GENERAL TERMS AND CONDITIONS VIRTUAL OFFICE SERVICES of FRAME OFFICES BV.

GENERAL TERMS AND CONDITIONS VIRTUAL OFFICE SERVICES of FRAME OFFICES BV (the “General Terms and Conditions”), a private limited company incorporated under Dutch law, established at Coolsingel 104 in (3011AG) Rotterdam and registered with the Chamber of Commerce under number 27330216, and all its subsidiaries and sister companies, hereinafter referred to as “Frame Offices”.

These General Terms and Conditions apply to the Virtual Office Services of Frame Offices. The separate General Terms and Conditions of Frame Offices BV apply to the purchase of (physical) office space and related services.

1. Applicability and definitions

1.1 These General Terms and Conditions apply to all quotations and commercial communications issued by Frame Offices regarding Virtual Office Services and to all Agreements concerning Virtual Office Services concluded by Frame Offices with a User, unless expressly agreed otherwise in writing.

1.2 An Agreement between Frame Offices and a third party is concluded by signing by the User or by the commencement of the purchase of the Virtual Office Services by the User, but not before the client due diligence referred to in Article 4 has been successfully completed. By signing or purchasing the Virtual Office Services, the User accepts all provisions of the Agreement, including these General Terms and Conditions. The Agreement supersedes and replaces all prior proposals, correspondence, agreements, or other communications, whether written or oral.

1.3 Frame Offices reserves the right to supplement and/or amend the General Terms and Conditions and the house rules, subject to reasonableness and fairness.

1.4 In the event that a version in another language has been provided for information, the Dutch version of these General Terms and Conditions shall always be the leidenand legally valid version.

1.5 Frame Offices is the first point of contact for the User regarding questions, problems, or matters relating to this Agreement. All correspondence shall be handled through Frame Offices.

1.6 In the interpretation of the documents, the documents mentioned first below shall prevail over the documents mentioned later:

1. the Agreement;
2. any agreed special conditions;
3. these General Terms and Conditions;
4. the price list (Optional) Services.

1.7 Unless the General Terms and Conditions expressly provide otherwise, for the purposes of interpretation thereof, the singular shall be deemed to include the plural and vice versa, and a reference to a masculine form shall also be deemed to include a reference to a feminine form and vice versa.

DEFINITIONS

Frame Offices: Frame Offices BV and insofar as Frame Offices BV acts as manager or authorized representative for any Owner of an Object, Frame Offices shall also be understood to mean: the Owner of the Object.

Owner: in the event that Frame Offices is not the party entitled to the Object, the owner of the Object.

User: the party entering into the Agreement with Frame Offices.

Virtual Office Services: the services as specified in the Agreement, which – depending on the package chosen – may include: (i) the right to use the Business Address as a registered, visiting, correspondence and/or postal address, (ii) the Postal Service and (iii) the Telephone Service. The Virtual Office Services expressly do not include the exclusive use of any (office) space in the Property.

Business Address: the address of the Object mentioned in the Agreement that the User may use during the term of the Agreement in accordance with Article 3.

Mail service: the service whereby Frame Offices receives mail items intended for the User at the Business Address and – depending on the chosen package – stores them for collection, scans and forwards them digitally and/or periodically forwards them physically, all in accordance with Article 5.

Telephone service: the optional service whereby Frame Offices makes a telephone number available to the User and/or answers and/or forwards incoming telephone calls, all in accordance with Article 6.

Optional Services: the optional services that Frame Offices provides to the User, if applicable listed in the Agreement or the price list, whereby the User pays for the Optional Service purchased (pay-per-use), including the use of meeting rooms, day offices, and flexible workspaces.

Notice period: the notice period stated in the Agreement and failing that, two (2) months prior to the end of a contract period, or in the event that the Owner or the landlord of the Property terminates the (rental) agreement with Frame Offices, the notice period applicable to that (rental) agreement.

Agreement: any agreement regarding Virtual Office Services concluded between User and Frame Offices.

Object: the location whose address serves as the Business Address and where the Virtual Office Services and Optional Services are provided by Frame Offices.

Parties: the User and Frame Offices, and, where applicable, the Owner.

Security deposit: the security deposit to be paid by the User as stated in the Agreement.

2. Nature and scope of the Virtual Office Services

2.1 Frame Offices provides the User with the Virtual Office Services specified in the Agreement and – to the extent desired – the Optional Services, subject to the Agreement and these General Terms and Conditions.

2.2 No tenancy. The Agreement is a contract for services (assignment). The Agreement does not grant the User an exclusive right of use to any space in the Object and does not qualify as a tenancy agreement within the meaning of Article 7:201 et seq. of the Dutch Civil Code. The User cannot derive any tenancy rights or tenancy protection from the Agreement, including but not limited to eviction or rent price protection.

2.3 During the term of the Agreement, the User has access to the general (reception) areas of the Property during the opening hours as set out in the house rules, exclusively for the purpose of collecting mail, receiving visitors in the designated areas, and using reserved Optional Services. Frame Offices may reasonably attach further conditions to this access.

2.4 The User's business may only be operated under the User's own name or another agreed trade name, with reference to the Business Address. It is not permitted to affix (advertising) signs or other displays in or on the Object (or have them affixed) without the prior written consent of Frame Offices.

2.5 Change of Property. Frame Offices reserves the right to assign a different Business Address within Frame Offices' portfolio to the User if, in Frame Offices' sole discretion, this benefits Frame Offices' business operations. Frame Offices will notify the User of this in writing at least one (1) month in advance, so that the User can update the registration in the Trade Register and other registrations in a timely manner. In that case, the User shall not be entitled to any compensation or damages, but the registration costs directly associated with the change of address at the Chamber of Commerce shall be borne by Frame Offices.

2.6 Change in User Organization. The User is obliged to notify Frame Offices in writing without delay of any relevant changes in his/her organization, including changes in the corporate legal structure, the management, the ultimate beneficial owner(s) (UBO), the nature of the business activities, and the contact details (including email address and telephone number).

2.7 Except with the prior written consent of Frame Offices, the User is not permitted to transfer the rights arising from the Agreement, in whole or in part, to third parties, to grant the use of them to third parties, or to allow the Business Address to be used by (legal) persons other than the User named in the Agreement and the trade names named in the Agreement.

3. Use of the Business Address and registration in the Trade Register

3.1 During the term of the Agreement, the User may use the Business Address – to the extent agreed in the Agreement – ​​as a registered office, visiting address, correspondence address, and postal address, including its registration in the Trade Register of the Chamber of Commerce, on letterhead, invoices, and the User's website.

3.2 The User is solely responsible for (the accuracy and admissibility of) their registration in the Trade Register and with other authorities, including the Tax and Customs Administration, and for compliance with all laws and regulations applicable to such registration, including the Trade Register Act 2007. Frame Offices will cooperate in this regard where reasonably possible, for example by providing a statement for the purpose of registration, but does not warrant and does not guarantee that the Chamber of Commerce, the Tax and Customs Administration, or any other authority will accept or permit the User's registration at the Business Address to continue.

3.3 The User shall not use the Business Address in a manner that isleiden, contrary to laws or regulations, or that may damage the reputation of Frame Offices, the Owner, the Object, or other users of the Object.

3.4 If a competent authority (including the Chamber of Commerce or the Tax and Customs Administration) notifies Frame Offices or the User that the User's registration at the Business Address is not (or no longer) permitted, the Parties shall enter into consultation. In that case, Frame Offices is entitled to terminate the Agreement with a notice period of one (1) month, without being liable for any compensation.

3.5 Domicile. From the effective date of the Agreement, all communications from Frame Offices to the User in connection with the execution of the Agreement shall be addressed to the email address or Business Address provided by the User. The User is obliged to provide Frame Offices with a working email address and to immediately notify Frame Offices of any changes thereto.

4. Client due diligence, AML/CFT and compliance

4.1 Frame Offices conducts client due diligence prior to entering into the Agreement and periodically during its term, partly in fulfillment of its obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act (“Wwft”), the Sanctions Act 1977, and other applicable laws and regulations. This due diligence includes, among other things, identifying and verifying the User, its representatives, and ultimate beneficial owner(s) (UBO), as well as determining the purpose and nature of the services provided.

4.2 The User is obliged to provide all information and documents reasonably requested by Frame Offices in this context completely, accurately, and in a timely manner, and to report any changes thereto without delay. Based on the information and documents provided by the User, Frame Offices will assess whether it is necessary to request further information or documents.

4.3 Frame Offices is entitled to refuse to enter into an Agreement, or to suspend the service or terminate the Agreement with immediate effect, if (i) the User fails to comply with the obligations referred to in this Article, or fails to do so in a timely manner, (ii) the client due diligence cannot be successfully completed, or (iii) Frame Offices is required or entitled to refuse or discontinue the service pursuant to laws or regulations. Frame Offices shall not be liable for any compensation in this regard.

4.4 Frame Offices provides personal data and other information to third parties, including supervisory authorities and the Financial Intelligence Unit, if and to the extent that Frame Offices is required to do so pursuant to the Anti-Money Laundering Act (Wwft) or other laws or regulations, in compliance with the General Data Protection Regulation (GDPR). Frame Offices may be legally required or authorized not to disclose such disclosure to the User.

4.5 In conducting its business, the User shall comply with all relevant laws and regulations, including anti-slavery, anti-bribery, and anti-corruption legislation. The User is not permitted to use the Business Address or the Virtual Office Services for unlawful, criminal,leiden, or immoral activities. If Frame Offices is informed by a government agency or other competent body that there is a reasonable suspicion that the User is engaging in criminal activities from the Business Address, or if the User is or will be subject to sanctions from any government, Frame Offices has the right to terminate all Agreements with the User with immediate effect. The User acknowledges that any breach of this Section 4.5 constitutes a material breach entitling Frame Offices to terminate the Agreement without further notice and to claim damages from the User.

5. Postal service

5.1 During the term of the Agreement, Frame Offices will receive mail at the Business Address on working days during office hours, addressed to the name and trade name(s) of the User mentioned in the Agreement. The Postal Service constitutes a best-efforts obligation.

5.2 Depending on the package selected in the Agreement, received mail will be (i) kept for collection by the User, (ii) opened, scanned and forwarded digitally to the User by e-mail or via a secure environment and/or (iii) periodically physically forwarded to an address specified by the User. By selecting a scanning or forwarding service, the User expressly authorizes Frame Offices to open or forward mail items addressed to the User, respectively. The costs of physical forwarding (postage and handling) shall be borne by the User in accordance with the price list.

5.3 Frame Offices is not obliged to accept packages, registered letters, bailiff's writs, valuable items, items that in the reasonable judgment of Frame Offices are dangerous, illegal, perishable or otherwise unsuitable, or excessive quantities of mail, and may refuse acceptance thereof. Should Frame Offices nevertheless accept such items, this shall be done voluntarily and entirely at the expense and risk of the User.

5.4 The User shall collect mail intended for collection within three (3) months at the latest before we return it. Parcels must be collected within two (2) working days of receipt at the latest due to limited storage space. Frame Offices is entitled to charge reasonable storage costs after the expiration of this period and/or to return mail items to the sender after prior notice.

5.5 Frame Offices exercises the care of a diligent contractor in the execution of the Postal Service, but is – except in cases of intent or willful recklessness – not liable for loss, delay, damage, or incorrect delivery of mail items or parcels, nor for damage resulting from services performed by the postal services, courier services , or other third parties, nor for the consequences of the User's failure to take notice of received mail, or failure to take notice in a timely manner.

5.6 After the termination of the Agreement, regardless of the grounds thereof, Frame Offices shall not be obliged to receive, retain or forward any mail for the User. Mail received after the termination date shall be returned to the sender or, if return is not reasonably possible, destroyed three (3) months after the termination date, without Frame Offices bearing any liability in this regard. The User is solely responsible for informing business relations and authorities of his change of address in a timely manner.

6. Telephone service

6.1 If the Telephone Service has been agreed upon, Frame Offices will make a telephone number available to the User and/or incoming calls will be answered in the User's name and – at the User's option – forwarded to a number specified by the User or relayed via message, during office hours on working days.

6.2 Telephone numbers made available to the User shall remain at the disposal of Frame Offices or the relevant telecom provider at all times. The User cannot derive any right to number retention or porting of the number after the termination of the Agreement from the Agreement, unless otherwise agreed in writing.

6.3 Frame Offices cannot guarantee that the Telephone Service is uninterrupted or free from errors and is – except in cases of intent or willful recklessness – not liable for damages resulting from missed, untransmitted, or incorrectly transmitted calls or messages.

7. Optional Services: meeting rooms, day offices and flexible workspaces

7.1 Subject to availability and after prior reservation, the User may make use of meeting rooms, day offices, and flexible workspaces in the Property or other Frame Offices locations at the applicable rates. The house rules of the respective location apply to the use thereof.

7.2 The User shall use the occupied spaces and inventory with care and leave them in their original condition after use. The User is liable for all damage caused by the User or by those using the spaces with the User's consent.

7.3 Cancellation of reservations is possible in accordance with the cancellation conditions. In the event of late cancellation, the full fee is due. Meeting rooms, day offices, and flexible workspaces can be cancelled free of charge up to 24 hours before the start of the reservation. For the purchase of catering items, free cancellation applies up to one week before the start of the reservation.

7.4 Frame Offices will endeavor to deliver requested (Optional) Services as soon as possible. This constitutes merely a best-efforts obligation, and Frame Offices is not liable for any delay in the delivery of (Optional) Services. If Frame Offices believes that a request for Services is excessive, it has the right to charge an additional fee based on Frame Offices' customary rates and the time and costs involved in delivering the service.

8. Commencement, duration and termination of the Agreement

8.1 Each Agreement is entered into for the initial period stated in the Agreement. Subject to timely termination by either Party, the Agreement shall be continued after the expiry of such period for successive periods equal to the initial period, subject to written notice of termination by either Party with observance of the Notice Period.

8.2 Each Party may terminate the Agreement in writing at the end of the current period with due observance of the Notice Period of at least two (2) months, unless a different period is provided for in the Agreement.

8.3 If, for whatever reason, Frame Offices is unable to provide the Virtual Office Services at the commencement of the Agreement, Frame Offices shall not be liable to the User for this. Payment of the fee shall be suspended until the Virtual Office Services can be provided. Subject to availability, Frame Offices will offer an alternative Business Address. If no alternative can be offered, the User may postpone the commencement date or terminate the Agreement.

9. Termination with immediate effect

9.1 Frame Offices may terminate the Agreement immediately after proper notice of default to the User in the following cases:

1. if the User has not paid the amounts due by him at the agreed times; or
2. if the User fails to comply with any material obligation under the Agreement, these General Terms and Conditions or the house rules.

9.2 Frame Offices may terminate the Agreement with immediate effect without observing a notice period and without notice of default, if:

1. the User uses the Business Address or the Virtual Office Services in violation of public or private laws, regulations, or obligations;
2. the User no longer complies with the UBO requirements imposed by operation of law, or the client due diligence as referred to in Article 4 can no longer be successfully completed;
3. the User ceases his profession or business wholly or to a significant extent;
4. the User applies for admission to the Debt Restructuring Act for Natural Persons or the Private Agreement Homologation Act, or is already admitted to one of these acts;
5. the User is not a natural person and loses its legal personality, is dissolved or is de facto liquidated;
6. the User is declared bankrupt;
7. the User offers a settlement outside of bankruptcy or if the User's assets are seized;
8. the User passes away; or
9. the collaboration between Frame Offices and the Owner regarding the Property ends or has been terminated.

9.3 If Frame Offices terminates the Agreement pursuant to Article 9.1 or 9.2, the User remains obliged to:

1. payment of the fee for the Virtual Office Services for the current period of the Agreement and for the purchased Optional Services; and
2. indemnifying Frame Offices against any costs and/or losses and/or third-party claims resulting from the immediate termination of the current Agreement.

10. Consequences of the termination of the Agreement

10.1 Upon termination of the Agreement, regardless of the grounds thereof, the User's right to use the Business Address shall cease with immediate effect. As of the termination date, the User shall cease and refrain from any use of the Business Address, including use on letterhead, invoices, website(s), and in registers.

10.2 User shall ensure that its registration at the Business Address in the Trade Register of the Chamber of Commerce is changed no later than fourteen (14) days after the end date. If User fails to do so, Frame Offices is entitled – without prejudice to its other rights – to notify the Chamber of Commerce and other authorities that User is no longer established at the Business Address and to request that the registration be adjusted ex officio.

10.3 If, after the termination of the Agreement, the User continues to use the Business Address or the Virtual Office Services without the permission of Frame Offices, the User shall be liable for all damages and losses suffered by Frame Offices and shall owe an additional fee for the duration of the unauthorized use in accordance with the amount for the Virtual Office Services, without prejudice to the penalty referred to in Article 18.

10.4 Article 5.6 applies to the handling of mail received after the end date.

11. Fees and payment

11.1 The fee for the Virtual Office Services is due in advance per period and must be paid into the account specified by Frame Offices. The payment must be credited before the first day of the period to which it relates. Fees for Optional Services are invoiced retrospectively or at the time of reservation.

11.2 Payment of the fees and any additional amounts shall be made no later than the due dates, in legal tender of the Netherlands, without suspension, withholding, or set-off against any claim that the User has or asserts to have against Frame Offices. The User may only set off any costs if the claim has been established in court. Frame Offices is entitled to unilaterally determine which outstanding claim under an Agreement is to be settled by a payment received from the User.

11.3 Frame Offices will send all invoices electronically and User will make payments via an automated method such as direct debit or credit card, to the extent that local banking systems allow and unless the Parties have agreed otherwise in the Agreement. Invoices shall be paid within fourteen (14) days, unless otherwise agreed between the Parties.

11.4 If the User fails to pay the invoice amount or any part thereof on time, the User shall owe interest, immediately due and payable, of 1% of the invoice amount for each month or part of a month following the due date, from the due date until the date of full settlement. If Frame Offices is compelled to collect the amount due as a result of non-compliance with the payment terms, the full judicial and extrajudicial collection costs shall be borne by the User.

11.5 If User has not paid the amount due after the expiry of the payment term, a first payment reminder will follow after fourteen (14) days, followed by a second payment reminder after another fourteen (14) days. If User fails to respond to both payment reminders, User shall automatically forfeit to Frame Offices a penalty payable of 20% per calendar month that User is in default. This penalty (interest) shall not be due if User has submitted a substantiated claim to Frame Offices by registered letter prior to the due date of the original invoice in connection with complaints regarding (non-)delivered (Optional) Services and Frame Offices has not responded substantively thereto within four (4) weeks after receipt. The foregoing shall not affect Frame Offices' right to exercise its other rights, including the right to performance and the right to full compensation insofar as the damage suffered exceeds any penalty forfeited.

11.6 Frame Offices is furthermore entitled to suspend the Postal Service, the Telephone Service and access to Optional Services as long as the User is in default with the payment of any amount due, without being liable for any damages arising therefrom.

11.7 Indexation. Adjustment of the fee agreed upon in the Agreement shall take place, for the first time twelve months after the entry into force of the Agreement, on the basis of the change in the monthly price index figure according to the consumer price index (CPI) series for all households (2015=100), published by Statistics Netherlands (CBS). The adjusted fee is calculated according to the formula: the adjusted fee is equal to the applicable fee on the adjustment date, multiplied by the index figure of the calendar month that lies four calendar months prior to the calendar month in which the fee is adjusted, divided by the index figure of the calendar month that lies sixteen calendar months prior to the calendar month in which the fee is adjusted. The fee shall not be adjusted if indexation results in a lower fee than the last applicable one. An indexed fee is due and payable, even if no separate notification of the adjustment is given to the User. If the CBS ceases publication of the said price index figure or changes the basis of the calculation, an index figure that is adjusted as closely as possible to or comparable with that index shall be applied.

11.8 To the extent that Frame Offices can demonstrate an increase in the purchase price level of the Virtual Office Services of at least 5%, Frame Offices reserves the right to adjust the compensation and/or the rates for (Optional) Services. The User is bound by such an adjustment following substantiated notification by Frame Offices.

11.9 The fees for a renewal of an Agreement will be based on the then-applicable market rate. If a new market price applies, Frame Offices will notify the User of this at least fifteen (15) days prior to the final termination date.

11.10 The User agrees to pay without delay all taxes and (license) fees that the User is required to pay to any government agency in connection with the purchase of the Virtual Office Services, and to provide proof thereof upon request by Frame Offices.

12. Value Added Tax

12.1 All amounts mentioned in the Agreement and these General Terms and Conditions are exclusive of VAT. The Virtual Office Services and the Optional Services qualify as VAT-taxable services; 21% VAT (or the then applicable rate) will be charged on all fees.

12.2 If and to the extent that the tax classification of (part of) the Virtual Office Services changes as a result of changed legislation or regulations, policy, or case law, the Parties shall be bound by that changed classification and the fees shall be adjusted accordingly, without this entitling the User to termination of the Agreement or any compensation.

13. Liability

13.1 Frame Offices or the Owner is not liable and cannot be held liable for damage to the User or third parties resulting from the complete or partial non-delivery, late delivery, or defective delivery of the Virtual Office Services or Optional Services, disruptions in (telecommunication) facilities, the acts or omissions of postal services, courier services , and other third parties engaged by Frame Offices, or the consequences of weather conditions, fire, explosion, and other incidents, except in the case of damage resulting from intent or willful recklessness on the part of Frame Offices.

13.2 Frame Offices or the Owner is not liable for damage suffered by the User as a result of a competent authority refusing, terminating, or attaching conditions to the User's registration at the Business Address, nor for the consequences of the User's failure to take notice, or failure to take notice in a timely manner, of messages received via the Postal Service or Telephone Service.

13.3 Frame Offices or the Owner shall under no circumstances be liable for any lost revenue, lost profits, loss of expected (cost) savings, loss or damage to data, third-party claims, or (other) consequential damages. The User is strongly advised to insure against such losses, damages, costs, or claims.

13.4 Except in the case of intent or willful recklessness on the part of the senior management of Frame Offices, and without prejudice to the other provisions of this Article 13, the total liability of Frame Offices under the Agreement or of a claim based on tort against the User is limited to the fee paid by the User for the Virtual Office Services in the calendar year in which the damaging event occurred.

13.5 The User is obliged to adequately insure its property, employees, and any third parties brought into the Object by the User, and to keep them insured during the Agreement. Frame Offices or the Owner accepts no liability whatsoever in this regard.

14. Indemnification

14.1 Unless there is gross negligence on the part of Frame Offices or the Owner, the User shall indemnify Frame Offices against claims, damages, losses, and costs resulting from/caused by:

1. the use of the Business Address and the Virtual Office Services by or on behalf of the User, including an incorrect or inadmissible registration in the Commercial Register or with other authorities;
2. third parties whom the User has admitted to the Object or had invited, personnel of the User and persons for whom the User is liable;
3. fines or (damage) claims imposed on Frame Offices due to conduct or omissions of the User;
4. damage caused to the person or property of the User or of third parties and claims by third parties in this regard; and
5. failure to comply with any obligation under the Agreement or these General Terms and Conditions.

15. Confidentiality

15.1 The Parties shall maintain confidentiality regarding the content of the Agreement. Neither Party shall disclose the content of this Agreement without the prior consent of the other Party, unless required by law or regulation or by a competent authority. This obligation shall also apply after termination of the Agreement. Frame Offices shall at all times maintain confidentiality regarding the User's business operations and the content of information obtained via the Postal Service and Telephone Service, unless otherwise provided by law or regulation (including the Anti-Money Laundering Act), these Terms and Conditions, and/or the Agreement.

16. Protection of personal data

16.1 The Parties agree that Frame Offices is entitled to process personal data of the User. Frame Offices processes personal data of representatives, employees, and UBOs of the User to the extent necessary for the performance of the Agreement and compliance with legal obligations (including the Anti-Money Laundering Act). Such data shall be used solely for those purposes and shall not be retained longer than necessary or legally required.

16.2 To the extent that Frame Offices opens, scans, and digitally forwards mail items of the User within the framework of the Postal Service, and in doing so processes personal data for which the User is the controller, Frame Offices acts as a processor within the meaning of the GDPR, and the Parties shall conclude a data processing agreement at the first request of either party. Frame Offices shall not use the content of mail items for purposes other than the performance of the Postal Service.

16.3 Frame Offices has taken market-standard technical and organizational measures to prevent other use or leakage of such data.

16.4 Visual Material. The User is aware that Frame Offices collects visual material for marketing purposes and that he and/or his employees may be captured on video when visiting the Object. The use of visual material of individuals for the website or other commercial purposes is only permitted if explicit consent has been given by the person concerned.

17. Security deposit

17.1 If a Security Deposit has been agreed upon in the Agreement, the User shall pay this before the effective date of the Agreement. The Security Deposit shall be held by Frame Offices, without any obligation or liability to pay interest, as security for the fulfillment of all obligations of the User under the Agreement. The Security Deposit or the balance remaining after deduction of amounts owed by the User shall be refunded to the User after the User has settled accounts with Frame Offices and the use of the Business Address has demonstrably and completely ceased, including the change of registration in the Commercial Register as referred to in Article 10.2.

17.2 If the Security Deposit is claimed in whole or in part by Frame Offices, the User shall replenish the Security Deposit to the agreed amount upon first request. Negative interest shall be for the account of the User.

18. Fine(s)

18.1 If the User fails to comply with the provisions of the Agreement or these General Terms and Conditions after proper notice of default by Frame Offices, the User shall owe Frame Offices an immediately payable penalty of at least € 250 (two hundred and fifty euros) per calendar day for each calendar day that the User is in default, to the extent that no specific penalty has been agreed. This applies in particular – but not exclusively – to the continued use of the Business Address in violation of Article 10 after the termination of the Agreement. The foregoing shall not affect Frame Offices’ right to exercise its other rights, including the right to performance and to full compensation for damages insofar as the damages suffered exceed the penalty.

19. Other provisions

19.1 Frame Offices is entitled to transfer its rights and obligations under the Agreement to third parties at any time, and the User hereby grants its cooperation and consent thereto. The User may not transfer any rights or obligations under the Agreement without the prior written consent of Frame Offices. This Article 19.1 has proprietary effect and is binding upon third parties.

19.2 All notices and communications made by Frame Offices or the User must be in writing. "In writing" is also understood to mean electronically to the email addresses as communicated and known to Frame Offices.

19.3 If and to the extent that, on the grounds of reasonableness and fairness or the unreasonably burdensome nature, reliance could not be placed on any provision of the Agreement, the relevant provision shall in any event be given a meaning that corresponds as closely as possible in content and purport, so that reliance can be placed on it. If any part of the Agreement or these Terms and Conditions is void or voidable, this shall not affect the validity of the remaining part. Instead of the voided or void part, that which, in a legally permissible manner, comes closest to what the Parties would have agreed upon had they been aware of the voidness or voidability shall apply as agreed.

19.4 Any consent given by Frame Offices is a one-time consent and does not apply to different or consecutive instances. Frame Offices is entitled to attach reasonable conditions to its consent.

20. Applicable law and choice of forum

20.1 The Agreement and the General Terms and Conditions, as well as the house rules declared applicable, are governed by Dutch law. Disputes shall be settled by the Dutch courts. Unless the Parties expressly agree otherwise in writing, all disputes relating to the Agreement, these General Terms and Conditions, and other claims between the Parties shall be brought before the competent court in the district Den Haag.