RMG THE RISK MANAGEMENT GROUP (SUISSE) SA

1. General framework

1.1. The present General Terms and Conditions (GTC) apply to all mandates signed by Clients in order to benefit from advice, assistance and optimization of their assets.

1.2 In case of contradiction between a mandate (as defined in article 2.1) and the GC, the terms of the mandate shall prevail.

2. Remuneration

2.1. The client and RMG shall sign a mandate specifying RMG’s remuneration, the amount and terms of payment for the services provided by RMG and any related fees and taxes (a “Mandate”).

2.2. The Client agrees to cover all costs, expenses (including reasonable legal fees) of RMG if RMG is compelled by law or by any judicial/governmental authority to produce written and/or oral information in connection with the activity performed for the Client. This section does not apply where RMG is a party to the proceedings.

3. Independence and Non-Representation

Subject to a written agreement to the contrary signed by the parties, nothing in the Terms of Reference or the GTC is of such a nature as to constitute a partnership relationship between the parties, or to confer on one party the power to represent the other party.

4. Personal execution

RMG shall perform its obligations personally. The use of third parties requires the prior written consent of the Client.

5. Non-exclusivity

The Client does not have any exclusivity on the services provided by RMG. Therefore, the Client acknowledges and agrees that RMG may continue to provide its services to any other companies or entities.

6.  Client’s obligations

6.1 It is the client’s responsibility to provide RMG with all reliable and appropriate financial, investment and other personal data and information about the Client and to keep RMG immediately informed of any changes in such data and information insofar as such information is likely to have an impact on the analysis of the Client’s financial situation and on the determination of the Client’s personal profile (the “Material Information”).

6.2. The Client shall provide RMG, upon request, with a list of all signatories authorized to act on Client’s behalf and/or for Client’s account and such documentation as may be reasonably required to ensure that all persons acting on Client’s behalf are duly authorized to represent Client.

6.3. The Client further agrees not to allow any third party to access the Computer Model using the Client’s personal username and password.

7. Guarantees given by the Client

7.1. The Client warrants that, to the best of its knowledge, all information (the “Information”), and in particular important Information, provided to RMG is complete and accurate. The Client further warrants that it does not infringe the intellectual property rights of any third party. The Client understands and agrees that RMG is under no obligation to verify the validity of the Information submitted to RMG and shall have no liability in this respect.

7.2. The Client acknowledges that he has received all information in connection with the services offered by RMG, understands such information and understands and accepts the risks associated with the services and operations offered to him.

7.3. Therefore, the Client acknowledges that he/she alone shall bear all risks, in particular financial risks, in connection with the transactions, to the exclusion of RMG.

7.4. Finally, the Client acknowledges and guarantees that :

– the persons signing documents (including the Mandate) in his name and/or on his behalf are duly authorized to represent him; and

– he has a legal status allowing him to access the services offered by RMG without violating any law, order or regulation.

8. RMG’s obligations

RMG shall act with all due diligence for the proper execution of the Mandate and shall ensure the confidentiality of information and documents received by the Client.

9. Information about the Client

The Client understands and agrees that in order to carry out its Mandate and to provide the best service, RMG may collect information about the Client. Consequently, the Client undertakes to provide RMG, upon request, with any information that RMG may require, according to the laws, orders and regulations in force, such as, for example, all elements enabling RMG to identify the Client and/or its economic beneficiary(ies).

10. Client’s Decisions

The Client is free to follow or not to follow the advice(s) provided by RMG in the context of the services provided. In particular, the Client is free to contact or not the Financial Institutions presented to him by RMG and to decide whether or not to carry out one or more transactions with them. The Client understands and accepts that for all these choices, he will be considered to have made his own decision, in full independence.

11. Confidential Information

11.1. Each Party agrees to: (i) to keep confidential all information, documented or not, communicated by the other party or which comes to its knowledge, for whatever reason, in connection with and/or in the context of the execution of the Mandate (the “Confidential Information”); (ii) not to use the Confidential Information for any purpose other than that agreed beforehand and in writing between the Parties; (iii) not to divulge the Confidential Information to third parties, unless this should prove necessary in view of the rights and obligations of this party under the Mandate. In this case, the attention of the third party will be drawn to the confidentiality of the information made available to it and it will be obliged to respect the content of this Article 11.1.

11.2. The parties undertake to have this obligation of confidentiality respected by their employees.

11.3. The parties are aware that Confidential Information will be disclosed when either party is compelled to do so by law, by any judicial and/or governmental authority.

11.4. This provision will remain valid after the termination of the Mandate.

12. Intellectual Property Rights

12.1. Each of the Parties shall retain exclusive rights to any intellectual property and/or other know-how which it possessed at the time of the entry into force of the Mandate or which it acquired outside the scope of the Mandate. In particular, the Computer Model and the related software shall remain the exclusive property of RMG.

12.2. In addition, RMG is the sole owner of all intellectual property rights deriving and/or resulting from the execution of the Mandate.

12.3. The Client expressly acknowledges and guarantees that it shall not transfer, assign or authorise the transfer, assignment and/or use to a third party of any intellectual property rights deriving from and/or resulting from the execution of the Mandate and/or all or part of the Computerised Model.

13. Responsibility

13.1. RMG does not guarantee any specific result and/or profit for the Client. Except in the case of wilful misconduct or gross negligence, RMG shall not be liable to the Client for any damage resulting from its activity, in particular any loss of income, loss of expected profits, loss of contracts, loss of business reputation, loss of anticipated savings or for any other indirect loss or damage of any kind or for any cause whatsoever suffered by the latter and in connection with the services provided in accordance with the Terms of Reference.

13.2 RMG shall in particular not be liable to the Client in the following situations:

13.2.1. RMG does not guarantee any specific result and/or profit for the Client. Except in the case of wilful misconduct or gross negligence, RMG shall not be liable to Client for any damage resulting from its activity under this mandate.

13.2.2. Furthermore, RMG shall not be liable for any consequences arising from the inability to obtain financing.

13.2.3. The Client acknowledges that it alone shall bear, to the exclusion of RMG, all risks, in particular financial risks, in connection with the conclusion of one or more Financing Agreements.

13.2.4. 13.2.4. In the event of errors, inaccuracies of analysis and any damage that may result from the inaccurate or incomplete communication of information provided by the Client.

13.2.5. For any damage suffered by the Client as a result of an act or omission of the financial institution chosen by the Client and/or any other third party with whom the Client has been put in contact by an intermediary and/or through RMG.

14. For et droit applicable

The Mandate, the GTC and the terms and conditions of Financial@nalyst Real Estate are subject exclusively to Swiss law.

Any dispute between the parties will be subject to the exclusive jurisdiction of the courts of the Canton and Republic of Geneva, the right of appeal to the Federal Court being reserved.