General Conditions of Rendering Advisory Services

Appendix No. 1 – General Terms and Conditions for the Provision of Advisory Services dated 2 January 2026

Set out below are the terms and conditions for the provision of advisory services by JS Doradcy Sp. z o.o., spółka doradztwa podatkowego (“JSD”).

This document uses the following definitions. The term “Client” means the client signing this agreement, as well as the employees and representatives of the Client who are recipients of the services provided by JSD. In addition, the term “Client” also means any entities affiliated with the Client and any other entity which, pursuant to an agreement between JSD and the Client, is to be treated in the above manner.

The term “Agreement” means this agreement, of which these General Terms and Conditions for the Provision of Advisory Services (“GTCA”) form an integral part.

  1. [Introductory provisions] 
  1. This Agreement supersedes all previous oral and written arrangements relating to the subject matter of the Agreement, previously made between the Parties to the Agreement.
  2. If the Client uses the services provided by JSD under this Agreement, the Client shall be deemed to have tacitly accepted the GTCA, unless, within 14 days from the date of conclusion of this Agreement, the Client submits to JSD a written statement that it does not accept these GTCA.
  3. The provisions of this Agreement shall apply to all activities of JSD related to the subject matter of this Agreement which were performed before this Agreement was signed by the Client, provided that such activities are not covered by the provisions of other agreements.
  4. JSD shall not be liable for any factual or legal decisions taken by the Client as a result of the performance of services by JSD.
  1. [Copyright] JSD is the owner of copyright and all other intellectual property rights related to the performance of the subject matter of the Agreement.
  2. [Legislation and case law forming the basis of advisory services] When preparing opinions, review reports, analyses, documentation and any other documents in the course of providing advisory services, JSD takes into account the relevant provisions of tax laws applicable as at the date of preparation of such documents, the provisions of international tax treaties, as well as court judgments and interpretations issued by administrative authorities, provided that they have been publicly announced by the date of issuance of the opinion. Such provisions may change after the date on which JSD’s opinion is presented, which may affect the conclusions contained therein. JSD is not obliged to update an opinion in order to adapt it to a changed legal status. Any request by the Client to update an opinion shall be treated as a separate agreement for which remuneration shall be due.
  3. [Information forming the basis of advisory services] When providing services, JSD relies on information received each time from the Client. Such information is not subject to verification by JSD. JSD shall not be liable for incorrect or inaccurate information provided by the Client which affected the conclusions indicated in opinions or other documents.
  4. [Legal advisory services] The Client acknowledges that the services provided by JSD under this Agreement do not constitute legal advisory services. The Client should consult its legal adviser in order to obtain advice concerning the legal aspects of matters covered by this Agreement and in order to prepare drafts of the necessary documents; the Client shall be responsible for arranging and remunerating such service.
  5. [Reliability of disclosed information] The Client undertakes to cooperate with JSD in order to ensure proper performance of this Agreement, in particular by providing all information and materials and by providing oral information required for the performance of the subject matter of the Agreement. The Client shall be responsible for the reliability, accuracy and completeness of the data and information made available to JSD and necessary for the performance of this Agreement.

The Client is aware that the quality of services provided by JSD is closely related to the reliability and quality of the data and information provided by the Client. Therefore, the Client shall provide all information and ensure all assistance and access to all documentation in its possession. The Client shall exercise due care in order to provide JSD with the above-mentioned information or documents if they are not in its possession. In addition, JSD shall have the right to conduct interviews with the Client’s employees, provided that this is necessary for the proper performance of this Agreement.

The Client shall notify JSD of any information in its possession which has not been provided to or requested by JSD and which may be related to the services provided under this Agreement.

  1. [Use of advice by the Client] All conclusions, advice, information or recommendations are prepared in connection with a specific Agreement, in a specific factual situation and for an individually identified recipient. Consequently, the Client is the only entity entitled to use them. If the Client makes any conclusion, advice, information or recommendation available to other entities, JSD shall not be liable for such other entities acting in reliance thereon.

If any other entity raises claims as a consequence of the Client’s breach of the provisions of this section, the Client undertakes to compensate JSD for any damage resulting therefrom.

  1. [Confidentiality clause] JSD undertakes to keep confidential all information obtained in the course of performing this Agreement. The above restriction shall not apply to confidential information which is:
  1. information created by JSD in the course of providing services under this Agreement;
  2. information whose disclosure by JSD is necessary due to applicable laws or standards related to the performance of the profession;
  3. publicly known information;
  4. information known to JSD without breach of this confidentiality clause.

JSD shall be entitled to retain copies of confidential information received from the Client for archiving purposes in accordance with the professional standards applicable at JSD.

The Client consents to JSD disclosing information obtained during the provision of services to other entities operating under the JSD business name.

  1. [Remuneration] JSD shall be entitled to remuneration for the performance of this Agreement. The amount of remuneration shall be determined each time either as a lump sum fee or on the basis of the number of hours spent on the performance of the Agreement by JSD employees and the relevant hourly rate. JSD shall each time be obliged to inform the Client of the amount of the hourly rate used to calculate the remuneration due to JSD.

If the Parties do not agree on a lump sum fee or another form of remuneration, and also in the event of termination of or withdrawal from the Agreement, hourly remuneration shall apply. In certain circumstances, the Parties may agree on remuneration due to JSD for the performance of the Agreement taking into account criteria other than those considered in the case of lump sum or hourly remuneration. Such criteria may include, in particular: the deadline for performance of the service, experience in providing services of a given type, or unique knowledge necessary for the performance of the Agreement developed by the Contractor.

If JSD provides services for a period exceeding monthly periods and the Parties do not agree on the method of issuing VAT invoices, JSD shall be entitled to issue invoices for work performed in individual months.

Payment of remuneration should be made within 14 days from the date on which the Client receives a correctly issued VAT invoice, whereby the date of receipt of such invoice shall be deemed to be the date of receipt of the original invoice by registered mail or courier.

If the Parties so agree, JSD may collect an advance payment towards the remuneration.

  1. [Reimbursement of fees and expenses] All fees and expenses, in particular accommodation and travel costs, necessary for the proper performance of this Agreement shall be incurred by JSD and subsequently reimbursed by the Client, unless the Parties agree otherwise.
  2. [Value added tax] JSD’s service is subject to value added tax (“VAT”). Accordingly, JSD’s remuneration shall be increased by VAT at the applicable rate in force on the date of issuance of the invoice.
  3. [Authorisation to issue invoices without signature] The Client authorises JSD to issue VAT invoices resulting from this Agreement without the Client’s signature.
  4. [Termination of the Agreement] The Client shall have the right to terminate the Agreement in writing with a three-month notice period, by submitting a written statement to JSD.

JSD shall have the right to terminate the Agreement in writing if the Client fails to perform its obligations, in particular if the Client is delayed in paying the remuneration due to JSD for a period exceeding one month. If JSD exercises the right to terminate the Agreement, it shall not be liable for any damage suffered by the Client as a result of termination of the Agreement.

  1. [Survival] The Parties declare that the provisions of sections 1d, 2, 7, 8, 16, 17 and 18 shall remain in force in the event of termination or expiry of the Agreement.
  2. [Suspension of services] JSD shall have the right to suspend the provision of services until overdue payments resulting from issued invoices are settled. If JSD exercises the right to suspend the provision of services, it shall not be liable for any damage suffered by the Client as a result thereof.
  3. [Liability rules] The Client may claim compensation for damage from JSD to the extent that JSD is liable for such damage, taking into account the degree of JSD’s fault and the degree to which JSD contributed to the occurrence of the damage. JSD shall be liable for damage caused to the Client as a result of non-performance or improper performance of the advisory services specified in this Agreement, provided that such liability, as well as liability for damage resulting from other causes, shall be limited to the amount of remuneration paid to JSD by the Client for the services covered by the Agreement and shall not include lost profits within the meaning of the provisions of the Civil Code.
  4. [Force majeure] The Parties shall not be liable for defects in the performance of the Agreement resulting from circumstances caused by force majeure, which shall include in particular: accident, flood, fire, employee strike or war. The Parties shall not be liable for defects in the performance of the Agreement beyond the Parties’ control which result from the issuance of legal acts, court judgments or administrative decisions.
  5. [Exclusion of liability of JSD employees] The Client undertakes not to raise any claims for compensation for damage or loss against any employee or representative of JSD or any person performing activities commissioned by JSD, provided that such claims are related to the services constituting the subject matter of this Agreement.

The above exclusion shall not be deemed to constitute a limitation or exclusion of JSD’s liability for acts or omissions of employees or representatives, or persons performing activities commissioned by JSD, acting in the name or on behalf of JSD.

  1. [Assignment of rights and obligations] Neither Party may transfer any rights or obligations arising from the Agreement without the prior written consent of the other Party. The foregoing shall not apply to the transfer of all rights and obligations arising from the Agreement to another company affiliated with JSD. The Parties hereby consent to such transfer without the need for any further notices.
  2. [Counteracting the introduction into financial circulation of assets derived from illegal or undisclosed sources] At JSD’s request, the Client shall provide all information necessary to fulfil statutory obligations concerning the prevention of the introduction into financial circulation of assets derived from illegal or undisclosed sources.
  3. [Obligation to maintain professional secrecy] JSD or entities cooperating with JSD or providing services for JSD shall be obliged to maintain legally protected professional secrecy referred to in Article 37 of the Act of 5 July 1996 on Tax Advisory Services, consolidated text: Journal of Laws of 2019, item 283. It is assumed that the Client does not release JSD or such entities from the obligation to maintain such secrecy with respect to facts and information related to the provision by JSD or such entities of services to the Client for the purposes of applying Chapter 11a of the Tax Ordinance, “Information on tax arrangements”, unless the Client submits to JSD, in writing, an express statement releasing JSD from the obligation to maintain such secrecy.
  4. [MDR obligations] The Client acknowledges that, in connection with the provision of advisory services, JSD may be subject to obligations regulated in Chapter 11a of the Tax Ordinance, “Information on tax arrangements”, which JSD shall be obliged to fulfil taking into account the professional secrecy binding upon JSD, referred to in section 21.
  5. [Communication by electronic mail] The Client consents to communication in connection with the performance of this Agreement by electronic mail. The Client is aware of and accepts the risks associated with communication by electronic mail.

Accordingly, JSD shall use electronic mail for the purposes of communication with the Client until it receives a written request to cease transmitting any data or information by such means and, until that time, JSD shall not bear any liability in connection with communication by electronic mail.

  1. [Severability clause] If any provision of the Agreement, including these GTCA, is deemed invalid or ineffective, the Parties agree that the remaining contractual provisions shall remain valid and effective.
  2. [Authorised representatives] The Client’s representative declares that he or she is authorised to sign the Agreement on behalf of the Client and that he or she has obtained all consents required by law to sign the Agreement.
  3. [Correspondence address for JSD] The correspondence address of JSD is: ul. Sienna 93/32, 00-815 Warsaw, Poland.
  4. [Governing law and jurisdiction] This Agreement shall be governed by Polish law. The court having jurisdiction shall be the court competent for the registered office of the claimant. Any disputes arising out of or in connection with the Agreement shall first be resolved by negotiations between the Parties.
  5. [References] The Client consents to JSD using the Client’s name in contacts with its clients, in particular in reference lists. In justified cases, JSD shall be entitled to request the Client to prepare a reference letter for potential clients of JSD.