Maa kasutustasu alghind tuuleenergia tootmisel

1

ABCD

The Engagement Letter for advisory services

We are writing to confirm the terms of the engagement by Riigimetsa Majandamise

Keskus (RMK), (registry code: 70004459) (“the Client”) of KPMG Baltics OÜ

(“KPMG” or “us”) to deliver advisory services to you.

1 Scope of the Services

KPMG offers to perform market analysis and deliver a report on the applicable market

practice related to the rights of use fees (land lease) in operating stage of on-shore wind

parks. More specifically, this report will include:

• a high-level overview of the usually-applied process and land lease (use fee)

structure throughout on-shore wind park development process;

• overview of land lease (use fees) levels applied in different cases in the region*;

• assessment of the observations (including explanation of the assessment and data

collection and analysis process);

• conclusion on what is the appropriate operating period annual land lease (use

fee) applicable for on-shore wind parks located in the region as (i) % of revenue,

and (ii) EUR / MWh;

• recommendations for changing the operating period land lease (use fee) during

the contract period;

• other high-level recommendations on the planned land lease (use fee) structure

for the operating period planned by RMK**.

* Please note that the precise terms related to land lease in on-shore wind projects are

often commercially sensitive and confidential. Therefore, the individual case-level

information may not always be available. We expect that some information may be

reported only on some aggregation basis.

** We would like to highlight that the described fee structure for operating period as

planned by RMK may differ from the approach used in the market.

2 Deliverables

As a result of the works performed, we will submit a market analysis report in English in .pdf format.

Under this engagement letter we may also provide services to you by phone and/or e-

mail.

3 Timetable

We will start the works right after the signing of the engagement letter. Within 7 working

days of signing the engagement letter, we will deliver a draft report. We will finalize the

report within 3 working days after receiving your comments. If we do not receive your

comments within 3 working days after issuing the draft report, we will assume that the

client has no comments and we will issue the draft report as the final report.

The timing of our work and its performance will be dependent on all relevant information

and documentation and access to personnel being made available to us promptly as and

2

ABCD

when required by us. We shall use all reasonable endeavours to meet any agreed

timetable.

4 KPMG resources

This engagement will be led by Hanno Lindpere and day to day operation will be the

responsibility of Dainis Bass and Sten Aan. We may appoint other KPMG Persons in the

delivery of our services under this letter.

For your side Jaarek Konsa ([email protected]) will be the contact person.

5 Our charges

For this engagement we will charge a fixed fee of EUR 14 500, plus VAT.

In the event of other consulting services or early termination of our engagement, our

normal hourly rates 150 EUR/h will apply.

We may invoice you after handing over the report. Our invoices are payable within 7

calendar days of date of issuance.

6 Terms of Business

We accept this engagement on the basis that our General Terms of Business, as set out in

Appendix 1, will apply to this work and govern our relationship with you.

Please confirm your agreement to and acceptance of the terms of this letter and the

attachment[s] by signing and returning to us the enclosed copy. In connection with the

clause 36 on our General Terms of Business we ask you to add a copy of your passport,

driving licence or identification card to the signed contract.

If there are any aspects that you wish to discuss, please let us know.

Kind regards,

Hanno Lindpere

Partner, KPMG Baltics OÜ

ATTACHED:

(1) General Terms of Business

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ABCD

I have read and understood the terms and conditions of this letter and attachment[s] and I

agree to and accept them.

Name: Jaarek Konsa

Position: Head of the Department of Development and Climate

Address: Mõisa 3, Sagedi küla, Haljala vald, 45403 Lääne-Viru maakond

Signed: /digitally signed/

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GENERAL TERMS OF BUSINESS

These General Terms of Business apply to the delivery of services by

KPMG to a client pursuant to a letter enclosing these General Terms

of Business and recording the engagement (“the Engagement

Letter”).

Definitions

The meanings of the following words and phrases which are widely

used in these General Terms of Business shall be as set out below:

Services mean the services to be delivered by us under the

Engagement Letter.

KPMG or we (or derivatives) means the KPMG contracting party as

identified by the Engagement Letter.

Engagement Team means, collectively or individually, KPMG

Persons (excluding corporate bodies, entities or firms) who is or are

involved in delivering the Services.

You (and derivatives) means the addressee (or addressees) of the

Engagement Letter.

Services Contract means the contract formed by the Engagement

Letter and these General Terms, together with any appended

documents or other terms applicable to the Services (“Additional

Terms”).

KPMG Persons means the KPMG contracting party, each and all of

our partners, members, directors, employees and agents, as the case

may be, together with any other body or entity controlled by us or

owned by us or associated with us and each and all of its partners,

members, directors, employees and agents and “KPMG Person”

shall mean any one of them.

Other KPMG Person(s) means, collectively or individually, KPMG

Persons who are not members of the Engagement Team.

Other Beneficiaries means any and each person or organization

identified in the Engagement Letter (other than you) as a beneficiary

of the Services or any product thereof.

These definitions shall apply wherever used in the Services Contract.

Our services

1. The Engagement Letter shall set out the Services to be delivered

by us and associated matters. These General Terms of Business

shall be subject to variation if required in the Engagement Letter.

2. The Services shall be delivered with reasonable skill and care.

3. Where individuals to be involved in delivering the Services are

named in the Engagement Letter, we shall use reasonable

endeavours to ensure that they are so involved. We may

substitute those identified for others of equal or similar skills but

we shall consult you before doing so.

4. We may supply written advice or confirm oral advice in writing

or deliver a final written report or make an oral presentation on

completion of the Services. Prior to completion of the Services

we may supply oral, draft or interim advice or reports or

presentations but in such circumstances our written advice or our

final written report shall take precedence.

No reliance shall be placed by you on any draft or interim advice

or report or any draft or interim presentation. Where you wish to

rely on oral advice or on an oral presentation made on

completion of the Services, you shall inform us and we shall

supply documentary confirmation of the advice concerned.

5. We shall not be under any obligation in any circumstances to

update any advice, report or any product of the Services, oral

or written, for events occurring after the advice, report or

product concerned has been issued in final form.

Confidentiality and data protection

6. We may acquire sensitive information concerning your business

or affairs in the course of delivering the Services (“Confidential

Information”). We shall preserve the confidentiality of

Confidential Information and we shall not disclose it beyond the

Engagement Team unless permitted by you or by this clause. We

shall comply with the confidentiality standards imposed by any

authority in the Republic of Estonia with whose requirements

KPMG are bound to comply, as well as any obligations imposed

on KPMG by Estonian law. Information relating to you, to our

relationship with you, and to the Services, including Confidential

Information, may be shared by us with Other KPMG Persons , and

may be accessed by other parties who facilitate the administration

of our business or support our infrastructure. We may remove, or

arrange the removal of, names and any other identifiers from

Confidential Information and then use such anonymized

information for lawful purposes chosen at our discretion. We shall

remain responsible for preserving confidentiality if Confidential

Information is shared with Other KPMG Persons or accessed by

such other parties.

This clause shall not apply where Confidential Information

properly enters the public domain or where KPMG wish to

disclose it to their professional indemnity insurers or advisers. This

clause shall also not apply in relation of disclosure of information

between KPMG Persons employed by or acting on behalf of

different legal entities in the Republic of Estonia.

For the purposes of marketing or publicising or selling our services

we may wish to disclose that we have performed work (including

the Services) for you, in which event we may identify you by your

name and we may indicate only the general nature or category of

such work (or of the Services) and any details which have properly

entered the public domain.

7. You agree to the collection and processing of your personal data

to the extent and pursuant to the procedure provided for by the law

and KPMG according to the Additional Terms on Data Protection.

The personal data shall include the name of the individual and data

allowing identifying the individual, including the individual’s

contact details (e-mail address and telephone number). The

personal data shall be processed for collecting, analysing and

summarising data pertaining clients, introducing and selling

KPMG’s services, and sending invitations to KPMG’s client

events and training courses. The data may be communicated only

to member firms of the KPMG international network. We will not

disclose or communicate the data referred to in this article to third

persons unless required to do so by the law. We will be the chief

processor of the data. You may change and update your personal

data or demand that the processing of your personal data for the

purposes specified in this article should be discontinued.

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Reliance on Advice

8. Any product of the Services released to you in any form or

medium shall be supplied by us on the basis that it is for your

information only. The Services shall be delivered on the basis

that you shall not quote our name or reproduce our logo in any

form or medium without our prior written consent. You may

disclose in whole any product of the Services to your legal and

other professional advisers for the purposes of your seeking

advice in relation to the Services, provided that when doing so

you inform them that

a. disclosure by them (save for their own internal

purposes) is not permitted without our prior written

consent, and

b. to the fullest extent permitted by law we accept no

responsibility or liability to them in connection

with the Services.

If the release of the product of the Service is required by law or

by a competent regulatory authority in which case you shall

inform us in advance in writing.

9. Any advice, opinion, statement of expectation, forecast or

recommendation supplied by us as part of the Services shall not

amount to any form of guarantee that we have determined or

predicted future events or circumstances.

Ownership

10. We shall retain ownership of the copyright and all other

intellectual property rights in the product of the Services,

whether oral or tangible, and ownership of our working papers.

You shall acquire ownership of any product of the Services in its

tangible form on payment of our Charges for any such product.

For the purposes of delivering services to you or other clients,

KPMG, the Engagement Team and other KPMG Persons shall

be entitled to use, develop or share with each other knowledge,

experience and skills of general application gained through

performing the Services.

Our charges

11. We shall render invoices in respect of the Services comprising

fees, outlays and VAT thereon (where appropriate) (“our

Charges”). Details of our Charges and any special payment

terms shall be set out in the Engagement Letter. Our fees shall

be based on the degree of responsibility of our partners,

members, directors, employees or agents, as the case may be,

involved in delivering the Services, their skill and time spent by

them in performing them and the nature and complexity of them.

Outlays will include both directly incurred costs and an amount,

equal to 3.0% of the value of time, to cover incidental expenses

which are not charged directly to the engagement. Our Charges

may differ from estimates or quotations that may have been

supplied, which shall be provisional only.

There may however be occasion where our charges are made by

reference to factors other than on a time spent basis, such as

monetary value, urgency, the use of research and knowledge

developed with KPMG.

12. In return for the delivery of the Services by us, you shall pay

our Charges (without any right of set-off), on presentation of

our invoice or at such other time as may be specified in the

Engagement Letter.

12.1. We may charge interest on any outstanding balances at a rate

of 0,05% per every day in delay (this rate applying after as well

as before any court award or judgement in our favor in respect

of outstanding balances).

12.2. We have a right to suspend our under the Services Contract if

you are in delay in paying our invoices more than 30 calendar

days.

12.3. If the Services Contract is terminated or suspended, we shall be

entitled to payment for outlays incurred to that time and to

payment of fees for work done, plus VAT thereon (where

appropriate). Our fees for work done shall in this event be

calculated by reference to our hourly rates at the time of

performance of our work on the basis set out in clause 11.

12.4. Where there is more than one addressee of the Engagement

Letter, unless provision is made in the Engagement Letter for

payment of our Charges by one of you or by a third party, all

of you shall each be fully liable separately to pay our Charges

as well as being so liable together as a group and we shall be

entitled to call upon any of you and all of you for payment in

full.

12.5. If we are required by any court or regulatory body to provide

information or to produce documents relating in any way to the

Services, in any proceedings or forum in which we are not a

party or participant, you shall pay our costs incurred in

responding to any such requirement at our standard rates

applicable at the time of responding, together with outlays

including legal expenses, and VAT thereon (where

appropriate).

Your responsibilities

13. Notwithstanding our duties and responsibilities in relation to

the Services, you shall retain responsibility and accountability

for managing your affairs, deciding on what to do after

receiving any product of the Services, implementing any

advice or recommendations provided by us, and realizing any

benefits requiring activity by you.

14. Where you require us or the nature of the Services is such that

it is likely to be more efficient for us to perform work at your

premises or using your computer systems or telephone

networks, you shall ensure that all arrangements are made for

access, security procedures, virus checks, facilities, licenses or

consents as may be required (without cost to us).

Information

15. To enable us to perform the Services, you shall supply

promptly all information and assistance and all access to

documentation in your possession, custody or under your

control and to personnel under your control where required by

us. If we request you to send us information or documentation

by electronic means, you will present it in common fail formats

(MS Office) or any other format indicated by us. You shall use

your best endeavours to procure these supplies where not in

your possession or custody or under your control. You shall

inform us of any information or developments which may

come to your notice and which might have a bearing on the

Services.

16. We may rely on any instructions or requests made or notices

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given or information supplied, whether orally or in writing, by

any person whom we know to be or reasonably believe to be

authorized by you to communicate with us for such purposes

(“an Authorized Person”).

We may communicate with you by electronic mail where an

Authorized Person wishes us to do so, on the basis that in

consenting to this method of communication you accept the

inherent risks (including the security risks of interception of or

unauthorized access to such communications, the risks of

corruption of such communications and the risks of viruses or

other harmful devices) that to the extent permitted by law we

may intercept such communications in order to monitor them for

internal compliance or other statutory purposes, and that you

shall perform virus checks. We may at your request send

documents to an electronic storage facility hosted or controlled

by you or at your direction, in which event you shall be

responsible for security and confidentiality at such facility.

17. We may receive information from you or from other sources in

the course of delivering the Services.

To the fullest extent permitted by law, we shall not be liable to

you for any loss or damage suffered by you arising from fraud,

misrepresentation, withholding of information material to the

Services or other default relating to such material information,

whether on your part or that of the other information sources,

unless such fraud, misrepresentation, withholding or such other

default is evident to us without further enquiry.

18. Where the Services are provided in relation an individual’s own

affairs, the Client shall notify KPMG of all employments and

directorships with any SEC listed entity held by the individuals,

their spouse, their spousal equivalent and any dependents,

including a general description of the role performed. The Client

shall also notify KPMG as a priority of any changes to this

information, promptly as and when the changes occur.

Knowledge and conflicts

19. In clauses 19 to 24 “Barriers” means safeguards designed to

facilitate the protection of each client’s interests and may

include (for example): separate teams, their geographical and

operational separation and/or access controls over data,

computer servers and electronic mail systems

20. The Engagement Team shall not be required, expected or

deemed to have knowledge of any information known to Other

KPMG Persons which is not known to the Engagement Team.

21. The Engagement Team shall not be required to make use of or

to disclose to you any information, whether known to them

personally or known to Other KPMG Persons, which is

confidential to another client.

22. KPMG Persons may be delivering services to, or be approached

to deliver services to, another party or parties where who has or

have interest which compete or conflict with yours

(“Conflicting Party” or “Conflicting Parties”). KPMG

Persons are and shall remain free to deliver services to

Conflicting Parties, except that where the interests of the

Conflicting Party conflict with yours specifically and directly in

relation to the subject matter of the Services: the Engagement

Team shall not deliver services to the Conflicting Party; and

Other KPMG Persons may only deliver services to the

Conflicting Party where appropriate Barriers are put in place.

The effective operation of such Barriers shall constitute

sufficient steps to avoid any real risk of a breach of our duty of

confidence to you.

23. We seek to identify Conflicting Parties in the circumstances set

out in clause 22. If you know or become aware that a KPMG

Person is advising or proposing to advise such a Conflicting

Party, you shall inform us promptly.

24. Where a party has engaged us to deliver services before you

have done so and subsequently circumstances change, we may

consider that, even with Barriers operating, your interests are

likely to be prejudiced and we may not be satisfied that the

situation can be managed. In that event we may have to

terminate the Services Contract and we shall be entitled to do

so on notice taking effect immediately on delivery but we shall

consult you before we take that step.

The Services Contract

25. The Services Contract sets out the entire agreement and

understanding between us in connection with the Services and

supersedes any prior agreements, understandings,

arrangements, statements or representations relating to the

Services. Any modifications or variations to the Services

Contract must be in writing and signed by an authorized

representative of each of us. In the event of any inconsistency

between the Engagement Letter and any other elements of the

Services Contract, the Engagement Letter shall prevail. In the

event of any inconsistency between these General Terms of

Business and Additional Terms that may apply, the Additional

Terms shall prevail.

For the avoidance of doubt, the terms of this agreement shall

apply to all work carried out by KPMG in connection with the

Services and not otherwise covered by a previous client

agreement prior to the countersignature of this agreement.

Third party rights

26. The Services Contract shall not create or give rise to, nor shall

it be intended to create or give rise to, any third party rights.

No third party shall have any right to enforce or rely on any

provision of the Services Contract which does or may confer

any right or benefit on any third party, directly or indirectly,

expressly or impliedly. The application of any legislation

giving to or conferring on third parties contractual or other

rights in connection with the Services Contract shall be

excluded. No KPMG Person shall be deemed to be a third party

for the purposes of this clause.

Circumstances beyond your or our control (force majeure)

27. Neither of us shall be in breach of our contractual obligations

nor shall either of us incur any liability to the other if we or you

are unable to comply with the Services Contract as a result of

any cause beyond our or your reasonable control. In the event

of any such occurrence affecting one of us, that one shall be

obliged as soon as reasonably practicable to notify the other,

who shall have the option of suspending or terminating the

operation of the Services Contract on notice taking effect

immediately on delivery.

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Waiver, assignment and subcontractors

28. Neither of us shall have the right to assign the benefit (or transfer

the burden) of the Services Contract to another party without the

written consent of the other of us.

29. Subject to clause 28, we shall have the right to appoint

subcontractors to assist us in delivering the Services but where

any such subcontractors are not KPMG Persons we shall consult

you before doing so. Where we appoint subcontractors under

this clause, we may share Confidential Information with them

and for all purposes in connection with the Services Contract we

shall accept responsibility for their work which shall be deemed

to be part of the Services.

Limitations on our liability

30. KPMG shall be responsible for any loss or damage suffered by

you arising out of or in connection with this Services Contract

when the loss is caused by KPMG’s gross negligence or willful

default.

31. In any event, the aggregate liability to you and to Other

Beneficiaries of each and all KPMG Persons shall be limited to

the amount or on such alternative basis (if any) as may be

specified in the Engagement Letter, or if no amount and no

alternative basis are specified there, to the amount of 1 times the

fees paid to us in accordance with the terms of the Engagement

Letter on the basis set out in this clause.

32. If you breach any of your obligations under the Services Contract

and there is any claim made or threatened against us by a third

party, you shall compensate us and reimburse us for and protect

us against any loss, damage, expense or liability incurred by us

which results from or arises from or is connected with any such

breach and any such claim. If any payment is made by you under

this clause you shall not seek recovery of that payment from us

at any time. In this clause “us” shall include all KPMG Persons

and “you” shall include Other Beneficiaries.

Termination

33. The Services Contract will come to force upon signing and will

be concluded for indefinite term unless otherwise is stated in the

Engagement Letter.

34. Each of us can terminate the Services Contract or suspend its

operation by giving 30 days’ prior notice in writing to the other

at any time. Termination or suspension under this clause shall be

without prejudice to any rights that may have accrued for either

of us before termination or suspension and all sums due to us

shall become payable in full when termination or suspension

takes effect.

Money laundering and other criminal activity

35. KPMG observes the obligations set forth in the Money

Laundering and Terrorist Financing Prevention Act and other

legislation passed on the basis of the Act including the

regulations issued by the professional association as well as the

international money laundering and terrorist financing

prevention legislation and the anti-money laundering and

counter terrorist financing rules established within the KPMG

international network, and exercises the rights arising from the

above legislation and regulations including the application of the

due diligence measures, the collection and retention of personal

and transaction data as required by applicable legislation and the

refusal of services or the discontinuance of business relations in

the cases provided for in applicable legislation.

36. You shall supply information in response to our enquiries (if

any) to enable us to comply with our statutory responsibilities

to make disclosures to relevant authorities in respect of money

laundering and any other criminal activity that we may

encounter during performance of the Services and any such

disclosures may include Confidential Information.

Notices

37. Any notice delivered under the Services Contract shall be in

writing and delivered electronically or by fax or pre-paid first

class post (or pre-paid overseas equivalent) to our respective

addresses appearing in the Engagement Letter. Notices shall be

deemed to have received after the party confirms to have

received it, e-mail or fax is delivered or seven days has passed

after sending pre-paid first class post.

Severability

38. Each clause or term of the Services Contract constitutes a

separate and independent provision. If any of the provisions of

the Services Contract are judged by any court or authority of

competent jurisdiction to be void or unenforceable, the

remaining provisions shall continue in full force and effect.

Capacity

39. You agree to and accept the provisions of the Services Contract

on your own behalf and as agent for Other Beneficiaries. You

shall procure in such circumstances that any Other

Beneficiaries shall act on the basis that they are a party to the

Services Contract, as if they had each signed a copy of the

Engagement Letter and agreed to be bound by it. However, you

alone shall be responsible for payment of our charges.

Law and jurisdiction

40. The Services Contract shall be subject to and governed by

Estonian law and all disputes arising from or under the

Services Contract shall be subject to the exclusive jurisdiction

of the Estonian courts.

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ADDITIONAL TERMS ON DATA PROTECTION

These Additional Terms on Data Protection (“Additional Terms”)

apply to processing of personal data by KPMG Baltics OÜ and/or its

subsidiaries (“KPMG”) in connection with delivery of Services to a

client (“Client”) pursuant to the Engagement Letter and the General

Terms of Business agreed upon between KPMG and Client (together

“Parties”), supplementing such Engagement Letter and General Terms

of Business, unless otherwise agreed by the Parties.

Definitions

Definitions set out by the General Terms of Business shall have the

same meaning in these Additional Terms. Definitions set out by the

General Data Protection Regulation (Regulation (EU) 2016/679 of the

European Parliament and of the Council, “the GDPR”) shall have the

same meaning in these Additional Terms.

Data processing roles

1. KPMG as audit firm is subject to the Estonian Auditing Act (RT I

2010, 9, 41) and other applicable legislation as well as the

international standards on auditing and code of ethics for

professional accountants when providing statutory audit services.

An auditor is by law under a professional obligation to act

independently of the audited entity. KPMG as auditor determines

the nature and purpose of the processing of personal data received

from its clients in connection with a statutory audit or other

statutory duties of an auditor. Therefore, regarding the personal

data received from an audit client in connection with a statutory

audit, or other statutory duties of an auditor, KPMG is the data

controller.

2. When providing services other than those set out in clause 1,

KPMG is data controller of Client’s personal data processed by

KPMG in connection with the Services, unless otherwise

determined in the Engagement Letter (or otherwise in writing) by

the Parties.

Obligations of KPMG as data controller

3. Where KPMG is data controller, it shall comply with the

obligations of data controller set out by the GDPR as of the

GDPR’s entry into force on May 25, 2018, and comply with other

data protection legislation applicable to KPMG as data controller.

4. Where KPMG is data controller, it shall use personal data in the

manner and for the purposes set out in its privacy notice, available

on its website at

https://home.kpmg.com/xx/en/home/misc/privacy.html. It is

recommended that Client bring the aforementioned privacy notice

to the attention of its personnel.

Obligations of Client as data controller

5. Client shall comply with all of its respective obligations under the

applicable data protection legislation in relation to the Processing

of Personal Data.

Personal data processed by KPMG on behalf of Client

6. Where KPMG is data processor, personal data processed by KPMG

on behalf of Client may in general include names, phone numbers,

email addresses, and titles of Client’s personnel (unless otherwise

agreed by the Parties), processed by KPMG for the purpose of and

in the scope and manner necessary for the provision of the Services

described in the Engagement Letter and for the duration of the

Engagement Letter, unless otherwise required by applicable law

or agreed between the Parties.

Obligations of KPMG as data processor

7. Where KPMG is data processor of Client’s personal data, KPMG

shall

a. process Client’s personal data in accordance with the

obligations of data processor set out by the GDPR and

other applicable data protection laws;

b. process Client’s personal data only on documented

instructions from Client exhaustively provided in the

Engagement Letter and appendices thereto (unless

otherwise agreed by the Parties), unless such

instructions infringe applicable law, in which case

KPMG shall notify Client in writing;

c. ensure that persons authorised to process Client’s

personal data are under obligations of confidentiality;

d. implement appropriate technical and organisational

measures defined by KPMG to ensure a level of security

appropriate to the risks of processing of Client’s

personal data;

e. assist Client by appropriate technical and organisational

measures, insofar as this is possible, for the fulfilment

of the data controller’s obligation to respond to requests

for exercising the data subject’s rights laid down in the

GDPR;

f. assist Client in ensuring compliance with the obligations

pursuant to Articles 32 to 36 of the GDPR, taking into

account the nature of processing and the information

available to KPMG. KPMG reserves the right to charge

Client its reasonable costs in providing this assistance;

g. upon request of and at the choice of Client, delete or

return all Client’s personal data to Client after the end of

the provision of Services relating to the processing of

personal data under the Engagement Letter, and delete

existing copies (to the extent technically possible)

unless law, regulation or professional standard

applicable to KPMG require storage of personal data;

h. at the request of Client and within a reasonable

timescale make available to Client all information

necessary to demonstrate compliance with the

obligations laid down in this clause 7;

i. notify Client without undue delay after becoming aware

of a personal data breach relating to personal data

processed under the Engagement Letter.

Auditing

8. Where KPMG is data processor, KPMG shall, upon reasonable

prior written notice and in a manner agreed upon by the Parties,

and only insofar as professional confidentiality requirements are

complied with, allow for and contribute to audits conducted by the

data controller or another auditor mandated by the data controller

(such auditor not being a direct competitor of data processor), such

audits comprising of i) review and inspection of data processor’s

relevant information security policies and other relevant

documentation describing safeguards established to protect

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personal data at a data processor owned operations location as

mutually agreed or via remote viewing technology, and/or (ii)

discussions with relevant personnel of data processor responsible

for information security, data handling and engagement delivery

about data processor’s information security program and

safeguards established to protect personal data.

Sub-processing

9. Where KPMG is data processor, Client hereby permits the sub-

processing of personal data by KPMG provided that such sub-

processor is subject to contractual terms not materially less

onerous than those set out in these Additional Terms and otherwise

in compliance with applicable data protection legislation.

Transfers of personal data

10. Where KPMG is data processor, KPMG shall not transfer any

personal data to any country outside of the European Economic

Area unless the transfer is made (i) to any country considered as a

place giving an appropriate level of protection by the EU

Commission or (ii) subject to such other data transfer mechanism

or protections as are approved and accepted by the applicable data

protection legislation from time to time.

Other conditions for personal data processing

11. Client acknowledges that, where relevant, in order to benefit from

certain added value services (such as online tools and systems that

will facilitate the administration of the Services) it, and its

affiliates, employees, officers and other individuals, may have to

consent to additional conditions, terms of use and/or privacy

policies issued by KPMG (or the other members of the

independent network of firms known as KPMG) from time to

time.

Liability

12. The terms and conditions of the Engagement Letter and the General

Terms of Business regarding liability and limitation of liability

also apply to these Additional Terms. Notwithstanding anything

to the contrary in the Engagement Letter and the General Terms

of Business or herein, the Parties agree that each party will be

solely liable for any administrative fines or sanctions imposed on

it by a competent court or a supervisory authority or any similar

competent regulatory authority responsible for the enforcement of

applicable data protection legislation in any country or territory,

as a result of a decision of such court or authority concluding that

the party has not complied with the requirements or obligations

arising from the applicable legislation.

Order of precedence

13. In the event of any conflict between these Additional Terms and

the Engagement Letter or the General Terms of Business, these

Additional Terms shall prevail.