance with the applicable written agreement.

If no written agreement provides otherwise, either party may terminate the engagement by written notice.

Termination does not affect:

• fees accrued for work performed up to the termination date;
• payment obligations already due;
• confidentiality obligations;
• intellectual property rights;
• limitations of liability;
• any provision intended by its nature to survive termination.

14. Governing Law and Disputes

These Terms and any engagement between ESA and the Client shall be governed by and construed in accordance with the laws of the Netherlands.

Any dispute arising out of or in connection with these Terms or the services shall be submitted to the competent court in the Netherlands, unless mandatory law requires otherwise.

15. Severability

If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.