Client Protection Policy

1. Distribution Model

Mentor Water Technologies (“MWT”) operates exclusively through authorized professional consultants, dealers, distributors, integrators, and commercial partners. MWT does not actively market, solicit, or independently sell directly to end clients introduced through its partner network without the involvement of the originating partner, except where direct participation is required for technical, regulatory, strategic, enterprise-level, or project-support purposes.

All partner-introduced accounts are managed through MWT’s internal CRM protection system in order to maintain transparency, commercial fairness, and long-term partner relationships.

2. Definition of a Protected Account

A protected account is defined as an account/client for which the dealer, distributor, or commercial partner can demonstrate active and verifiable commercial engagement related to Mentor Water Technologies products through documented commercial transactions.

In order for an account to qualify for protection, the partner must provide at least one of the following documents:

• Purchase Order (PO)

• Commercial Invoice

The documentation must clearly relate to Mentor Water Technologies products, models, or commercial projects.

MWT reserves the right to request additional supporting information when necessary in order to validate the commercial relationship.

3. CRM Registration & Account Approval

Account protection becomes valid only after the account has been formally reviewed, approved, and registered within MWT’s CRM system. Submission of documentation alone does not automatically guarantee account protection, exclusivity rights, or account ownership.

In cases where multiple partners submit or claim the same account, MWT shall review the timing of the submission, supporting documentation, documented commercial activity, purchase history, and the overall status of the commercial relationship before issuing a final written determination regarding account protection status.

MWT CRM registration records, supporting commercial documentation, and internal review results shall serve as the primary basis for determining account ownership and protection eligibility.

MWT reserves the right to approve, reject, limit, suspend, revoke, or modify account protection status where commercially justified, including in cases involving inactivity, insufficient documentation, overlapping claims, compliance concerns, payment issues, or breach of MWT commercial policies.

 4. Scope of Account Protection

Protected account status applies only to:

• The specific legal entity

• The specific branch, division, or subsidiary involved

• The specific commercial opportunity related to the submitted documentation

Protection does not automatically extend to:

• Parent companies

• Sister companies

• Affiliates

• Subsidiaries in other countries

• Future projects not directly documented and approved

Each additional entity or opportunity must be separately submitted and approved by MWT.

 5. Protection Period

Protected account status remains valid for six (6) months from the date of the most recent verified commercial transaction related to the account.

If no additional purchase activity occurs within six (6) consecutive months, the account protection may be subject to expiration following internal review by MWT. However, MWT may, at its discretion, extend the protection period in cases where the partner can demonstrate ongoing and active commercial development of the account, including enterprise negotiations, hospital evaluations, tender participation, certification processes, infrastructure projects, or other long-term commercial activities.

Following expiration of the protection period, MWT will not directly approach or solicit the account. However, if the same account is independently introduced or commercially developed by another authorized partner, dealer, or distributor, MWT reserves the right to support and conduct business through the newly introducing partner.

 6. Active Commercial Development Requirement

Account protection remains subject to active and ongoing commercial development. MWT reserves the right to revoke, suspend, or terminate account protection if no commercial purchase activity is recorded for a continuous period of six (6) months, if no measurable commercial progress is demonstrated, if the partner fails to maintain reasonable commercial communication, if the partner fails to provide adequate commercial or technical support to the account, if payment obligations toward MWT remain outstanding, or if the partner damages the reputation, commercial interests, or brand positioning of MWT.

However, in cases involving long-term enterprise projects, hospital evaluations, public tenders, certification processes, infrastructure projects, or other extended commercial development activities, MWT may, following internal review, extend the protection period where sufficient evidence of active commercial engagement is demonstrated by the partner.

All protected account statuses remain subject to periodic internal review and approval by MWT.

 7. Non-Circumvention Policy

MWT respects and protects commercially developed partner accounts and will not intentionally bypass an authorized partner on an approved protected account.

Likewise, partners may not use MWT intellectual property, documentation, pricing structures, certifications, or commercial information to establish competing direct manufacturing relationships outside the MWT organization.

 8. No Territorial Exclusivity

Protected account status does not constitute territorial exclusivity, market exclusivity, or industry exclusivity unless explicitly agreed in writing by MWT under a separate signed agreement.

MWT reserves the right to appoint additional distributors, dealers, consultants, or strategic partners in any region, country, market sector, or customer category.

 9. Right of Direct Strategic Engagement

MWT reserves the right to participate directly in strategic discussions, technical meetings, product evaluations, certifications, tenders, regulatory matters, corporate negotiations, enterprise-level projects, and other high-level commercial activities involving protected accounts whenever deemed necessary for operational, technical, legal, regulatory, or strategic reasons.

Such direct participation by MWT shall not constitute circumvention of the originating partner, provided that the originating partner remains involved in the commercial process where commercially reasonable and operationally practical.

MWT participation may include direct communication with the protected account for purposes including, but not limited to, technical clarification, project coordination, regulatory compliance, product implementation support, enterprise negotiations, logistics coordination, quality assurance, training, or executive-level business discussions.

Nothing within this policy shall restrict MWT from protecting its brand, certifications, intellectual property, regulatory obligations, manufacturing interests, strategic commercial relationships, or operational responsibilities.

 10. Final Authority

All account protection decisions remain solely under the authority of Mentor Water Technologies.

MWT will use reasonable commercial efforts to manage partner relationships fairly, consistently, and in good faith.

MWT reserves the right to modify or update this policy from time to time as required by operational, commercial, legal, or strategic considerations.

 11. Limitation of Account Protection Liability

While MWT makes reasonable commercial efforts to manage and respect protected accounts within its CRM system, MWT shall not be held liable for administrative or registration errors, duplicate or overlapping account submissions, independent inbound inquiries received through other channels, clients independently approaching other distributors or partners, indirect referrals made without MWT’s prior knowledge, or commercial activities initiated outside of MWT’s CRM registration process.

Account protection applies only to accounts properly submitted, approved, and registered by MWT within its official CRM system. MWT CRM records and internal registration status shall constitute the sole determining reference regarding account ownership and protection status.

MWT retains sole discretion in determining account ownership, account status, account eligibility, and the resolution of any partner-related account disputes.

Under no circumstances shall account protection create entitlement to financial compensation, damages, commissions, loss of opportunity claims, or exclusivity rights beyond those explicitly approved in writing by MWT.

In the event of overlapping account claims or disputed account ownership, MWT shall review the timing of the submissions, supporting documentation, commercial activity history, CRM registration records, and the overall status of the commercial relationship before issuing a final written determination.

 12. Confidentiality, CRM Integrity & Fair Commercial Conduct

All partners, distributors, consultants, and commercial representatives working with MWT are expected to operate in good faith and maintain fair commercial conduct at all times.

Partners may not misuse MWT CRM systems, account registration procedures, commercial information, technical documentation, pricing structures, certifications, customer information, or internal communications for purposes unrelated to legitimate commercial development of Mentor Water Technologies products and services.

Submission of false, misleading, speculative, inactive, duplicate, or non-genuine account registrations for the purpose of blocking, reserving, restricting, or interfering with other commercial activities or partner relationships is strictly prohibited.

Partners may not intentionally manipulate account ownership claims, misrepresent commercial relationships, submit accounts without actual commercial engagement, or attempt to improperly secure exclusivity rights without documented qualifying activity.

All commercial information exchanged between MWT and its partners, including pricing, customer information, technical data, certifications, business strategies, CRM records, and account status information, shall be treated as confidential and may not be disclosed to third parties without prior written approval from MWT.

MWT reserves the right to suspend, reject, revoke, or terminate account protection status, commercial cooperation, or partner relationships in cases involving misuse of CRM systems, bad-faith conduct, confidentiality breaches, unfair commercial practices, or violations of MWT policies.

 13. Governing Law & Jurisdiction
This policy, together with any account protection status, commercial cooperation, partner relationship, or related business activity involving Mentor Water Technologies, shall be governed by and interpreted in accordance with the laws of the Netherlands.

Any dispute, claim, controversy, or legal proceeding arising out of or relating to this policy, account protection status, partner relationship, commercial activity, or related business interactions shall be subject to the exclusive jurisdiction of the competent courts in the Netherlands.

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