General terms and conditions – December 2021

1. 9Corporate B.V. (“9Corporate”) is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, with its registered office in Rotterdam, registered with the trade register at the Dutch chamber of commerce under number 84307196, with the purpose of conducting the practice of attorney (advocaat).

2. These general terms and conditions apply to all services performed by 9Corporate and to all legal relationships that may exist in connection therewith. The applicability of any general terms and conditions of the client is expressly rejected.

3. These general terms and conditions also apply for the benefit of all persons affiliated with 9Corporate. Persons affiliated with 9Corporate means any and all private individual that works or has worked for 9Corporate, all private individuals and legal entities connected to 9Corporate and their legal successors. These general terms and conditions constitute a third party clause as meant in article 6:253 of the Dutch Civil Code (derdenbeding om niet) for the benefit of all persons affiliated to 9Corporate.

4. All assignments shall be deemed to be given to 9Corporate only, even if an assignment is explicitly or implicitly given to a person affiliated with 9Corporate. The applicability of articles 7:404 and 7:407 sub 2 of the Dutch Civil Code is expressly excluded.

5. Unless agreed otherwise, the fees for work performed by 9Corporate shall be calculated on the basis of the number of hours worked multiplied by the applicable hourly rate. Unless expressly indicated otherwise, all amounts are exclusive of VAT (if applicable), disbursements and costs of third parties. Unless agreed otherwise, 9Corporate shall invoice the client for the work performed (including disbursements and costs of third parties, if applicable) on a monthly basis and with a payment term of 14 days.

6. Any and all liability of 9Corporate is limited to the amount paid out under 9Corporate’s professional liability insurance, increased with the deductible under such professional liability insurance policy. Liability of 9Corporate expires one year after discovery of the fact, circumstance or matter giving rise to the claim.

7. The client shall indemnify 9Corporate and all persons affiliated to 9Corporate against any and all claims from third parties in connection with the assignment.

8. 9Corporate may engage third parties in connection with the assignment. 9Corporate is not liable for any acts or omissions of third parties. When engaging third parties in connection with the assignment, 9Corporate shall be entitled to accept limitations of liability from those third parties on behalf of the client.

9. The client agrees that in the event of any (alleged) liability of 9Corporate it shall only be entitled to make a claim against 9Corporate. The client agrees not to hold any persons affiliated to 9Corporate liable in connection with the assignment.

10. On the basis of applicable laws and regulations (including the Dutch Act on the Prevention of Money Laundering and Financing of Terrorism), 9Corporate is required to identify its clients and request certain information regarding the client and the assignment. 9Corporate may under certain conditions be required to notify unusual transactions to the authorities. The client confirms it is aware of these obligations and will provide all requested information promptly to 9Corporate.

11. 9Corporate has established a complaints procedure. The complaints procedure can be consulted on 9corporate.nl.

12. The legal relationship between 9Corporate and its clients is governed exclusively by the laws of the Netherlands. All disputes that may arise out of or in connection with a legal relationship between 9Corporate and its clients shall be submitted exclusively to the competent court in Rotterdam, the Netherlands.

13. These general terms and conditions are available in Dutch and English. In the event of a conflict between the Dutch and the English version of these general terms and conditions, the Dutch version shall prevail.

14. These general terms and conditions can be consulted on 9corporate.nl.