TNW City – Terms and Conditions

TNW City: Terms & Conditions

General Terms and Conditions of TQ Amsterdam B.V.

1. Definitions

The following definitions apply in these General Terms and Conditions:

Additional Services: TNW’s provision of services to support and accommodate the Contracting Party that will be separately arranged in writing between TNW and the Contracting Party.

Agreement: the agreement between the Contracting Party and TNW on the basis of which TNW provides Services to the Contracting Party together with the General Terms and Conditions and any other guidelines provided to the Contracting Party, all as amended or supplemented from time to time.

Building: the property located at Singel 542, 1017 AZ Amsterdam or such other building as appointed by TNW for the purpose of performing the obligations under the Agreement. Chamber of Commerce registration: registration of Contracting Party’s entity on TNW’s business address and the use of TNW’s business address for mail services.

Contracting Party: the legal entity or natural person acting in the exercise of a profession or business with whom TNW has entered into an Agreement.

Dedicated Desk: a dedicated Workstation in the Building.

Event Space: a location within the Building equipped with TNW’s event equipment, furniture and other materials to be used as a space for meeting and/or presentation purposes by a Contracting Party.

Flex Desk: access to a shared Workstation in the Building.

General Terms and Conditions: these terms and conditions.

Location Access: the access of a Contracting Party to the Building.

Meeting room: a space within the Building that can be used by the Contracting Party.

Membership: the access of a Contracting Party to TNW’s online services that can be extended with Location Access.

Office Space: a lockable space within the Building equipped with at least one (1) Workstation.

Party or Parties: TNW and/or the Contracting Party.

Service: all work and activities that are the object of the Agreement with the Contracting

Party.Storage Space: a lockable space within the Building, with the sole purpose of storing Contracting Party’s items.

TNW: TQ Amsterdam B.V. with its registered office at Singel 542, 1017 AZ Amsterdam, The Netherlands, registered with the Chamber of Commerce under number 64472140. Workstation: an office desk and chair with power and wifi.

2. General

2.1 These General Terms and Conditions govern all quotations and Agreements of any nature whatsoever concerning the provision of Services by TNW to the Contracting Party. By using the Services, these General Terms and Conditions become applicable, and the Contracting. Party explicitly declares to agree with these General Terms and Conditions.

2.2 If one of the provisions of these General Terms and Conditions shall become invalid or unenforceable, in whole or in part, the other provisions of these General Terms and Conditions shall remain in full force and effect. The invalid or unenforceable provisions shall, where appropriate, be replaced in accordance with the meaning and purpose of these General Terms and Conditions.

2.3 Except as may be provided in these General Terms and Conditions, any amendment or modification of any provision in these General Terms and Conditions will not be effective unless the amendment or modification is in writing and signed by both Parties.

2.4 TNW explicitly rejects the applicability of any general (purchasing) conditions of the Contracting Party.

3. The Services

3.1. Office Space

To the extent and in the amount agreed in the Agreement, TNW offers to the Contracting Party the right to use Office Space and provides for the agreed amount of Workstations in this Office Space and in connection with this, the following applies. Office Space fee The Contracting Party owes TNW the agreed monthly fees for the use of the Office Space. Upon submitting a signed and completed Agreement, the Contracting Party is required to pay the security fee deposit, for the amount indicated in the Agreement. The security deposit fee will be returned to the Contracting Party no later than thirty (30) days following the termination of the Agreement, subject to the complete satisfaction of the Contracting Party’s obligations under the Agreement.

Term

The Agreement will be entered into for an initial period of time with a duration as specified in. the Agreement. If no duration of an initial period is specified in the Agreement, this initial period will be set at one (1) month. Upon expiry of this initial period, the Agreement shall
automatically renew for subsequent terms equal to the initial period, unless a Party terminates the Agreement in writing and with due observance of a notice period of three 3) months. The notice period will start from the first day of the following calendar month. A Party is entitled to terminate the right to use Office Space without termination of the Agreement as a whole in which case the other elements (Membership and/or other Services) will continue to apply.

Minimum amount of Workstations and Memberships

The Agreement pursuant to which a Contracting Party has the right to use Office Space will specify a minimum amount of Memberships and Workstations that will be taken out by the Contracting Party. Parties acknowledge that, subject to the terms of these General Terms and Conditions, a Contracting Party may be entitled to partially terminate the Agreement with regard to (one or more) Memberships and/or Workstations. However, if such minimum amount is specified in the Agreement, the Contracting Party shall under no circumstance be entitled to partially terminate the Agreement as a result of which the remaining amount of Memberships and/or Workstations will be less than the minimum amount of Memberships and/or Workstations specified in the Agreement.

3.2 Membership

To the extent and in the amount agreed in the Agreement, TNW offers a Membership to the Contracting Party and in connection with this, the following applies.The Agreement will specify whether the Membership entitles the Contracting Party Location Access. If no such specification is included in the Agreement, the Membership entitles the Contracting Party only to access to TNW’s online services and does not include Location Access.

Membership fee

The Contracting Party owes TNW the agreed monthly fees for the Membership. Upon submitting a signed and completed Agreement, the Contracting Party will be required to pay the non-refundable set-up fee, for the amount indicated in the Agreement.

Term

The Agreement will be entered into for an initial period of time with a duration as specified in the Agreement. If no duration of an initial period is specified in the Agreement, this initial period will be set at one (1) month. Upon expiry of this initial period, the Agreement shall automatically renew for subsequent terms equal to the initial period, unless a Party terminates the Agreement in writing and with due observance of a notice period of one (1) month. The notice period will start from the first day of the following calendar month. A Party is not entitled to terminate the Membership separately from the other elements of the Agreement (if any) pursuant to which a termination of the Membership results in termination of the Agreement as a whole.

3.3 Flex Desk

To the extent and in the amount agreed in the Agreement, TNW offers to the Contracting Party the right to use a Flex Desk and in connection with this, the following applies.

Flex Desk fee

The Contracting Party owes TNW the agreed monthly fees for the Flex Desk. Upon submitting a signed and completed Agreement, the Contracting Party will be required to pay the non refundable set-up fee, as well as the security fee deposit, for the amounts indicated in the Agreement. The security deposit fee will be returned to the Contracting Party no later than thirty (30) days following the termination of the Agreement, subject to the complete satisfaction of the Contracting Party’s obligations under the Agreement.

Term

The Agreement will be entered into for an initial period of time with a duration as specified in the Agreement. If no duration of the initial period is specified in the Agreement, this initial period will be set at one (1) month. Upon expiry of this initial period, the Agreement shall automatically renew for subsequent terms equal to the initial period, unless a Party terminates the Agreement in writing and with due observance of a notice period of one (1) month. The notice period will start from the first day of the following calendar month. A Party is entitled to terminate the right to use a Flex Desk without termination of the Agreement as a whole in which case the other elements (Membership and/or other Services) will continue to apply.

3.4 Dedicated Desk
To the extent and in the amount agreed in the Agreement, TNW offers to the Contracting Party the right to use a Dedicated Desk and in connection with this, the following applies.

Dedicated Desk fee

The Contracting Party owes TNW the agreed monthly fees for the Dedicated Desk. Upon submitting a signed and completed Agreement, the Contracting Party will be required to pay the non-refundable set-up fee, as well as the security fee deposit, for the amounts indicated in the Agreement.

The security deposit fee will be returned to the Contracting Party no later than thirty (30) days following the termination of the Agreement, subject to the complete satisfaction of the Contracting Party’s obligations under the Agreement.

TNW reserves the right to relocate you and to replace your Dedicated Desk for another Dedicated Desk, with due observance of a notice period of ten (10) business days.

Term

The Agreement will be entered into for an initial period of time with a duration as specified in the Agreement. If no duration of the initial period is specified in the Agreement, this initial period will be set at one (1) month. Upon expiry of this initial period, the Agreement shall automatically renew for subsequent terms equal to the initial period, unless a Party terminates the Agreement in writing and with due observance of a notice period of one (1) month. The notice period will start from the first day of the following calendar month. A Party is entitled to terminate the right to use a Dedicated Desk without termination of the Agreement as a whole in which event the other elements (Membership and/or other Services) will continue to apply.

3.5 Storage Space

To the extent and in the amount agreed in the Agreement, TNW offers to the Contracting Party the right to store it's items in a Storage Space and in connection with this, the following applies.

Storage Space fee

The Contracting Party owes TNW the agreed monthly fees for the use of the Storage Space. Upon submitting a signed and completed Agreement, the Contracting Party is required to pay the security fee deposit, for the amount indicated in the Agreement. The security deposit fee will be returned to the Contracting Party no later than thirty (30) days following the termination of the Agreement, subject to the complete satisfaction of the Contracting Party’s obligations under the Agreement.

Term

The Agreement will be entered into for an initial period of time with a duration as specified in the Agreement. If no duration of the initial period is specified in the Agreement, this initial period will be set at one (1) month. Upon expiry of this initial period, the Agreement shall automatically renew for subsequent terms equal to the initial period, unless a Party terminates the Agreement in writing and with due observance of a notice period of one (1) month. The notice period will start from the first day of the following calendar month. A Party is entitled to terminate the right to store it's items in a Storage Space without termination of the Agreement as a whole in which event the other elements (Membership and/or other Services) will continue to apply.

3.6 Chamber of Commerce registration

To the extent and in the amount agreed in the Agreement, the Contracting Party is allowed to use TNW’s business address for its registration at the Chamber of Commerce and to use TNW’s business address for mail services. Chamber of Commerce registration fee The Contracting Party owes TNW the agreed monthly fees for this service.

Term

The Agreement will be entered into for an initial period of time with a duration as specified in the Agreement. If no duration of the initial period is specified in the Agreement, this initial period will be set at one (1) month. Upon expiry of this initial period, the Agreement shall automatically renew for subsequent terms equal to the initial period, unless a Party terminates the Agreement in writing and with due observance of a notice period of one (1) month. The notice period will start from the first day of the following calendar month. A Party is entitled to terminate the Chamber of Commerce registration without termination of the Agreement as a whole in which event the other elements (Membership and/or other Services) will continue to apply.

4. Performance of the Services

4.1 Subject to the Agreement, TNW provides the following Services to the Contracting Party:
(a) Access to the Building.
(b) Regular maintenance and cleaning of the Office Space (or the space in which the Workstation is located). TNW will not be responsible for maintenance exceeding normal wear and tear. Any damages to the Office Space/Workstation will be deemed to be caused by the Contracting Party and will be reimbursed by the Contracting Party.
(c) Access to, and use and maintenance of, the shared wifi.
(d) Use of the printers/copiers/scanners. The Contracting Party is entitled to a number of prints and copies per month as specified in these Terms (if so) or, if not specified, in accordance with the applicable fair use policy. The number of print-outs and copies may not be rolled over from month to month.
(e) The use of Meeting rooms in the Building during regular business hours and on regular business days is subject to availability. The Contracting Party is entitled to a number of credits per month as specified in the Agreement. The meeting room allowance may not be rolled over from month to month.
(f) Heat and air-conditioning in the Office Space (or the space in which the Workstation is located) during regular business hours on regular business days.
(g) Acceptance of mail and deliveries on behalf of the Contracting Party’s business during regular business hours on our regular business days.
(h) Opportunity to participate in events, benefits, resources, promotions and (online) networking opportunities.
(i) Access to and use of common areas, such as toilets, unless these areas are (temporarily) occupied by TNW for other purposes.
(j) Access to a Storage Space.

4.2 Regular business hours are any weekday except for a Saturday and a Sunday from 9:00 to 18:00 and with the exception of Dutch public holidays.

4.3 The Services cover the areas agreed with the Contracting Party in the Agreement and
TNW will provide the Services with reasonable skill and care.4.4 The Contracting Party owes the fees set out in the Agreement for the use of the Services.

4.5 The Contracting Party shall provide (or cause others to provide) to TNW promptly the
information and assistance that TNW reasonably requires to perform the Services.

4.6 The Services to be provided by TNW may be adjusted from time to time upon TNW’s
sole discretion. TNW is entitled to make use of services of third parties for the execution of
the Services.

4.7 TNW is entitled to access the Office Space (or the space in which the Workstation is located) upon prior notice for maintenance purposes and without prior notice for safety or emergency purposes.

5. House Rules

5.1 The Contracting Party agrees with the following house rules:
(a) Keys, key cards and other such items used to gain physical access to the Building or the Office Space (or the space in which the Workstation is located) (each being a Key) remain our property.
(b) Keys should only be used in accordance with the Key Use Policy attached to the Agreement, as amended by TNW from time to time.
(c) The Contracting Party will be liable for replacement fees should any such Key be lost, stolen or destroyed. Replacement fees are non-refundable.
(d) TNW will provide notice to the Contracting Party of any changes to services, fees, or other updates to the email addresses provided by the Contracting Party. It is the responsibility of the Contracting Party to read these mails to stay informed.
(e) Carts, dollies, and other freight items which may be made available to the Contracting Party may only be used in the freight elevator and not in the passenger elevator.
(f) Solely for security reasons, TNW may regularly record via video certain areas in the Building such as the entrance and the basement.
(h) TNW may disclose information about the Contracting Party if necessary to satisfy any applicable law, regulation, legal process or governmental request.
(g) The Contracting Party will abide by other rules as determined by (i) TNW which are communicated to the Contracting Party by email or (ii) applicable law and regulations. TNW may add, delete or amend the house rules at its reasonable discretion and with notice to the Contracting Party.
(h) The Contracting Party acknowledges that the Office Space has a limited capacity regarding Memberships and Workstations. The Contracting Party is not allowed to exceed the limited capacity and will be held liable for any resulting loss and/or damage.(i) Common spaces are for temporary use and not a place for continuous, everyday work.
(j) The Contracting Party adheres to the Code of Conduct of TNW.
(k) The Contracting Party shall eat its own lunches outside The Club in other common areas between the hours of 12:00 and 14:00.
(l) The Contracting Party shall arrange for an emergency plan and a trained Emergency
Response Officer to act in case of any emergencies.

5.2 The Contracting Party will not:
(a) perform any activity that is reasonably likely to be disruptive or dangerous to others, or the property of others;
(b) use the Services to conduct or pursue any illegal activities;
(c) use the Services to conduct any activity that is generally regarded as offensive;
(d) store goods in the Storage Space that are perishable, flammable, toxic, dangerous and/or illegal consisting of, but not limited to, pollutants, drugs, waste, paint, live animals and plants, money and securities, firearms and ammunition.
(e) attach or affix any items to the walls, install antennas, or telecommunication lines or devices in the Office Space (or the space in which the Workstation is located) and/or Storage Space or bring additional furniture into the Office Space (or the space in which the Workstation is located) and/or Storage Space, in each case without our prior written consent;
(f) take or copy information belonging to others;
(g) use (any of) our (trade) name(s) or use pictures or illustrations of the Building in any advertising, publicity or other purpose, without TNW’s prior written consent;
(h) use the Office Space (or the space in which the Workstation is located) and Storage Space in breach with the applicable law and regulations;
(i) make any copies of any Keys or other means of entry to the Building or lend, share or transfer any Keys to any third party; or
(j) allow guests to enter the Building without registering such guests according to TNW’s policies in which regard the Contracting Party acknowledges that the Building is of a privateand explicitly non-public nature and TNW may require limitations in the number of guests.
(k) move out of the Office Space and/or Storage Space without the attendance of TNW. Any damages caused due to the move will be reimbursed by the Contracting Party.

6. Event Space

6.1 In relation to the use of an Event Space, the following applies to such Event Space and ancillary equipment:
(a) Use of an Event Space includes use of TNW’s events equipment, furniture and materials at no additional charge.
(b) Unless otherwise agreed the Agreement excludes: AV technicians, security, space setup or extra staff, (i.e. catering, bar staff, reception staff outside regular business hours, etc.). For regular use of Event Space, equipment can and may be self-operated by the Contracting Party, in accordance with the instructions provided by TNW.
(c) Any costs related to damages to the Event Space equipment, furniture or materials, caused as a result of hosting, setup or breakdown of the event, or damage caused by the Contracting Party or its guests beyond wear and tear, either to the Event Space or equipment will be charged to the Contracting Party.

6.2 In relation to the use of an Event Space, the following applies to payment and cancellation:
(a) 50% of the due sum should be fulfilled before events or activities take place with a value above EUR 5000,00.
(b) Payment has to be fulfilled within a thirty (30) day period after the data of invoice sent by TNW.
(c) If events or activities take place upon shorter notice than thirty (30) days the minimum number of days to fulfill payment is twenty-one (21) days before the events or activities take place.
(d) If the Event Space agreement is not signed within the agreed period, TNW will not guarantee availability of the Event Space, activities or services at previously scheduled dates or against previously agreed pricing.
(e) Cancellation with full refund is possible up to fourteen (14) days before the event or activities take place. The Contracting Party will incur 50% of the due sum from fourteen (14) days up to forty-eight (48) hours prior to the event should the event be canceled. The Contracting Party will incur 100% of the due sum should the event be canceled less than forty-eight (48) hours prior to the aforementioned date. Food and beverages can be changed up or canceled up to five (5) days prior to the event or activity. The Contracting Party will incur 100% of the due sum if food and beverages are changed up or canceled less than five (5) days prior to the event or activity date.

6.3 In relation to the use of an Event Space, the following applies to media:
(a) TNW may include the Contracting Party’s names and brand in TNW’s outreach related to the events or any communication efforts related to TNW’s programming.
(b) Any video recordings, photos, sound recordings or other media material made by TNW or commissioned to be made by TNW, during, before or after the events and activities, that are related to the event, will be owned by TNW and will be used freely at TNW’s discretion.(c)Within outreach through TNW’s channels relating to the events and activities, TNW will make an effort to clarify the Contracting Party’s involvement in events and activities and update as well coordinate outreach efforts with the Contracting Party to maximize effect.
(d) The Contracting Party warrants that no third-party rights (will) exist that TNW (may) act in breach with when acting as set out in this clause 6.3 (either in whole or partially) and the Contracting Party indemnifies TNW for claims in this regard.


6.4 When hosting an event or otherwise allow guests to access the Building and/or an Event Space, for security and entrance policy reasons, the Contracting Party will have provided TNW prior thereto with a list of guests which shall contain their full names. Each guest needs to be registered at the reception.

6.5 When using an Event Space the Contracting Party will act in compliance with all applicable law and regulations applying to such use.

6.6 TNW reserves the right to move the Event Space to another location within the Building. The Contracting Party shall cooperate with such relocation.

6.7 Save where stipulated otherwise in these General Terms and Conditions or if the nature of such use would oppose this, the conditions applying to the use of an Event Space apply mutatis mutandis to the use of an Office Space (or the space in which the Workstation is located).

7. Additional agreements

7.1 In order to utilize all the functionalities offered by TNW, it may be necessary to install software onto the Contracting Party's computer, tablets or mobile devices. In addition, from time to time, at the Contracting Party's request, TNW or an affiliate may help troubleshoot problems the Contracting Party may have in trying to access certain functionalities, such as printing or accessing the Internet. Regarding the foregoing, the Contracting Party agrees that TNW:
(a) is not responsible for any damage to the Contracting Party's computer system related to such technical support or downloading and installation of any software;
(b) does not assume any liability or warranty in the event that any manufacturer warranties are voided; and
(c) does not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.

7.2 To the extent permitted by law, the Contracting Party, on its own behalf and on behalf of the Contracting Party's employees, agents, and guests, waive any and all claims and rights against TNW and its affiliates, and each of TNW and their assignees, officers and directors resulting from injury or damage to, or destruction, theft, or loss of property or person.

7.3 Save where and to the extent this would be in breach with mandatory law, the aggregate monetary liability of TNW or its affiliates to the Contracting Party or their guests for any reason and for all causes of action, will not exceed the total fees paid by the Contracting Partyto TNW under the Agreement over the last year. TNW and its affiliates will not be liable under any cause of action, for any indirect, special, incidental, consequential, or punitive damages, including loss of profits or business interruption. Any right to claim damages the Contracting Party may have will cease to exist after one (1) year after the moment the event that caused these damages occurred.

7.4 The Contracting Party will indemnify TNW and its affiliates from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of these General Terms and Conditions by the Contracting Party or their guests or pets or their actions or omissions. If any such claim, action, or proceeding is brought against TNW or its affiliates, the Contracting Party, will at its expense, upon written notice from TNW, defend such action or proceeding by counsel approved by TNW. The Contracting Party is responsible for the actions of and all damages caused by all persons that the Contracting Party or their guests invited to enter the Building.

7.5 The Contracting Party is responsible to maintain, at its own expense, personal property insurance and commercial general liability insurance covering the Contracting Party for property loss and damage, injury to guests and prevention of or denial of use of or access to, all or part of the Building in form and amount appropriate to the Contracting Party’s business. TNW and the landlord shall be named as additional insureds on any such policies of insurance. The Contracting Party shall provide proof of insurance upon TNW’s request.

7.6 If the Office Space (or the space in which the Workstation is located) is in a Building designated by TNW to be one in which pets are permitted, and if the Contracting Party plans on regularly bringing a pet into the Office Space (or the space in which the Workstation is located), TNW may require the Contracting Party to produce proof of vaccination for such pet in a form satisfactory to TNW. All pets should remain inside the Office Space (or the space in which the Workstation is located) unless accompanied by the Contracting Party. If a Contracting Party brings a pet into the Building, the Contracting Party will be responsible for any hinder and injury caused by this pet to other guests or to the property of the foregoing and the property of TNW. Neither TNW nor its employees will be responsible for any injury to such pets. TNW reserves the right to restrict a Contracting Party’s right to bring a pet into the Building.

7.7 TNW does not control and is not responsible for the actions of other guests. Actions of other guests will under no circumstance qualify as a breach under these General Terms and Conditions by TNW. If a dispute arises between the Contracting Party or their guests, TNW shall have no responsibility or obligation to participate, mediate or indemnify any party.

8. Cooperation by the Contracting Party

8.1 The Contracting Party is not entitled to transfer, assign, or sub-contract its rights or obligations derived from the Agreement in whole or in part to any third party or to make them available to third parties, unless TNW has explicitly granted permission for this in writing.

8.2 The Contracting Party may not relinquish the Office Space (or the space in which the
Workstation is located) as a whole or in part to third parties by letting, sub-letting it or allowing others to use it without the prior written permission of TNW.

8.3 The Contracting Party will always comply with the House Rules and other instructions related to the use of the Service that are provided by TNW.

8.4 The Contracting Party shall at all times provide an active email address and up-to date payment and business information and informs TNW timely in writing in the event of any changes.

9. Fees and Payment

9.1 The fees consist of monthly amounts due and amounts that are dependent on the use of the Services. All fees are, so far as not explicitly specified otherwise, stated in euros, excluding VAT and other levies.

9.2 The security deposit fee is not intended to be a reserve from which fees may be paid. In the event the Contracting Party owes TNW other fees, the Contracting Party may not rely on deducting them from the security fee deposit, but are obliged to pay them separately. The security deposit fee will be returned to the Contracting Party no later than sixty (60) days following the termination of the Agreement, subject to the complete satisfaction of the obligations under the Agreement. TNW reserves the right to demand an increase of the security deposit fee in the event the fees have been increased. No interest will be paid over the security fee deposit.

9.3 The fees are subject to an annual indexation. This increase will be announced to the Contracting Party by email.

9.4 Unless expressly stated otherwise in the Agreement, payments shall be made by the Contracting Party in full, to be received by TNW within fourteen (14) days following the date of TNW’s invoice by means of transfer into the bank account mentioned on the invoice. All payments shall be made without any deduction on account of any Taxes and free of set-off or any counterclaim.

9.5 TNW requires the Contracting Party to cooperate in providing a mandate for direct debit collection. If payment for the monthly fee or any other amount due and payable is not made prior to the due date, the Contracting Party will be responsible to pay a penalty amounting to 3% per (commenced) month with a minimum of € 300,-. 9.6 Without prejudice to any other right or remedy that may be available to TNW, TNW shall be entitled to charge interest on the overdue payment at the statutory rate per annum plus 3.5% (three and a half percent) per month or part thereof from the due date until the date of actual payment of the overdue amount. The Contracting Party shall pay the interest together with the overdue amount. The Contracting Party shall pay TNW for all time and costs TNW reasonably incurs in the collection of any overdue amount, including without limitation the charges of the collection agency and legal fees. Moreover, TNW shall be entitled to cancel or suspend its performance of its obligations towards the Contracting Party, including suspending of the Services to the Contracting Party until full payment has been made.

9.7 If and where relevant (e.g. if TNW is leasing the Building), in relation to turnover tax, the Parties agree that if the Contracting Party is not (or no longer) using the Office Space (or the space in which the Workstation is located) or causing it to be used for activities entitling deduction of turnover tax and the exception from the exemption to deduct turnover tax from the rental thereby comes to an end, then the Contracting Party shall no longer be due to pay turnover tax on the fees for using such space but shall be liable, from the date such termination becomes effective, to make a separate payment to TNW in addition to such fees, in lieu of turnover tax, which shall compensate TNW in full for: (i) the turnover tax on running costs of and investment in the Building which is not, or no longer, deductible by TNW as a result of the termination of the option; (ii) the turnover tax which TNW will have to pay to the Tax and Customs Administration by way of re-calculation as specified in Section 15, subsection 4 of the Turnover Tax Act 1968 or review as specified in Sections 11 to 13, inclusive, of the Turnover Tax (Implementation) Decree 1968, all as a result of the termination of the option; (iii) all other losses suffered by TNW as a result of termination of the option. Unless TNW’s actual damages will be higher, this damages will be deemed to amount to 5% (five per cent) of the fees the Contracting Party has to pay as consideration for using the space.

10. Term and Termination

10.1 If no term has been agreed between the Parties, a term of one (1) month shall apply.

10.2 Notwithstanding its other rights and without being liable for compensation, TNW is entitled to terminate the Agreement or dissolve it extrajudicially with immediate effect if the Contracting Party fails to fulfill (i) an obligation under the Agreement and (ii) breaches mandatory laws and/or regulations and does not rectify such a failure, after having been given notice of default in writing, within a reasonable period of time.

10.3 If TNW is unable to make the Services available by the start date, save where and to the extent that this would be in breach with mandatory law, TNW will not be subject to any liability therefore, nor will such failure affect the validity of the Agreement. In this event, the Contracting Party will not be obligated to make payments of the fee until a (sufficient amount of) Services are made available to the Contracting Party. If the Services have not been made available to you within fourteen (14) days of the start date, you may terminate (ontbinden) the Agreement by providing TNW with written notice of such termination.

10.4 Prior to the termination of the Agreement the Contracting Party will remove all its property from the Office Space (or the space in which the Workstation is located) and the Storage Space. When leaving property behind, TNW will be entitled to dispose of such property and the Contracting Party will be deemed to have relinquished the ownership of such property. If such property is owned by a third party, the Contracting Party indemnifies TNW for any claims in relation hereto. The Contracting Party will be responsible to pay any fees reasonably incurred by TNW regarding such removal. Following the termination of the Agreement, TNW will not (be held to) forward or hold mail or other packages delivered to TNW.

10.5 The provisions that by their nature are intended to continue also after termination of the Agreement will also remain in full force after such termination.

11. Limitation of liability and action, indemnification

11.1 TNW shall under no circumstances whatsoever be liable to the Contracting Party or any other person for any kind of special, incidental, indirect, consequential or punitive damage or loss, cost or expense, including without limitation, damage based upon lost goodwill, lost sales or profits, loss of data or documents, work stoppage, production failure, business interruption, impairment of other goods or otherwise and whether arising out of or in connection with breach of warranty, breach of contract, misrepresentation, negligence or otherwise.

11.2 Notwithstanding anything herein contained to the contrary, the total liability of TNW for any and all claims for direct damages arising out of or in connection with the goods and Services and the use thereof shall under no circumstances exceed the sum of the Contracting Party’s payments for the Services that are the subject of the claim.

11.3 No action by shall be brought unless the Contracting Party first provides written notice toTNW of any claim alleged to exist against TNW within thirty (30) days after the event resulting in such claim materialized or first becomes known to the Contracting Party and an action is commenced by the Contracting Party within twelve (12) months after such notice.

11.4 The Contracting Party shall indemnify and hold the TNW harmless, including TNW’s employees, subcontractors and agents, in full on demand against any and all claims, demands, actions, proceedings and all damages, losses, costs and expenses (including without limitation loss of profit, economic loss, future revenue, reputation and goodwill) made against or incurred or suffered by any of them and arising out of or in connection with the Services or the Contracting Party’s use thereof or resulting directly or indirectly from breach by the Contracting Party of the Agreement, any other conditions, contract, any laws, regulations and guidelines applicable to the Services and the use thereof.

11.5 If and to the extent the Agreement would – despite Parties intentions in this regard –
qualify as a lease agreement under Dutch law, TNW is not liable for damage as a result of
defects that are created by weather conditions, stagnation in the availability of the leased property, stagnation in the supply of gas, water, electricity, heat, ventilation or air conditioning, a breakdown in the system and equipment, inflow and efflux of gases and liquids, vermin, contamination, legionella, fire, explosion, evacuation, company emergency services and other incidents, disruption of the quiet enjoyment under a lease and of disruption or shortcomings in the supplies and services. In case of a defect for which TNW is liable the Contracting Party can only require that TNW remedies the defect and the Contracting Party is not entitled to reduction of a payment obligation or compensation and not entitled to suspend its obligations under the Agreement.

12. Force Majeure

12.1 Neither Party shall be liable in any way for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control, including, but not limited to: act of war, acts of God, labor shortage or dispute, governmental act, pandemic (as defined by the World Health Organization) or failure of the Internet or telecommunications (“Force Majeure Event”).

12.2 The delayed Party shall give the other Party prompt written notice of such cause and
shall use its reasonable commercial efforts to correct such failure or delay in performance. However, should a Force Majeure Event continue or be expected to continue for a period extending to more than three (3) months, either Party is entitled to cancel the affected part of the Agreement without any liability to the other Party.13. General Provisions

13.1 Notwithstanding anything in these General Terms and Conditions to the contrary, the Parties are in agreement that it is not the intention to constitute a lease agreement (huurovereenkomst). In this regard the Contracting Party acknowledges that it is not the intention to grant the right of use of a specific Office Space or Workstation, but solely to grant the opportunity to use an undefined space – which shall be appointed by TNW from time to time – for the purpose of desk works / event which contribute to TNW’s mission to create a value-adding environment. If these General Terms and Conditions will (whether in whole or in part) be considered as a lease agreement, Parties will – to the extent legally possible – waive any right it may have as a result of such qualification. Additionally, the Contracting

Party acknowledges that the Agreement is of a short-term nature and have been entered into not only because of the Office Space or the Workstation to be used but also for the Services to be provided and (therefore) – and to the extent this would be applicable – reasonableness and fairness precludes that the Contracting Party invokes a right on eviction protection the Contracting Party may have. Insofar as necessary, the Contracting Party acknowledges that it's business activities can easily be relocated pursuant to which it does not have and will not have an interest in invoking any such right.

13.2 The Contracting Party consents to TNW Processing his/her Personal Data for the purposes mentioned in these General Terms and Conditions. For the purposes of this Clause the terms Processing and Personal Data shall be given the meanings as defined in the EU General Data Protection Regulation 2016/679 (as amended from time to time).

13.3 TNW may from time to time update these General Terms and Conditions and will provide notice to the Contracting Party of these updates. Continued use of the Office Space, the Workstation and/or Services will constitute acceptance of the new General Terms and Conditions.

13.4 Neither Party may assign or transfer, charge or otherwise dispose of all or any of its rights and responsibilities under this Agreement, in whole or in part, without the prior written consent of the other Party hereto.

13.5 The headings in these General Terms and Conditions are for convenience only and are not to be used to interpret or construe any provision of these General Terms and Conditions.

13.6 Parties agree that valid, enforceable and binding obligations may result from electronic means of communication. Any electronic communication between the Parties shall be considered to be a “writing” and/or “in writing”.

13.7 Each Party shall comply with all laws, rules and regulations governing each of the Parties’ respective activities and obligations under these General Terms and Conditions and within the Parties’ respective industries.

13.8 These General Terms and Conditions, and any dispute or claim arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of The
Netherlands.

13.9 All disputes or claims arising out of or relating to these General Terms and Conditions shall be subject to the dispute resolution procedure. In the event that the dispute(s) cannot be resolved as a result of that procedure, then the dispute(s) shall be subject to the exclusive jurisdiction of the Dutch Courts to which the parties irrevocably submit.

Annex 1

Key Use Policy

1. The Contracting Party may receive a Key from TNW to access our Building and the
relevant Office Space (or the space in which the Workstation is located).
2. Each Key is personal to the Contracting Party and may only be used by that Contracting
Party. A Contracting Party may not give, lend or sell any Key to any other person or allow
any other person to enter the Office Space (with a Key) without TNW’s prior approval.
3. Each Key is the responsibility of the Contracting Party and must be looked after and
managed with reasonable care.
4. Each Key remains TNW’s property at all times and TNW reserves the right to retract or deactivate the Key at any time without warning or further liability.
5. If TNW suspects that a Key has been used fraudulently to access the Office Space (or the space in which the Workstation is located) and/or the Building, TNW will deactivate the Key with immediate effect. TNW reserves the right to prevent the use of, or to withdraw, any Key if it is misused or if it is used in a way that is not permitted by this Key Use Policy or any other policy communicated by TNW.
6. The Contracting Party must immediately notify TNW if a Key is lost, damaged or stolen.
The Contracting Party is liable for any costs that TNW may suffer up to the time that the
Contracting Party has reported the Key being lost, damaged or stolen. TNW will immediately deactivate the Key to prevent any misuse of it upon notification.
7. TNW may charge for additional or replacement Keys, if they are damaged, lost or stolen.
8. If the Contracting Party terminates the Agreement, this shall cause all Keys provided under the Agreement to expire as of the date of termination of the Agreement. All Keys must be returned to TNW upon termination of the Agreement.

24 July, 2023