Vive Invest B.V. General Terms and Conditions

Please contact support@viveapp.com if you would like to be provided with the English Version of this document.

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General Terms and Conditions

Vive Invest B.V.

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1. Who do you make appointments with?

1.1 You make agreements with VIVE Invest B.V. (Vive).

1.2 Vive is licensed by the AFM and is registered in the AFM register. The AFM and DNB supervise all financial institutions, including Vive. Information about our registration in the AFM register is available 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 chat on our website or app.

2. What do we do for you?

2.1 You have asset management with us. That means that we invest for you. So you don't decide on your Investments yourself. We do that for you, and we do our best to invest for you in the best possible way. But it's still your money. Will your Investments be worth more? Then that profit is yours. Will your Investments become less valuable? Then the investment losses are yours too, and we are not responsible (liable) for them.

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

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

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

2.5 To invest for you, you authorize us to open and use your Investment Account. This is an (administrative) account that you will receive from the Depository, as described in article 7. We will only use your money and Investments to meet our obligations resulting from the Investment Plan agreed with you. We make an overview of the money and these Investments. That overview is in your personal environment in our app.

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

2.7 We do not provide credit. This means that we won't buy Investments for you if you don't have the money to do so.

2.8 We agree that you will not use the Investment Account yourself. So you cannot give us investment orders.

3. Your personal circumstances matter

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

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

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

c) Your goal. By that, we mean exactly what you want to achieve with asset management.

d) What risks you do want to take by investing and which risks you do not want to take.

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

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

By law or the company where they work, some people are not always allowed to invest. Does this apply to you? Then you can let us know. We can help you with this. But you are responsible for not breaking the law or these rules.

3.2 We assume that the information you have given us about your personal circumstances is accurate. We can also assume that you have provided us with the information we asked for. And that you also provide the information that you know is important to us. For example, if you know that you will have to sell your home soon and you may be left with a debt as a result. Or if you are getting married or getting divorced.

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

And is that why the information about your personal circumstances that we have received from you is no longer correct? Then you should let us know as soon as possible. You can make changes via your personal environment in our app. Then we will assess whether we need to change the Investment Plan. Are you not doing this or are you doing it too late? Then we are not responsible for the consequences.

Suppose you are getting divorced. Then this may mean that the Investment Plan must change. Aren't you telling us that you're getting divorced? Then the Investments that we make may no longer suit your new personal circumstances and you may no longer be able to bear an investment loss, for example.

3.4 We treat you as a private investor. So we won't treat you like a professional investor. Not even if you ask for it. We do this to protect you. Professional investors include banks or (other) asset managers, for example.

3.5 If your personal circumstances change that qualify you as a US person, you are obliged to report this to us. In that case, we are forced to terminate our services to you.

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

If one or more of the following situations apply to you, please inform us about this immediately:

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

(ii) you were born in the United States;

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

(iv) you have a U.S. home or postal address.

4. How do we carry out investment orders?

4.1 We have rules about how we execute investment orders (order execution policy). The order execution policy can be found on our website.

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

5. You take risks when you invest

5.1 There are risks associated with investing. An investment can be worth less money.

An investment can also no longer be worth money at all. There are different types of Investments that we can invest in. The most important information about this can also be found in your personal environment in our app and on our website www.viveapp.com.

Want more information? Then let us know. Then you will receive 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 should let us know immediately. We are 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 also understood this.

b) You understand that your Investments may be worth more or become less valuable. You can never be sure how much your Investments will be worth. If you have made a profit on your Investments in the past, that does not mean that this will happen in the future.

So you can also incur a loss. You also understand that Investments that have a chance of becoming extra valuable can also fall in value. Not only do you understand this, but you also accept it.

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

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

6. Your compensation for our management

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

6.2 These costs are listed in our cost overview, 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 will then collect the compensation for the new month before. So you pay afterwards. With the management fee, we pay, among other things, our operational costs, the custody costs for Vive Custody B.V., and costs of supervision by the AFM and DNB. These are the costs of supervision that they supervise us. And part of the fixed fee is ours.

2) Fund costs that may vary by portfolio.

3) One-time costs for incidental events, such as a transfer of value for 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 the event of an increase, you have the right to terminate the agreement within thirty days of the announcement of this change.

However, you still owe the compensation for the month in which you cancel.

6.5 You authorize us to automatically debit any fees you owe us from your Investment Account.

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

7. Vive Custody B.V. stores your Investments

7.1 We use a repository called Vive Custody B.V. (hereinafter: “Depository”). The Depository is a separate company. The Depository stores and administers your Investments.

7.2 The Depository ensures that Vive complies with the rules of asset separation: in the event that Vive should go bankrupt, your Investments will not fall into Vive's estate.

7.3 You are entering into a separate agreement with the Depository (and Vive). We call this agreement the Vive Custody B.V. Depository Regulations (hereinafter: “Regulations”). These Rules govern the relationship between you, the Depository and Vive. You can always find these rules in your personal environment in our app and on our website.

8. You can vote

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

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

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

9. How can you send us a message?

9.1 Do you want to send us a message? Then you can do this in two ways:

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

2) You send an email to support@viveapp.com.

9.2 Are you still sending us a message in another way? For example by fax? Or by mail? And does that cause misunderstandings, for example? Or delays? Then that is your risk. You cannot give us investment orders.

10. You consent to the processing of personal data

10.1 You agree that we include your (personal) data in our customer registration.

This personal data includes your name, address and place of residence details, and other information provided under or in connection with this agreement.

10.2 Vive will treat this information confidentially and will not make it available to third parties, except in the following cases:

1) it is necessary to carry out transactions that are part of this agreement;

2) to comply with legal obligations.

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

11. You consent to electronic information

11.1 You will receive information about asset management from us. You give us permission to send this information to you electronically. For example, by email. Or to your personal environment in our app.

11.2 We expect you and assume that you regularly monitor your personal environment in our app so that you don't miss important information.

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

So we don't have to send you that information separately. That's okay.

12. We have rules about conflicts of interest

12.1 We have rules about how we prevent a conflict of interest with our Customers or our Customers from 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 a conflict of interest after all? 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. Want more information? Then let me know. Then we will give you more information.

13. You are responsible

13.1 The risks of asset management are all yours, so if your Investments have fallen in value and you sell your Investments, you will receive less money. We are not responsible (liable) for this. If we are responsible, please read article 16.

13.2 You are also responsible for informing us of changes in your personal circumstances immediately (see article 3 of these 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 our app in your personal environment:

a) Information about each investment order that we have executed. This can 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 has been executed.

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

c) Information about how your Investments meet your preferences and goals and are therefore 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 start of each reporting period or multiple thereof. We will send that information no later than the end of the day on which this loss occurred. You agree that we will therefore not report a 10% decline in the value of each investment, but only if the total value of your portfolio decreases by 10% (or more).

You get all this information in your personal environment in our app.

15. Always check our information

15.1 Did you receive information? For example, confirmations or overviews? And is this information incorrect? Or do you disagree with an investment assignment that we have carried out? For example, because you think it does not fall under the Investment Plan? Then you must let us know immediately. Aren't you going to let us know within 5 days? Then we can assume that the information and associated investment instructions that we have given you were good.

15.2 If you do not let us know that you disagree with this within 30 days of us providing you with the quarterly report, we will assume that you agree with our management during that period.

15.3 Are you expecting a message from us or should you know that you should receive a message from us? But aren't you getting that message? Then you should let us know as soon as possible.

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

16.1 Do you have damage? Is that damage caused by our management? And are we seriously to blame for this or is it intentionally on our part? Only then are we responsible for this and have to pay for that damage.

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

1) If your damage results in other damage.

2) If you don't meet your asset management goals.

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

17. Force majeure

17.1 We are not responsible for damage if, due to force majeure, we are unable to do what we should or have invested. What is force majeure? This is, for example, a failure in systems, a power failure, fire, or other circumstances that are beyond our control.

18. We can change our agreements with you

18.1 We may change our agreements with you at any time. For example, the rules we have made about how we execute investment orders in order to achieve the best possible result for you (order execution policy).

We will let you know via the personal environment in our app. Or we'll send you a letter or an email. The change takes effect immediately. Or on a date that we have chosen. That date is never in the past.

We will not change your Investment Plan without consulting you.

18.2 Does a change affect 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 terminate the contract. How to terminate the contract is set out in article 19 of these terms. Are we not hearing from you? Then you agree to those changes.

18.3 If a law sets new requirements for our agreement that require the agreement with us to change, that change takes effect immediately. We do not need permission for this.

19. When does your contract with us end?

19.1 Our contract has no end date.

19.2 You can terminate the contract. We can also terminate the contract. This is possible every day, but you and we must give one month's notice. This always happens at the end of a subsequent month. As long as there are funds or Investments in your Investment Account, we calculate the fixed costs 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 period is then required. This concerns the following situations:

a) If you request a deferral of payment (suspension of payment);

b) If your bankruptcy is filed;

c) If you are a company that is being dissolved;

d) If the debt restructuring scheme applies to you;

e) You die and we receive a certificate of inheritance or enforcement, asking us to stop managing it;

f) When a trustee or administrator decides about your money and Investments;

g) If continuing 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 that is included in the European Union sanctions list.

Have we temporarily stopped working for you? Then, if possible, we will discuss with you, the curator or administrator whether the contract should end.

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

If the contract ends, we will liquidate your portfolio within two weeks and deposit the released money into the counteraccount known to us. If you still have to pay a fee to us, we will first set it off with the funds in your Investment Account. You can decide how we sell your Investments after the contract. You must let us know in good time. However, it must be easy to carry out and can be completed within two weeks. Don't you say anything? Then we decide at our own discretion. This may mean that we sell all Investments immediately in 1 day.

If your counter-account is incorrect or no longer in your name and we are still unable to reach you to refund your money after 6 months, authorize Vive to donate your money to charity.

20. Extradition

20.1 You cannot request the extradition 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 also falls under the investor compensation scheme.

21.2 Your Investments are separated from Vive via the Depository. If we go bankrupt, your Investments and funds are excluded from Vive's bankruptcy. Your Investments and funds are held by the Depository. In the event of Vive's bankruptcy, you retain your claim against the Depository.

22. Death

22.1 If, as a natural person, you are the sole account holder or the sole director of the legal entity and you die, the scope of asset management for one year after the death will be limited to legal acts that - in our opinion - cannot be postponed without disadvantage.

This includes, for example, giving orders to the depositary to execute orders intended to sell and close positions.

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

23. Do you have a complaint?

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

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

You can find more information about KiFiD on our website.

You can also go to court with your complaint.

24. Dutch language

24.1 The contract with these terms and all other information from us about 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 me know. Then we'll explain it to you.

25. Dutch law applies

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

25.2 The court in Amsterdam has jurisdiction to resolve any disputes between us by issuing a judgment.