GTC - Giant Hill

GENERAL TERMS AND CONDITIONS

(only for previous information purposes)

Giant Hill Agency Korlátolt Felelősségű Társaság (registered office: 1051 Budapest Szent István tér 7-11., company registration number: 01-09-421047, tax number: 32379954-2-41, represented by Ádám Ferenc Tóth, managing director,),

PREAMBULUM

This document contains and sets out the framework of the commercial economic activity of Giant Hill Agency Korlátolt Felelősségű Társaság (registered office: 1021 Budapest, Völgy utca 12. C. building, company registration number: 01-09-421047, tax number: 32379954-2-41, represented by: Tóth Ádám Ferenc, managing director, independent (hereinafter referred to as "Giant Hill Kft.")), the detailed definition of the services it provides, the details of its contracting process, the provisions concerning individual agreements to be concluded with its clients. The provisions set out in these general terms and conditions (hereinafter referred to as "GTC") shall govern the legal relations between Giant Hill Ltd. as intermediary and adviser and third parties as principals. In any case, the services are provided on the basis of an assignment contract concluded between Giant Hill Ltd. and the third party, it being understood that the provisions of the assignment contract and the rules contained in these GTC constitute the entire agreement of the Parties.

These GTC are in force from 01 October 2023 until revoked.

DEFINITIONS

TERMS AND CONDITIONS means the general terms and conditions of Giant Hill Ltd., a limited liability company (registered office: 1068 Budapest, Király utca 102.;), as set out in detail in this document.

Engagement Agreement means: a written contract between Giant Hill Ltd. and the Client as the principal (hereinafter referred to as the "Client"), which details the main formal and substantive elements of the Services to be performed by Giant Hill Ltd.

Notification Address means the registered office of Giant Hill Ltd and the email address agency@gianthill.hu.

Party or Parties means: Giant Hill Ltd. and the Client, individually or jointly.

Engagement Fee means: the fee mutually agreed in the Engagement Agreement between Giant Hill Ltd. and the Customer as consideration for the Services provided by Giant Hill Ltd.

Pp. means: Act CXXX of 2016 on the Code of Civil Procedure.

Civil Code means Act V of 2013 on the Civil Code.

Client means: a natural or legal person or an entity that is not a legal person and that enters into a Engagement Agreement with Giant Hill Ltd.

Transaction means: a transaction concerning the purchase, sale, lease or rental of a property indicated by the Client, which the Client intends to carry out through Giant Hill Ltd.

FEES AND PAYMENT TERMS

- Giant Hill Ltd. will invoice the Client in accordance with the provisions of the Engagement Agreement. Giant Hill Ltd shall be entitled to suspend the Services at any time if the invoice issued by it is overdue and payment has not been made. In such a case, Giant Hill Ltd will inform the Client of the revised schedule for the provision of the Services, in accordance with which Giant Hill Ltd will resume work following payment of the overdue debt. Giant Hill Ltd. and the Customer agree to jointly try to find a solution to the overdue amounts before the suspension of services.

- If the Client is in default of payment, Giant Hill Ltd. shall be entitled to default interest on the outstanding amount for each day of delay commenced, pursuant to Article 6:155 of the Civil Code. If the Customer incurs collection or litigation costs in connection with the delayed payment, Giant Hill Ltd. shall pass these costs on to the Customer in a separate account.

- In the event that the invoiced amount is in dispute, the undisputed part of the amount shall be paid by the Customer. The Customer shall be liable for all taxes on and in connection with the services provided by Giant Hill Ltd, including VAT, sales and use taxes, withholding taxes and all other similar taxes (excluding income and property taxes of Giant Hill Ltd).

- The parties agree that the Client shall reimburse the Service provider for all costs (including, without limitation, all costs verifiably incurred in connection with the performance of the Services even if not included in this Engagement Agreement), cash expenses, fees, travel expenses, which are approved in advance by the Client.

- In the event of a successful transaction, the Principal shall pay the fees, success fees and expenses to the Agent in full within 15 (fifteen) days after the payment of the first instalment of the full purchase price or rent of the property or the business entity owning the property.

- If the Client is in default with the payment of the invoice, the relevant provisions of the Civil Code shall apply to the payment of interest on arrears. The payments detailed above shall be deemed to have been paid when credited to the Client's bank account.

EXCLUSIVITY

- Giant Hill Ltd provides its services to its contracted clients on an exclusive, semi-exclusive and non-exclusive basis.

- In the case of an exclusive mandate, the Client agrees not to dispose of the Property in any manner that restricts or frustrates the performance of the mandate during the term of these GTC and the Engagement Agreement. The Client further undertakes that during the term of these General Terms and Conditions and the Agency Agreement, it will not give any other person than Giant Hill Ltd. any assignment for the sale of the Property, will terminate any such assignments within 3 (three) days of the signing of the Agency Agreement and will not sell the Property to third parties. The Client acknowledges and agrees that if, in accordance with the provisions of these GTC and the Agency Agreement, the Client enters into a contract for the transfer of ownership of the Property by Giant Hill Ltd. by circumventing the exclusivity clause in this clause, the Client shall be liable to pay a penalty to Giant Hill Ltd. In this case, the amount of the penalty shall be 85% of the gross brokerage fee, i.e. eighty-five percent.

- In the event of a semi-exclusive assignment, the Client undertakes not to dispose of the Property in any way that restricts or frustrates the performance of the assignment during the term of these GTC and the Assignment Agreement. The Client further undertakes that during the term of these General Terms and Conditions and the Agency Agreement, it will not give any other real estate company or third party other than Giant Hill Ltd. any assignment for the sale of the Property, and will terminate any such assignments within 3 (three) days of the signing of the Agency Agreement. In the event of an exclusive mandate, the Client shall be entitled to sell the Property himself. The Customer acknowledges and agrees that if, in accordance with the provisions of these GTC and the Agency Agreement, the Customer enters into a contract for the transfer of ownership of the Property by Giant Hill Ltd. bypassing the semi-exclusive assignment clause in this clause, it shall be liable to pay a penalty to Giant Hill Ltd. In this case, the amount of the penalty shall be 50% of the gross mediation fee, i.e. fifty percent

- In the case of a non-exclusive mandate, the Client may, during the term of these GTC and the Engagement Agreement, sell the Real Estate in question to third parties without any restrictions, and may also give a mandate to a real estate brokerage company or third party other than Giant Hill Ltd. No penalty, in whole or in part, shall be payable in the event of the foregoing.

OBLIGATIONS OF GIANT HILL LTD.

- Giant Hill Ltd. undertakes to perform its services in accordance with the provisions of Act V of 2013 on the Civil Code and other legislation applicable to the Agency Agreement.

CLIENT'S RIGHTS AND OBLIGATIONS

- The Client and its management are responsible for identifying the Client's activities and ensuring that they comply with the laws and other applicable legal requirements in force in Hungary.

- The Client shall be responsible for providing the business, legal, technical and financial data relating to the Transaction in a timely manner. Giant Hill Ltd. has no obligation to verify the authenticity and validity of the data and information provided, and all liability arising from the untruthfulness of the data and information shall be borne by the Client.

- The Client shall also ensure the cooperation necessary for the successful execution of the Transaction throughout the entire duration of the order and shall provide all the necessary documents for this purpose.

- The Client shall further ensure that it has all necessary authorisations, approvals and consents in relation to the Transaction and shall refrain from any conduct that would have an adverse effect on the performance of the services provided by Giant Hill Ltd. or the implementation of the Transaction.

- The Client shall inform Giant Hill Ltd of any potential purchasers, third party investors (depending on the nature of the Transaction) with whom the Client or any other adviser has previously negotiated or approached. The Client shall also provide Giant Hill Ltd. with all relevant and necessary information for the purpose of negotiating the Transaction with third parties.

CONTRIBUTOR

- The Principal may use a third party intermediary in the performance of the Engagement Agreement, subject to the Principal being duly informed. Giant Hill Ltd. shall be liable for any Intermediary lawfully engaged as if it had performed the task itself. No legal relationship is established between the Intermediary and the Client under the Engagement Agreement, and Giant Hill Ltd. shall be solely liable to the Intermediary for any liability or obligation of any kind.

NOTICES

- The Client acknowledges that all notices, public disclosures and documents relating to the Transaction must contain accurate and truthful information, and that the truthfulness, validity and veracity of the information contained in such documents are of paramount importance to both the Client and Giant Hill Ltd.

- By accepting these GTC, the Client agrees that Giant Hill Ltd. is entitled to refer to the Transaction concerned in the event of the success of the Transaction, and to place the services related to the Transaction provided by Giant Hill Ltd. in its social media platforms, magazines, journals, journals and other media, and to communicate relevant information about its services.

LIMITATION OF LIABILITY

- The Parties stipulate that Giant Hill Ltd. shall be liable for any damage caused to the Client in the course of the services provided by it, however, for negligent damage its liability shall not exceed the Commission Fee set out in the Commission Agreement and already paid.

- Giant Hill Ltd. shall not be liable for any loss of profit or for any claim by a third party against the Client, any of its subsidiaries, officers, directors, employees, agents or representatives, even if the loss was reasonably foreseeable or the Client was aware that the Client might suffer a loss as a result of a claim by a third party.

- In no event shall Giant Hill Ltd. be liable for any loss or damage caused by the Customer or any of its affiliates or any loss or damage arising out of or in connection with the negligence, bad faith, omission or misrepresentation of the Customer or any person acting on behalf of the Customer or any third party. For the purposes of this provision, a person acting in the interest of the Client shall mean any natural or legal person(s) directly or indirectly involved in the management or direction of the Client's business and/or directly or indirectly benefiting from its assets, as well as any business entity, association, foundation or other entity in whose management or direction the Client is directly or indirectly involved or from whose assets the Client directly or indirectly benefits, as well as the Client's employees and agents.

- Giant Hill Ltd. shall not be liable for any damage or loss caused by Giant Hill Ltd.'s interpretation of the legal provisions, provided that such interpretation is based on generally accepted and applied professional guidelines at the time it is made or used in the performance.

- The Client expressly agrees that Giant Hill Ltd. shall not be liable to compensate the Client for any damages resulting from the Client's failure to comply with its obligations to prevent, remedy and mitigate damages. However, this clause does not affect Giant Hill Ltd's liability under the law. The Client accepts that Giant Hill Ltd. shall not be liable for any damage caused by the untruthfulness, incompleteness or error of the information or data provided by the Client. The limitation period for claims against Giant Hill Ltd. shall be 1 year from the occurrence of the event giving rise to the claim for damages, unless a shorter period is provided by law.

- The Client expressly undertakes to indemnify Giant Hill Ltd. and its agents for any damage resulting from a serious breach of these GTC and/or the Engagement Agreement, if such damage is due to the Client's fault and arises in connection with the successful performance of the Transaction. In particular, the following shall be deemed to be the Client's fault: i) grossly negligent breach of the GTC and/or the Engagement Agreement; ii) wilful breach; iii) breach of a legal provision applicable to the Engagement Agreement between the Client and Giant Hill Ltd.

COOPERATION

- The Parties shall cooperate with each other in the performance of the Engagement Agreement and shall inform the other Party as soon as possible of all material circumstances and events arising in connection with the performance of the Engagement Agreement.

- The Client undertakes to grant Giant Hill Ltd. access to the Property for the duration of the inspection, subject to prior agreement. It further undertakes to negotiate with Giant Hill Ltd. only in the presence of Giant Hill Ltd. and to provide such information as Giant Hill Ltd. deems necessary and requests for a successful transaction. On this basis, the Parties agree that the Client shall provide all information necessary for the successful completion of the Transaction, including but not limited to tax, legal, accounting, auditing or any other professional or technical information. The Parties stipulate that Giant Hill Ltd. is not obliged to verify the authenticity, validity or accuracy of the data received.

- The Client agrees that the personal and property data provided by him/her for the purpose of the Transaction may be disclosed by Giant Hill Ltd. to his/her client interested in the Property, to the persons involved in the contract to be concluded (e.g. expert and lawyer) or to his/her contracted partners for the purpose of facilitating the transaction and possibly offering additional services (e.g. legal advice, valuation, technical/energy certificate).

- The Parties shall cooperate in accordance with the Engagement Agreement, shall keep each other informed, shall not conceal any rights or facts material to each other, shall mutually and promptly communicate to each other any changes in their contact details necessary for the maintenance of the relationship, in their mutual interest. The Client undertakes to inform Giant Hill Ltd. in writing immediately, within 3 working days at the latest, of any change in the terms, conditions, values or any characteristic (legal, technical) of the property in connection with the transaction.

- The parties undertake to inform each other immediately, but not later than within 3 days, of any personal hindrance or of any factor preventing the performance of the tasks related to the Engagement Agreement, failure to do so may result in the opening of a claim for damages on the part of Giant Hill Ltd.

- The Parties agree that the Investor, investor, developer, group of investors, investors, developers, Buyer, nor any group thereof, nor any of their subsidiaries, affiliates, associates, owners (both domestic and foreign), presented in connection with the Transaction contemplated by the Engagement Agreement, will not be approached or contacted by the Client, directly or indirectly, without the prior knowledge and written consent of Giant Hill Ltd.

NON DISCLOUSURE

- Each Party shall keep confidential any business, trade, economic, banking or other secrets acquired or in any way coming to its knowledge in the course of or in connection with the performance of the Engagement Agreement, as well as any facts, information, data, intellectual property or solutions relating directly or indirectly to the other Party or its customers, which the other Party has an interest in keeping confidential. In particular, the essential elements of the content of the Engagement Agreement, the internal affairs, financial and economic situation of the Parties and any information relating to their business partners and customers shall be considered business secrets.

- The Parties agree not to disclose, in whole or in part, to any unauthorised third party any data or information provided or learned in connection with the Property or the business company owning the Property under the Lease Contract.

- Confidential information, data and business secrets, in accordance with the provisions of the Engagement Agreement, in particular, but not limited to, the revenues, costs, contractual relations, technical solutions, technical data, the results of the Property and/or the business company owning the Property, the results of the Client and Giant Hill Ltd. activities, commercial, business partners, clients, customers, employees, agents, sales plans or any other information relating to their activities which has not been previously disclosed or otherwise made known to the public, and any information the confidentiality of which is mutually agreed by the Parties (hereinafter "Confidential Information").

- The Parties agree that the provisions of Section 10 of these GTC shall apply to the documents prepared by Giant Hill Ltd. and to the documents generated in connection with the provision of advice in relation to the Property, whereby Giant Hill Ltd. expressly declares that it will not use them for any other purpose or disclose them to third parties or make them known to them. The parties also agree that the data under this section shall be considered Confidential Information.

- The Parties shall remain bound by the obligation of confidentiality for an unlimited period of time after the termination of the Engagement Agreement for any reason.

- INTELLECTUAL PROPERTY RIGHTS

- Giant Hill Ltd. owns the copyright and proprietary rights in the documents created by Giant Hill Ltd. prior to and during the provision of the Services, including but not limited to all transaction documentation, including but not limited to reports, written advice, letters, proposals and other project products (the "Project Products") created as a result of the Services provided to the Client. The Project Products are the property of Giant Hill Ltd. Upon payment in full of the fee for the Services provided, Giant Hill Ltd. grants to the Client a full, non-exclusive and non-transferable right to use the Project Products for the purposes set forth in these Terms and Conditions and the Project Products, subject to the other provisions of the Engagement Agreement. The possible use of the Project Products and the subject matter and territorial scope of the licence shall be determined by the intended purpose of the Project Products.

- Giant Hill Ltd. shall have exclusive rights (including, without limitation, copyrights and other intellectual property rights) and rights of use and disclosure of the knowledge, concepts, know-how, methods, technologies, processes, workflows and know-how (including modifications thereof) used in the course of its business, and the Customer shall not restrict or inhibit the exercise of such rights by Giant Hill Ltd. The property rights and intellectual property rights relating to the materials provided by the Client for the performance of the Assignment Agreement shall remain the property of the Client. The Customer acknowledges and acknowledges that in the course of providing the Services under the Engagement Agreement, Giant Hill Ltd may acquire general knowledge, experience, expertise and know-how and that Giant Hill Ltd may use all of the same in the course of its business without restriction.

- All information, records, working papers and other documents provided, prepared or transmitted by Giant Hill Ltd. or its agents to the Client in connection with the Transaction are the exclusive property of Giant Hill Ltd. Accordingly, the Client shall be free to use the materials provided under this clause for internal marketing and business sales purposes only without the written permission of Giant Hill Ltd. The Client may not use, reproduce, distribute, quote or refer to in any form or report any opinion, advice or communication (written or oral) provided by Giant Hill Ltd. in connection with the Transaction or any communication between the Client and Giant Hill Ltd.

- PROTECTION OF PERSONAL DATA, INCLUDING BANKING, SECURITY AND INSURANCE SECRETS

- Data provided by the Customer to Giant Hill Ltd. that may be linked to certain persons under applicable law (collectively, "Personal Data") may be collected, used, transferred, stored and otherwise processed by Giant Hill Ltd. Personal Data may include data relating to the Customer's representatives, employees, staff, members of its team, clients and agents, as well as Personal Data included in the information provided to Giant Hill Ltd in connection with the Engagement Agreement. Personal Data may include your surname, first name, date of birth, personal identification number, address, nationality, company contact details, any data that is considered a banking secret, security secret or insurance secret under the law, and any related information. The Client authorises Giant Hill Ltd to process the Personal Data and authorises Giant Hill Ltd's representatives and members of its team to process the Personal Data in accordance with the Engagement Agreement. Giant Hill Ltd (as data controller) will process the Personal Data and Confidential Information for the purposes of performing the Engagement Agreement and will ensure compliance with applicable laws, professional standards and regulations.

- The Customer declares that it is entitled to provide the Personal Data to Giant Hill Ltd. for the purposes of performing the Engagement Agreement and that the Personal Data will be collected and processed in accordance with the provisions of the applicable laws. The Customer shall provide Giant Hill Ltd. with guidance on the processing of the Personal Data and shall ensure that the Personal Data is accurate and up to date. Giant Hill Ltd. shall provide technical, organisational and personnel conditions appropriate to the instructions given by the Customer in order to protect the Personal Data.

- In addition to the above, Giant Hill Ltd. is entitled to process the Personal Data of the Customer's representatives and contacts (e.g. surname, first name, title, e-mail address and telephone number) for the purposes of business communication and other marketing activities, until the authorisation to do so is withdrawn.

GOVERNING LAW, DISPUTE RESOLUTION

- These GTC and the related facts shall be governed by and construed in accordance with the applicable Hungarian laws, in particular Act V of 2013 on the Civil Code. The Parties submit to the jurisdiction of the Hungarian courts in the event of any dispute or legal proceedings arising out of or in connection with the Contract or the Services.

- The Client and Giant Hill Ltd. agree to seek to reach a mutual agreement as soon as possible and to act in good faith in the settlement of any dispute or claim arising out of or in connection with the Commission Agreement. If a dispute or claim is not settled within 30 days of the date of the other Party's request for conciliation in relation to the dispute or claim in question, either Party shall be entitled to bring the dispute before the competent Hungarian court for settlement. Nothing in this Clause shall prevent the Parties from instituting legal proceedings in respect of intellectual property rights, trade secrets or confidential information at any time before or after the commencement of the dispute settlement procedure or from exercising their rights and remedies available at law.

NON-COMPETITION AGREEMENT

- The parties agree and stipulate that Giant Hill Ltd. is entitled to provide services to any third party operator, i.e. neither the conclusion of the Engagement Agreement nor the acceptance of these GTC shall constitute a restriction on the activities of Giant Hill Ltd. For the sake of clarity, the Parties agree that Giant Hill Ltd. is entitled to accept orders from, provide services to and carry out transactions with the same or similar market participants as the Client, without any restriction whatsoever. By accepting these GTC, the Client expressly agrees to the provisions set out in this section.

FULL AGREEMENT, MODIFICATION OF THE GENERAL TERMS AND CONDITIONS

- These General Terms and Conditions and the Agency Agreement constitute the entire agreement between the Parties with respect to the Transaction and supersede all prior written and oral agreements, undertakings, representations and understandings between the Parties with respect to the Agency Agreement, except as otherwise provided in these General Terms and Conditions or the Agency Agreement. The Parties agree that if Giant Hill Ltd. has already commenced work at the Client's request prior to the signing of the Engagement Agreement (e.g. data collection, project design or consultancy at the commencement of the engagement), the Engagement Agreement shall be deemed to be a written confirmation of the oral agreement entered into by the Parties at the commencement of the work.

- These Terms and Conditions and the Engagement Agreement constitute the entire agreement between the Client and Giant Hill Ltd in relation to the services, project products and deliverables to be provided by Giant Hill Ltd as set out in the Engagement Agreement and Giant Hill Ltd's obligations in relation thereto. The application of these Terms and Conditions may only be limited or excluded by law or by an express written agreement between Giant Hill Ltd and the Client. Terms not defined in these GTC shall have the meanings given to them in the Engagement Agreement. In the event of any inconsistency between these T&Cs and the Engagement Agreement, the provisions of the Engagement Agreement shall prevail. The Customer expressly accepts the provisions of these GTC.

- If a competent authority decides that any provision of the Engagement Agreement or of these GTC is invalid, illegal or unenforceable, the provision concerned shall be deleted and the remaining provisions shall continue to apply unchanged, provided that it does not follow from the provision in question or its content or the circumstances in which it was accepted that it is not severable from the remaining provisions. In such cases, the Parties shall amend the Engagement Agreement and these GTC in such a way that the legal effect of the new provision corresponds as far as possible to the legal effect of the invalid or unenforceable provision(s).

- Except as otherwise expressly provided in the Agency Agreement and these GTC, any amendment to the Agency Agreement shall be valid only if approved in writing by both Parties and signed by authorized representatives of the Parties.

TERMINATION OF THE CONTRACT

- The Engagement Agreement shall be terminated in the following cases:

- The Engagement Agreement has been performed in accordance with the terms of the Contract; or

- The Parties conclude a written agreement terminating the Engagement Agreement; or

- By written notice of termination given by either Party to the other Party, with or without stating the reason for termination, with or without sixty (60) days' notice from the day following the date of delivery of the notice to the other Party; or

- Either Party shall have the right to terminate the Engagement Agreement with immediate effect by giving written notice stating the reasons for such termination to the other Party: (i) breaches the Engagement Agreement and fails to remedy such breach within five (5) days of the delivery of written notice of such breach (if the breach is remediable); and/or; (ii) is in material breach of the Engagement Agreement; and/or; (iii) is subject to bankruptcy, liquidation or winding-up proceedings or is demonstrably insolvent. Cases of serious breach of contract are set out in the Engagement Agreement.

- A serious breach of the Contract shall be deemed to be, in particular:

inadequate, negligent or unprofessional performance of the Contractor's obligations or if a serious deficiency in the performance of the Contractor's obligations is discovered or if any of the circumstances which the Contractor was obliged to provide for the performance of the Contract cease to exist.

any breach of confidentiality and document management requirements.

breach of the provisions relating to the use of the Intermediary.

if any statement made by the Principal in this Agreement is untrue or becomes untrue for any reason.

The Parties agree that if this Agreement is terminated but an agreement is reached with the Client of the Principal in respect of the Transaction contemplated by this Agreement after the date of termination, on the basis of negotiations in progress at the time of termination, the Principal shall be entitled to the amount of the Fee, Success Fee, Increased Success Fee set out in Section 5 of this Agreement, subject to the fulfilment of the relevant conditions.

- The Parties further agree that if the Property (or the business entity owning the Property) covered by this Agency Agreement is sold to the Client of the Principal, the Principal shall pay the Fee in full to the Principal even if this Agreement has been terminated or cancelled within a period of 1 (one) year after the termination or cancellation.

- Giant Hill Ltd. shall be entitled to terminate the Assignment Agreement with immediate effect by written notice to the Client if Giant Hill Ltd. considers that circumstances have changed (including, but not limited to, changes in the applicable legislation, changes resulting from a decision of a public body or other relevant professional institution, changes in the ownership structure of the Client or its subsidiaries, or cases where Giant Hill Ltd. that important information concerning the provision of the Services was not available to Giant Hill Ltd. or was not provided to Giant Hill Ltd. prior to the signing of the Engagement Agreement), and in the changed circumstances, the performance of any part of the Engagement Agreement by Giant Hill Ltd. would be contrary to law or other regulations or would violate the rules of independence and professional ethics.

- The termination of the Engagement Agreement shall not affect the Client's obligation to pay Giant Hill Ltd the fees due for the services provided under the Engagement Agreement up to the date of termination of the Engagement Agreement. If the Agency Agreement is terminated prior to the provision of the Services, Giant Hill Ltd shall be entitled to remuneration for its time spent up to the date of termination and to reimbursement of the costs incurred.

- The rights and obligations of the Parties arising from the provisions of these GTC shall cease to have effect after termination of the Engagement Agreement, provided that the payment obligations arising from the Engagement Agreement have been fully performed, with the exception of the provisions relating to indemnity, confidentiality, governing law and dispute resolution and those provisions which by their nature remain in force after termination of the Engagement Agreement.

- FINAL PROVISIONS

- The provisions of these GTC shall enter into force on 01 October 2023 and shall apply to the relevant contracts of Giant Hill Ltd. Giant Hill Ltd. reserves the right to amend the Terms and Conditions from time to time or to add additional terms and conditions or conditions applicable to the specific professional services. If the Client orders any services from Giant Hill Ltd after the revised GTC have been provided, the Client hereby accepts the revised GTC. If the GTCF is amended during the Contractual Term set out in the Engagement Agreement, Giant Hill Ltd. will notify its Contracted Clients of the amendment in full.

Any notices or other communications between the Parties under this Agreement shall be in writing in the first instance. Except as otherwise provided in the Agreement, such notice or communication shall be deemed to have been duly given if sent to the Party's address as set forth in the Agreement or such other address as the receiving Party may expressly designate to the sending Party in a written notice. Date of Service:

In the case of personal delivery, the date of receipt;

in the case of registered and/or certified mail: (i) the date of receipt; or (ii) the date of attempted delivery if the receiving Party has refused to accept delivery; or (iii) in the case of unsuccessful delivery for any other reason, the fifth (5th) business day following the date of the unsuccessful attempt;

in case of transmission by telecommunication, the business day on which such transmission (delivery) is made.

Any oral or e-mail notices, the content of which is for any reason material to the Contract, shall be confirmed by the Parties in writing as soon as possible in a verifiable manner. In the case of e-mail messages, such confirmation shall be deemed to include a response by the receiving Party, whether or not at the request of the sending Party, to the sending Party's message by e-mail or a confirmation of receipt of the message by a separate e-mail message on the working day following the day of sending.

Notices relating to material matters concerning this Agreement or the performance of this Agreement shall be valid and effective only in writing. For the sake of clarity, the Parties agree that the Contract may not be amended or terminated by e-mail.

Full Agreement. This Agreement and the GTC constitute the entire agreement of the Parties and any prior written or oral representations, statements or agreements of the Parties relating to the subject matter of this Agreement shall be superseded by the signing of this Agreement.

Amendment. This Agreement may be amended or supplemented only by the written agreement of the Parties, and no oral "amendment" shall be valid.

Structure of the Contract. The structure and numbering of this Contract, and the titles of the chapters and sections hereof, are for convenience of reference only and shall not affect the content of this Contract.

Succession, assignment of rights. The successors, if any, of the Parties shall have all the rights and obligations which they have had or may have had under this Agreement. A Party may not assign or otherwise transfer its rights or claims under this Agreement without the express prior written consent of the other Party. The other Party shall have the right to grant such consent in its sole discretion and without such consent, the relevant Contracts shall not be formed.

Declarations of the Parties. The Parties declare that (i) they have full power to sign and perform this Agreement and that in entering into and performing this Agreement they will comply in all respects with all applicable laws and regulations; (ii) the Fee has been determined after careful consideration and taking into account all the circumstances and is considered to be fully adequate and sufficient; (iii) they are solvent and are not subject to any bankruptcy, liquidation or winding-up proceedings.

The Parties agree and expressly and irrevocably declare that the Principal shall not be liable in any way whatsoever if the Principal fails to provide the Agent with any information, documents or data, or provides the Agent with any information, documents or data which are incorrect or inadequate, including but not limited to incorrect or late information, in connection with the Transaction concerned. The Parties further agree that the Agent shall not be liable in whole or in part if the failure of the Transaction is due to the conduct of the Principal as set out in this Section.

Partial Invalidity. If any provision of this Agreement is held invalid in whole or in part by any court or other authority having jurisdiction, the invalidity of such provision shall not invalidate the entire Agreement. The parts of this Contract not affected by such invalidity shall remain in force and enforceable unless, but for the invalid or deemed invalid provisions, the Parties would not have entered into this Contract at all. If the Parties do not replace the invalid provision by another valid provision, the provisions of the applicable law shall apply in place of the invalid clause.

Statutory Reference. This Agreement and the interpretation thereof, and any matters not governed by this Agreement, shall be governed by Hungarian law and the Parties agree to submit to the jurisdiction of the Hungarian courts.

Budapest, 10 October 2023.

I have received and read the General Terms and Conditions detailed above and I understand and accept the provisions of the General Terms and Conditions in all respects.

Budapest, 10 October 2023.

__________________________________

Giant Hill