These Terms and Conditions govern the professional relationship between Clovers S.t.a. a r.l. (the “Firm”) and its partners and professionals (collectively, the “Professionals”), on the one hand, and the client who uses the Firm’s services (the “Client”), on the other.

1. The scope of the Firm’s engagement is limited to the services expressly agreed upon between the Firm and the Client (the “Agreement”). Any additional services not expressly included herein will be performed solely at the Client’s request and will be subject to the Firm’s applicable hourly rates or to separate written agreements.

2. Unless otherwise expressly provided for in this Agreement, reference shall be made to the provisions of the Italian Civil Code, to Law No. 247 of December 31, 2012, which governs the legal profession, and to the applicable professional and ethical standards.

3. Unless otherwise agreed in writing, the Firm issues invoices for fees accrued on a quarterly basis or upon completion of the relevant work and, in any case, by the end of the fiscal year. In the absence of a specifically stated payment term, pro forma invoices are due immediately upon receipt (“on demand”). The final tax invoice will be issued following payment of the corresponding pro forma invoice. Each pro forma invoice will be accompanied by a timesheet and/or a detailed breakdown of the work performed and expenses incurred.

4. If payment is not received within thirty (30) days of the invoice date, the Firm may, at its sole discretion and without prejudice to the Client’s right of defense, suspend performance of the engagement and, in the most serious cases, terminate it.

5. The Firm may terminate the engagement if the relationship of trust with the Client is breached, including, but not limited to, the following cases: (i) failure to provide relevant or complete information; (ii) disagreement with the professional strategy recommended by the Firm; (iii) lack of cooperation; (iv) the emergence of a conflict of interest; (v) requests for additional expertise, activities, or timelines that the Firm is unable to meet; (vi) failure to pay professional fees.

6. If the Client fails to pay, in full or in part, the fees agreed upon in the Contract, the Firm shall be entitled to determine and claim its fees by applying the maximum rates set forth in Ministerial Decree No. 55 of March 10, 2014 (Legal Fee Guidelines), as amended from time to time. Such determination shall take into account the nature, value, complexity, urgency, and results of the services rendered and shall apply for all purposes, including the judicial and extrajudicial recovery of fees.

7. The Firm and its professionals are bound by strict confidentiality obligations, in accordance with applicable professional standards, with respect to all information received from the Client. The Client agrees to provide, in a complete and timely manner, all information necessary for the proper and effective performance of the engagement.

8. Pursuant to Article 12 of Law No. 247 of December 31, 2012, the Firm is covered by professional liability insurance under the following terms: QBE Insurance, Professional Liability Policy No. 0064500000002127, issued to Clovers S.t.a. a r.l. Limit: €4,000,000

9. Pursuant to Article 2237 of the Civil Code, the Client may terminate the engagement at any time, unless otherwise agreed in writing.

10. These Terms are governed by Italian law. The Court of Milan shall have exclusive jurisdiction over any dispute arising from the professional engagement.