Terms and Conditions

Vive Invest B.V.

With whom do you make arrangements?

1.1 You are making arrangements with VIVE Invest B.V. (Vive).

1.2 Vive is licensed by the AFM and registered with the AFM. The AFM and DNB supervise all financial institutions, including Vive. Information about our registration in the AFM register can be found on the website www.afm.nl.

1.3 Our address is Keizersgracht 268 (1016 EV) in Amsterdam. Our website is www.viveapp.com. We can be reached by email and through the chat on our website or in our app.

2. What do we do for you?

2.1 You have asset management with us. This means that we invest for you. So you do not decide on your Investments yourself. We do that for you. We do our best to invest as well as possible for you. But it is still your money. If the value of your Investments increases? Then that profit is for you. Do your Investments become worth less? Then the investment losses are also for you. We are not responsible (liable) for this.

2.2 How do we decide what to invest in? We do this on the basis of the agreements you have made with us. You agree the main rules for investing with us. For example, how much risk you want to take. These agreements are set out in the Investment Plan. We then decide what we will invest in for you.

2.3 We always send you information about your Investments and about asset management. It is important that you read that information. That way you will know exactly what we are doing for you.

2.4 Do we think the Investment Plan should change? Or do you think so? Then we will make new arrangements.

2.5 To invest on your behalf, you give us permission to open and use your Investment Account. We will only use your money and Investments to meet our obligations under the Investment Plan agreed with you. We will make a statement of the money and Investments. That overview is in your personal environment in our app.

2.6 You are required to install, activate and use the Vive app during the term of the agreement. Without Vive app, we cannot communicate with you and you do not have information that is of interest to you.

2.7 We do not extend credit. This means that we do not purchase Investments for you if you do not have the money to do so.

2.8 We agree that you will not use the Investment Account yourself. Therefore, you cannot give us investment instructions.

Your personal circumstances are important 3.

3.1 You have given us information about your personal circumstances. Your personal circumstances show whether you can bear the risk of losses. And whether you want to bear them. We take this information into account when investing. For example, you have given us information about the following:

(a) What your financial position is, what your income and assets are.

b) How much you know about investing and how much experience you have with it.

(c) Your objective. By this we mean what exactly you want to achieve with asset management.

d) What risks you are willing to take with investing and what risks you are not willing to take.

(e) Other information about yourself, such as your age, education and employment.

(f) Your sustainability preferences (whether and how you want to invest sustainably).

Some individuals are not always allowed by law or by the company they work for to invest. Does this apply to you? If so, please let us know. We can help you with this. But you are responsible yourself for not breaking the law or these rules.

3.2 We assume that the information you have given us about your personal circumstances is correct. We may also assume that you have given us the information we have asked for. And that you also give us the information that you know is important to us. For example, if you know that you will soon have to sell your home and that this may leave you with a debt. Or if you are getting married or divorced.

3.3 Does anything change in your personal circumstances? Or do you expect anything to change?

And, as a result, is the information about your personal circumstances that we have received from you no longer correct? If so, you must let us know as soon as possible. You can make changes via your personal environment in our app. We will then assess whether we need to change the Investment Plan. Do you fail to do this or do it too late? Then we are not responsible for the consequences.

Suppose you are getting divorced. This could mean that the Investment Plan has to change. Do you not inform us that you are getting divorced? Then the Investments we make may no longer suit your new personal circumstances and you may not be able to bear an investment loss, for example.

3.4 We will treat you as a private investor. Therefore, we will not treat you as a professional investor. Not even if you ask us to. We do this to protect you. Professional investors are, for example, banks or (other) asset managers.

3.5 If your personal circumstances change such that you are classified as a US person, you are obliged to notify us. We will then be forced to terminate our services to you.

You can find out more about whether you are a US person at the website www.irs.gov.

In case one or more of the following situations apply to you, you should inform us immediately:

(i) You have a U.S. passport;

(ii) you were born in the United States;

(iii) you reside in the United States; and,

(iv) You have a U.S. residential or mailing address.

How do we execute investment orders?

4.1 We have rules on how we execute investment orders (order execution policy). You can find the order execution policy on our website.

4.2 Our goal is to achieve the best possible result for you. We will send you these rules with the agreement and they are in your personal area in our app.

5. You take risk when you invest

5.1 There are risks associated with investing. An investment may become worth less money.

An investment can also be worth no money at all. There are different types of Investments in which we can invest. You can also find the most important information about these on your personal environment in our app and on our website www.viveapp.com.

Would you like more information? Then let us know. Then you will get that information from us.

5.2 Do you no longer understand your Investments? Or do you no longer understand the risks of your Investments? Then you must let us know immediately. We will be happy to explain.

5.3 You declare to us the following:

a) You have received enough information from us about which risks are associated with which Investments. You have read this information. You have also understood it.

b) You understand that your Investments may increase in value or decrease in value. You never know for sure how much your Investments will become worth. If you have made a profit on your Investments in the past, it does not mean that you will do so in the future.

Thus, you may also suffer losses. You also understand that Investments that have a chance to become worth extra much can also fall in value extra much. You not only understand this, but you also accept this.

c) You understand that you are exposed to additional risk if you borrow money and invest with that money. Or if you have borrowed money and your Investments are security that you will repay the loan. Your Investments may become worth less money. Or stop being worth money at all. Then you still have to repay the loan. Or provide other security if your Investments are no longer enough security that you will repay the loan. We do not recommend investing with borrowed money.

(d) You do not invest with money you need for other purposes.

Your fee for our management 6.

6.1 You pay fees for asset management. These fees are collected from the Investment Account.

6.2 These fees are listed in our fee schedule, which can be found on our website.

1) A fixed fee (management fee) per year. You pay this fee in the first week of each month. We then collect the fee for the previous month. So you pay afterwards. With the management fee we pay, among other things, our operational costs, the custody fee for Vive Custody B.V., and the costs of supervision by the AFM and DNB. These are costs for supervision that they keep on us. And part of the fixed fee is for ourselves.

2) Fund fees that may vary by portfolio.

3) One-time charges for incidental events, such as a value transfer with an annuity product.

6.3 The fixed fee depends on the money and value of your Investments in your Investment Account.

6.4 Vive has the right to change its rates. In case of an increase, you have the right to terminate the agreement within thirty days of the announcement of this change.

You still owe the fee for the month in which you cancel.

6.5 You authorize us to automatically debit all fees owed to us from your Investment Account.

6.6 If the contract ends then we calculate the management fee pro rata up to and including the last day of the month in which the contract ends.

7. Vive Custody B.V. keeps your Investments.

7.1 We use from a depository institution called Vive Custody B.V. (hereinafter "Custodian"). The Custodian is a separate company. The Custody Institution holds and administers your Investments.

7.2 The Custodian will ensure that Vive complies with the rules of asset segregation: in case of Vive going bankrupt, your Investments will not fall into Vive's estate.

7.3 You will enter into a separate agreement with the Custodian (and Vive). We call this agreement the Vive Custody B.V. Custody Institution Regulations (hereinafter "Regulations"). These Regulations govern the relationship between you, the Custody Institution and Vive. You can always find these Regulations in your personal area in our app and on our website.

You may vote 8.

8.1 Some Investments include the right to attend a meeting. Or to vote.

The Custodian is the legal owner of the Investments and has voting rights in that capacity.

8.2 The Custodian will not exercise its voting rights at investor meetings. As a Customer, you may request the Depository in writing to grant a voting proxy so that you can vote on your investments yourself. To use this voting proxy, you must contact Vive at support@viveapp.com.

9. How can you send us a message?

9.1 Would you like to send us a message? Then you can do so in two ways:

1) We can be reached through the chat on our website or in the app.

2) You send an e-mail to support@viveapp.com.

9.2 Do you still give us a message in another way? For example, by fax? Or by post? And do misunderstandings arise as a result? Or delays? Then that is your risk. You cannot give us investment instructions.

10. You consent to processing of personal data

10.1 You agree to us including your (personal) data in our customer registration.

This personal data includes, among other things, your name, address and place of residence, and the other data provided with or pursuant to this agreement.

10.2 Vive will keep such data confidential and will not make it available to third parties except in the following cases:

1) it is necessary to carry out transactions associated with this Agreement;

2) to comply with legal obligations.

10.3 The processing of personal data is subject to the General Data Protection Regulation (GDPR).

You consent to electronic information 11.

11.1 You will receive asset management information from us. You authorize us to send this information to you electronically. For example, by e-mail. Or to your personal environment in our app.

11.2 We expect and assume that you regularly monitor your personal area in our app so that you do not miss important information.

11.3 Information not intended for you personally is on our website www.viveapp.com.

So we don't need to send that information to you separately anymore. You may.

We have rules on conflicts of interest 12.

12.1 We have rules about how we avoid having a conflict of interest with our Clients or our Clients having a conflict of interest among themselves. Or a conflict of interest with ourselves, for example with companies that belong to us.

12.2 Is there nevertheless a conflict of interest? Then we also have rules on how we deal with this conflict of interest. You can find all these rules on our website www.viveapp.com. Would you like more information? Please let us know. Then we will give you more information.

13. You are responsible

13.1 The risks of asset management are entirely yours. If your Investments have become worth less and you sell your Investments, you will therefore receive less money. We are not responsible (liable) for this. You can read about when we are responsible in Article 16.

13.2 You are also responsible for notifying us immediately of any changes in your personal circumstances (see article 3 of these general terms and conditions).

14. We provide you with information

14.1 We provide you with information about asset management and the development of your Investments.

14.2 We make the following information available in your personal area in our app:

(a) Information about each investment order we have executed. This could be a purchase of an investment or a sale of an investment. Have we carried out multiple investment orders? Then we will send that information all at once. We do this no later than 1 day after the investment order is executed.

(b) Information about the asset management we do for you. For example, about the value of your Investments at that time and exactly which Investments you have. We send you this information every 3 months. We also send you information about the costs.

c) Information about how your Investments meet your preferences and objectives and thus are still suitable for you. We provide this information annually.

(d) Information about a loss of 10% of the total value of your portfolio as determined at the beginning of each reporting period or a multiple thereof. We will send this information no later than the end of the day on which this loss occurred. You agree that we will therefore not report to you a 10% decline in the value of each investment but only in the event that the total value of your portfolio declines by 10% (or more).

All this information is given to you in your personal environment in our app.

15. Always check our information

15.1 Have you received any information? For example, confirmations or statements? And is this information incorrect? Or do you disagree with an investment order we have carried out? For example, because you believe that it is not covered by the Investment Plan? Then you must let us know immediately. Do you not let us know within 5 days? Then we may assume that the information and related investment instructions we gave you were good.

15.2 If you do not notify us within 30 days after we have made the quarterly report available to you that you do not agree with it, we will assume that you are in agreement with the management conducted by us during that period.

15.3 Are you expecting a notice from us or should you know that you should get a notice from us? But you do not receive that message? Then you must let us know as soon as possible.

16. When are we responsible (liable) and when are we not?

16.1 Do you have a claim? Is that damage caused by our management? And are we seriously at fault for this or is it due to intent on our part? Only then are we responsible for it and must pay for that damage.

16.2 We are therefore not responsible for other damages. For example, if you have damage in the following situations:

1) If your claim results in other damages.

2) If you do not meet the goals you have for wealth management.

3) If we had to take measures that follow from the law or from the regulator, or due to special circumstances.

Force majeure

17.1 We are not responsible for damages if we cannot do what we should or have invested due to force majeure. What is force majeure? That is, for example, failure of systems, power failure, fire, or other circumstances beyond our control.

18. We may change our arrangements with you

18.1 We may always change our arrangements with you. For example, the rules we have made about how we execute investment orders to get the best possible result for you (order execution policy).

We will let you know via personal area in our app. Or we will send you a letter or email. The change will take effect immediately. Or on a date we have chosen. That date is never in the past.

We will not change your Investment Plan without consulting you.

18.2 Is a change detrimental to you? Then the change will only take effect 30 days after we have announced the change. Do you disagree with these changes? Then you can stop the contract. How you stop the contract is in Article 19 of these conditions. Do we not hear from you? Then you agree to those changes.

18.3 If a law imposes new requirements on our agreement that require the agreement with us to change, the change will take effect immediately. We do not need permission to do so.

19. When does your contract with us end?

19.1 Our contract does not have an end date.

19.2 You can stop the contract. We can also stop the contract. You can do so any day. However, you and also we must give one month's notice. This is always done by the end of a subsequent month. As long as there are funds or Investments in your Investment Account, we will calculate the fixed charges we receive from you on the last day of the month.

19.3 In some situations, we may choose to terminate the contract immediately or temporarily. No notice is then required. These are the following situations:

(a) If you apply for a moratorium (suspension of payments);

(b) If your bankruptcy is filed;

(c) If you are a business and it is dissolved;

(d) If the debt restructuring scheme applies to you;

(e) You die and we receive a certificate of inheritance or executorship and with it a request to stop managing;

f) If a receiver or trustee decides about your money and Investments;

g) If continuation of our relationship is no longer allowed by law, court or seriously damages our reputation;

h) If you refuse to cooperate to enable Vive to comply with regulations; to combat money laundering and other financial crime;

(i) If you are a US person; or

j) If you move to a country on the European Union sanctions list.

Have we temporarily stopped our work for you? Then if we can, we will consult with you, the trustee or administrator about whether the contract should stop.

19.4 Does the contract end? Then we stop investing for you. Did we already carry out an investment order? But has that investment order not yet been completed? Then that investment order will still be completed.

If the contract ends, we will liquidate your portfolio within two weeks and deposit the released money into the contra account known to us. If you still need to pay a fee to us, we will first offset it against the funds in your Investment Account. You may decide how we sell your Investments after the contract. You must let us know in good time. It must be easy to carry out and be completed within two weeks. Do you say nothing? Then we will decide as we see fit. This can mean that we sell all our investments on one day.

If your contra account is incorrect or no longer in your name and we still cannot reach you after 6 months to return your money, you authorize Vive to donate your money to charity.

Extradition

20.1 You cannot request delivery of Securities held by the Depository.

21. If we go bankrupt

21.1 We are covered by the investor compensation scheme. The bank we work with is also covered by the investor compensation scheme.

21.2 Your Investments are segregated from Vive through the Custodian. If we go bankrupt, your Investments and funds are outside the bankruptcy of Vive. Your Investments and funds are held by the Custodian. You will retain your claim against the Custodian in the event of Vive's bankruptcy.

Death 22.

22.1 If you, as a natural person, are the sole account holder or the sole director of the legal entity and you die, then (to the extent that no succession has yet been provided for) the scope of the asset management will be limited for one year after death to legal acts that - in our judgment - cannot be postponed without disadvantage.

This includes, for example, giving orders to the custodian bank to execute orders that seek to sell and close positions.

22.2 One year after death, the management mandate will automatically cease. We will sell or, if applicable, close your positions within a reasonable period of time prior to that time and deposit the proceeds in the contra account linked to the deposit.

23. Do you have a complaint?

23.1 Do you have a complaint or comment? If so, please let us know. How to do so is in your personal environment in the app and on our website www.viveapp.com.

23.2 Have you received a response to your complaint from us? And do you disagree with it? Then you can submit your complaint within three months to the Financial Services Complaints Institute (KiFiD), PO Box 93257, 2509 AG The Hague. You can also submit the complaint via www.kifid.nl.

You can find more information about the KiFiD on our website.

You can also go to court with your complaint.

Dutch language 24.

24.1 The contract containing these terms and conditions and all other information from us regarding asset management are in Dutch.

24.2 Have we received information about Investments that is in English? Then you will also receive that information in English. Do you not understand that information? Then let us know. Then we will explain it to you.

25. Dutch law shall apply

25.1 The contract and these terms and conditions shall be governed by Dutch law.

25.2 The District Court in Amsterdam shall have jurisdiction to resolve any disputes between us by judgment.