General Terms and Conditions

Article 1. Definitions

1.1 In these General Terms and Conditions, the following terms have the following meanings:

“GCC”: Great Castle Consulting, registered with the Dutch Chamber of Commerce under number 42073033, the user of these General Terms and Conditions.

“Counterparty”: any natural or legal person that enters into, or intends to enter into, an Agreement with GCC, including without limitation clients, suppliers, financing partners, logistics providers, or other business relations.

“Agreement”: any agreement, engagement, order confirmation, or other arrangement between GCC and a Counterparty to which these General Terms and Conditions apply.

“Services”: the commercial and trade advisory services provided by GCC to businesses operating in international wholesale, including without limitation market entry advisory, commercial analysis, supplier sourcing, and cross-border business development, as further described in Article 4.

“Transaction”: an underlying commercial transaction (such as the sale, financing, or delivery of goods) that GCC facilitates or arranges on behalf of, or between, Counterparties.

“Fee”: the compensation payable to GCC for the Services, as further described in Article 6.

“Parties”: GCC and the Counterparty jointly; “Party” means either of them individually.

“Writing” or “in writing”: includes communication by email.

Article 2. Applicability

2.1 These General Terms and Conditions apply to all offers, quotations, engagements, Agreements, and Services of GCC, unless otherwise agreed in writing.

2.2 The applicability of any purchase or other general terms and conditions of the Counterparty is expressly rejected, unless and to the extent expressly accepted by GCC in writing.

2.3 If any provision of these General Terms and Conditions is or becomes void or voidable, the remaining provisions remain in full force. The Parties shall, in that event, agree on a replacement provision that reflects the purpose and effect of the original provision as closely as possible.

2.4 GCC is entitled to amend or supplement these General Terms and Conditions from time to time. Amendments apply to Agreements concluded after the effective date of the relevant amendment, unless expressly agreed otherwise.

Article 3. Offers, Quotations and Formation of Agreements

3.1 All offers and quotations of GCC are without obligation (vrijblijvend), unless expressly stated otherwise, and may be withdrawn or amended by GCC at any time prior to acceptance.

3.2 An Agreement is formed at the moment GCC confirms an engagement, order, or arrangement in writing (including by email), or at the moment GCC commences performance of the Services with the Counterparty’s knowledge, whichever occurs first.

3.3 By confirming any order, engagement, or Agreement with GCC — whether verbally, in writing, or by conduct — the Counterparty confirms the (prior) receipt and acceptance of these General Terms and Conditions.

Article 4. Nature of the Services; Role as Intermediary

4.1 GCC provides commercial and trade advisory services to businesses operating in international wholesale, with a particular focus on the duty-free and travel retail supply chain. The Services include, without limitation: (a) market entry advisory, including guidance on regulatory requirements, distributor selection, and market entry strategy; (b) commercial analysis, including market research, competitive intelligence, and pricing analysis; (c) supplier sourcing, including the identification, evaluation, and negotiation of supplier relationships; and (d) cross-border business development, including partnership identification and support for international expansion.

4.2 Where GCC performs supplier sourcing, or otherwise acts to arrange a sales transaction in goods between Counterparties, it does so solely as a trade intermediary and facilitator. Unless explicitly agreed otherwise in writing, GCC does not itself become a party to, owner of, buyer of, or seller of, the underlying goods or Transaction. Any purchase, sale, financing, or delivery agreement relating to the underlying goods is entered into directly between the relevant Counterparties. GCC is not a party to such underlying agreements and assumes no liability arising from them, save as set out in Article 11.

4.3 GCC will apply reasonable commercial efforts and professional skill in performing the Services, drawing on its sector experience and market relationships, but does not guarantee any particular outcome, including the successful conclusion of any Transaction, market entry, or business development initiative. Advice and analysis provided by GCC are based on information reasonably available to it at the time of provision, and the Counterparty remains responsible for its own commercial decisions.

Article 5. Obligations of the Counterparty

5.1 The Counterparty shall provide GCC, in a timely manner, with all information, documentation, and cooperation reasonably required for GCC to perform the Services.

5.2 The Counterparty warrants that all information it provides to GCC is accurate, complete, and not misleading.

5.3 The Counterparty remains solely responsible for its own compliance with applicable laws and regulations in relation to any underlying Transaction, including customs, tax, export control, sanctions, and product-compliance requirements.

Article 6. Fees, Invoicing and Payment

6.1 GCC’s Fee for the Services is as agreed between the Parties, whether structured as a fixed fee, a percentage or share of the profit realized on a Transaction, or otherwise.

6.2 GCC shall issue its invoice(s) under the name “Great Castle Consulting” once the Fee has become due in accordance with the relevant Agreement.

6.3 Unless otherwise agreed in writing, invoices are payable within fourteen (14) days of the invoice date, without any right of set-off, discount, or suspension on the part of the Counterparty.

6.4 If an invoice is not paid within the applicable term, the Counterparty is in default by operation of law (van rechtswege in verzuim), without any notice of default being required. The Counterparty then owes statutory commercial interest (wettelijke handelsrente) on the outstanding amount from the due date until the date of full payment, as well as all reasonable judicial and extrajudicial collection costs incurred by GCC.

6.5 All amounts stated by GCC are exclusive of VAT and any other applicable taxes or levies, unless expressly stated otherwise.

Article 7. Advance Payments and Deposits

7.1 Where a Transaction facilitated by GCC requires an advance deposit or payment from a client to a supplier, financing partner, or other Counterparty, the terms, amount, and timing of such deposit are agreed directly between the relevant parties to that Transaction. GCC’s role is limited to facilitating that arrangement.

7.2 GCC does not hold client funds, deposits, or payments on its own account or in any fiduciary or escrow capacity, unless explicitly agreed otherwise in writing.

Article 8. Delivery and Risk

8.1 Delivery of goods under any Transaction facilitated by GCC is arranged directly between the supplier, financing or logistics partner, and client, in accordance with the terms agreed between them. GCC is not a carrier, warehouse keeper, or other logistics provider and assumes no liability for the delivery, storage, condition, or conformity of the goods, unless explicitly agreed otherwise in writing.

8.2 Risk in, and title to, the goods pass in accordance with the arrangements agreed directly between the supplier, financing or logistics partner, and client, and not through GCC.

Article 9. Confidentiality

9.1 Each Party shall keep confidential all information of a confidential nature disclosed to it by the other Party in connection with the Services or any Transaction, and shall not disclose such information to third parties without the prior written consent of the disclosing Party, except as required by law, regulation, or a competent authority.

9.2 This obligation survives termination of the Agreement for a period of two (2) years, unless otherwise agreed in writing.

Article 10. Intellectual Property

10.1 All intellectual property rights in materials, analyses, proposals, or other work product created by GCC in connection with the Services remain vested in GCC, unless explicitly transferred in writing.

10.2 The Counterparty is granted a non-exclusive, non-transferable license to use such materials solely for the purpose for which they were provided.

Article 11. Liability

11.1 GCC’s liability for any damage arising from or in connection with the Services or an Agreement is limited to the amount of the Fee actually received by GCC in relation to the Transaction giving rise to the claim, and in any event to the amount actually paid out under GCC’s liability insurance in the relevant case, if and to the extent applicable.

11.2 GCC is not liable for any indirect or consequential damage, including loss of profit, loss of business, or reputational damage.

11.3 GCC is not liable for any damage resulting from acts or omissions of third parties, including suppliers, financing partners, logistics providers, or clients involved in a Transaction, nor for the quality, conformity, or timely delivery of goods.

11.4 The limitations of liability in this Article do not apply in the event of intent (opzet) or willful recklessness (bewuste roekeloosheid) on the part of GCC or its management.

Article 12. Indemnification

12.1 The Counterparty indemnifies GCC against all claims of third parties arising from or in connection with the Transaction(s) facilitated by GCC, the goods involved, or the Counterparty’s breach of these General Terms and Conditions or the underlying Agreement, except to the extent such claims result from intent or willful recklessness on the part of GCC.

Article 13. Force Majeure

13.1 Neither Party is liable for a failure or delay in performance caused by circumstances beyond its reasonable control (force majeure), including without limitation war, government measures, sanctions, strikes, transport disruptions, or the failure of third parties on whom a Party depends.

13.2 If a force majeure situation continues for more than thirty (30) days, either Party may terminate the affected Agreement by written notice, without any obligation to pay damages.

Article 14. Duration, Suspension and Termination

14.1 An Agreement is entered into for the duration of the relevant engagement or Transaction, unless otherwise agreed.

14.2 Either Party may terminate an Agreement with immediate effect by written notice if the other Party is in material breach and fails to remedy such breach within fourteen (14) days after receiving written notice thereof, or in the event of the other Party’s bankruptcy, suspension of payments, or cessation of business activities.

14.3 Termination does not affect any rights or obligations, including payment obligations, that accrued prior to the date of termination.

Article 15. Data Protection

15.1 To the extent GCC processes personal data in connection with the Services, it shall do so in accordance with applicable data protection legislation, including the General Data Protection Regulation (GDPR).

Article 16. Amendments to Agreements

16.1 Amendments to an Agreement are only valid if agreed between the Parties in writing.

Article 17. Applicable Law and Jurisdiction

17.1 These General Terms and Conditions and all Agreements to which they apply are governed exclusively by the laws of the Netherlands.

17.2 Any dispute arising from or in connection with these General Terms and Conditions or an Agreement shall be submitted to the competent court of Amsterdam, the Netherlands, without prejudice to GCC’s right to bring proceedings before any other competent court.

Article 18. Miscellaneous

18.1 GCC may transfer its rights and obligations under an Agreement to an affiliated entity, provided this does not materially prejudice the Counterparty’s position.

18.2 No failure or delay by either Party in exercising any right under these General Terms and Conditions constitutes a waiver of that right.

18.3 These General Terms and Conditions were last updated in August 2026 and are available at www.greatcastleconsulting.com/terms.html.