General Delivery and Payment Conditions

1. GENERAL

1.1. Kode Advisory B.V. (hereinafter referred to as: Kode) is a company that provides business support and advice to third parties (hereinafter referred to as: clients).

1.2. These general terms and conditions apply to all offers, activities, contracts, agreements, and quotations between Kode and clients or their legal successors (hereinafter referred to as: Assignments).

2. BASIS FOR QUOTATIONS

2.1. All quotations, both oral quotations and written quotations, are made subject to the declaration of applicability of these general terms and conditions of delivery and payment of Kode, namely to the quotation, its acceptance and to the agreement thus concluded.

2.2. KODE's quotations are based on the information provided to Kode by the client. The client guarantees that it has provided all relevant information to the best of its knowledge for the execution and pricing of the offered service. In turn, Kode will perform the Assignment to the best of its knowledge and ability.

2.3. All quotations are valid for one month unless the quotation states otherwise.

2.4. The agreement is concluded as soon the acceptance of the offer has reached Kode; this acceptance must show that the client agrees to the applicability of these general terms and conditions of delivery and payment and that, if necessary, he waives the declaration of applicability of any of his own conditions.

3. TARIFFING

3.1. For each assignment, Kode strives to provide the client with a clear cost estimate in advance.

3.2. Secretarial costs, office costs and road travel costs are included in the calculated rate.

3.3. Accommodation and train or flight travel cost are not included in the rate and will be invoiced separately to the client.

3.4. External cost such as external advisors (e.g., accounting, notary, legal and tax support services) are not included in the rate. Preferably these services will be contracted directly by the client to the supplier. If contracted through Kode this cost will be invoiced separately to the client without further mark-up by KODE.

4. PAYMENT TERMS

4.1. At the beginning of each calendar month, Kode invoices the client for the Assignment executed by Kode in the preceding period or according to an agreed payment schedule.

4.2. Payment must be made within 14 days of the invoice date, unless otherwise agreed in the quotation.

4.3. Thirty days after the invoice date, Kode can charge statutory interest, without notice of default being required.

4.4. If payment is not made, Kode may suspend or cancel the further execution of the Assignment.

4.5. If the client does not meet its payment obligations in time and Kode must therefore hand over its claim for collection, all associated costs, both judicial and extrajudicial, will be borne by the client. These costs amount to 15% of the outstanding invoice amount with a minimum of €150, -.

5. INFLATION PRICE ADJUSTMENT

5.1. All prices, fees and retainers offered by Kode will be adjusted for inflation on a yearly basis following the Services price index (DPI) for price changes of commercial services in the Netherlands as published on a yearly basis by the Dutch Central Bureau of Statistics (CBS).

6. TERMINATION OF THE ASSIGNMENT

6.1. Without prejudice to the Client’s right to terminate at common law, the Client may terminate the Assignment immediately (or on such later date as it shall specify in writing) upon giving notice to Kode if:

6.1.1. a Material Service Default occurs.

6.1.2. Kode has committed any material or persistent Default, and in the case of a Default that is capable of remedy, fails to remedy that Default within thirty (30) Business Days from the date of written notice to Kode giving details of the breach and requiring it to be remedied.

6.1.3. Kode is subject to an Insolvency Event.

6.1.4. Kode commits any of the money laundering offences under the Money Laundering Regulations.

6.1.5. Kode or any of its officers, employees, Sub-Contractor Providers, or agents commits any act of bribery.

6.2. Kode may terminate the Assignment for non-payment by the Client. Such termination may only occur after a failure to remedy by the Client within sixty (60) Business Days from the date of written notice by Kode provided that Kode also provides a written notice to the Client thirty (30) Business Days after the first written notice is served of its intention to terminate the Assignment if payment is not made within the next thirty (30) Business Days.

6.3. Consequences of termination/exit

6.3.1. For Assignments that are paid monthly, the delivered Services up to the moment of termination will be paid by the Client. The risk of loss of occupancy for Kode is therefore borne by Kode. Any unpaid invoices from Kode will remain payable by the client.

6.3.2. For Assignments that are renumerated in Shares, the conditions in the applicable shareholders or share purchase agreements will continue to apply.

6.3.3. For Assignments that are converted into (Convertible)Loans, the conditions in the applicable (Convertible)Loan agreements will continue to apply.

6.3.4. For Assignments renumerated with a Success fee, Parties will in Good Faith negotiate a solution acceptable to both Parties.

6.4. Any termination by the Client’s shall not give rise to any additional claim for Default.

7. CONFIDENTIALITY

7.1. Kode undertakes to maintain confidentiality of all information and data of the client towards third parties.

7.2. Without Kode's permission, the client will not make any announcements to third parties about Kode's approach, the working methods and the like, or make its report available.

7.3. Models, techniques, and instruments used for the execution of the assignment and included in the Assignment are and remain the property of Kode.

7.4. The client naturally has the right to reproduce documents for use in his own organization, insofar as this is appropriate within the purpose of the assignment.

7.5. Insofar as the provision of Services by Kode and the use of Services by the client entails the processing of personal data of the client as a natural person, Kode will act as Controller within the meaning of the GDPR.

7.6. Insofar as the provision of Services by Kode and the use of Services by the client entails the processing of personal data that the client has collected as Controller, Kode will act as Processor within the meaning of the GDPR. In such case Kode will not carry out any processing of personal data, other than on the instructions of the Client and a as specified in a Processor Agreement to be concluded separately.

7.7. Kode will take appropriate technical and organizational measures to protect personal data made available by the client against loss or against any form of unlawful processing. These measures will be appropriate, considering the state of the art and the costs involved and will also be aimed at preventing unnecessary collection and processing of personal data.

8. LIABILITY

8.1. Kode is not liable for the advice and result of the support given. The client is free to follow the advice of Kode and use the Services of Kode or not. The client is responsible for the implementation of the advice and the result of the support activities.

8.2. If the client holds Kode liable, any compensation will be fixed at the amount of the invoice sent by Kode to the client for its work.

8.3. Under no circumstances, if the liability relates to a longer period, the amount of damage to be claimed will be higher than the sum of the invoices over the last 3 months prior to the liability being held.

8.4. Any claims by the client in the sense referred to here, must be submitted within six months after the execution of the assignment, failing which the client has forfeited his rights.

9. DISPUTES

9.1. If, because of this agreement or further agreements resulting from it, disputes should arise between the parties or their successors in title/legal representative(s), the parties will jointly instruct a mediator to assist them in resolving the dispute.

9.2. If this mediation does not lead to a solution that is satisfactory to both parties, one of the parties can submit the dispute to the competent court in the district where the relevant partner of Kode carries out its activities.

9.3. A dispute is present when one of the parties declares to the other party by registered letter that this is the case.

9.4. If the parties cannot reach agreement on the appointment of the mediator within three weeks after a dispute has arisen, the chairman of the Netherlands Mediation Institute will be asked to make a binding recommendation.

9.5. The costs of this mediation are equally borne by the parties.

9.6. The jurisdiction of the President of the District Court in summary proceedings is not excluded by these provisions, nor is the taking of protective judicial measures.

9.7. Only Dutch law applies to this agreement and all Kode's services.

9.8. Any conditions deviating from these delivery and payment conditions only apply if they have been expressly agreed in writing; those terms only work in relation to that agreement for which it was accepted. The other conditions will then remain in full force and effect.