General Terms and Conditions

Article 1: Applicability

These General Terms and Conditions of Service (also referred to as “Terms”) apply to, and are incorporated into, all agreements agreed with Stichting House of Companies (''House of Companies''), all House of Companies’s offers and quotations and deliveries and services provided by House of Companies.

The applicability of the terms and conditions of the client is hereby specifically rejected, unless agreed in writing otherwise.

By accepting these General Terms and Conditions, the Client waives any right to claim that any other general terms and conditions shall be applicable.

The applicability of general terms and conditions of the Client (or any other party) is expressly excluded.

In case any provision in these Terms shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If one or more provisions of these Terms shall appear to be fully or partly illegal or not enforceable under the applicable law, they shall hereby be replaced by provisions for which this does not apply and which provide near enough the same as the void and non-enforceable provisions.

No variation to these terms and conditions may be agreed other than in writing and signed by authorized representatives of the parties and any variations to particular purchase agreements shall not apply to other purchase agreements unless expressly confirmed in writing.

Article 2: Definitions

1.2 The Client: the natural or legal person with whom House of Companies has entered into an agreement or to whom House of Companies has issued a quotation.

1.3 The location: the place where House of Companies offers the services, flexible workstations, mail service (Business mail address & Service office) and meeting rooms to the Client; the location is managed by a Business partner of House of Companies.

1.4 The services: the services offered by House of Companies, also specified in the specific conditions.

1.5 Business partner: the owner/manager of the location and the provider of other services.

1.6 The specific conditions: the conditions which are applicable to one or more services of House of Companies.

1.7 The agreement: the (on-line) quotation digitally accepted by the client, between House of Companies and the Client.

1.8: Structure: the Company or group of Companies to which House of Companies provides services

Article 3: The Contract

Any contract between House of Companies and the Client will incorporate and be subject to these Terms and Conditions and no other terms and conditions shall be binding unless they are expressly agreed in writing by the CEO of House of Companies or other authorised person.

The Client's Order for one of the Services of House of Companies (such as the ue of a registered office facility for a a Legal Entity) will be deemed accepted only when House of Companies has been returned an Order form, and/or has received the invoice details and/or when a letter of Engagement or such other form of instruction has been sent by e-mail which implicitly accepts these terms and conditions.

The Client acknowledges that he/she has entered into the Contract with House of Companies and is subject to these conditions as a principal and not as an agent for or on behalf of any other person and accepts personal liability for the payment of House of Companies's fees.
In the case House of Companies provides services to a company, the Client agrees to give his/her personal guarantee that House of Companies's fees will be paid. Therefore each Ultimate Beneficial Owner that can be considered The Client, is deemed to be personally liable for the costs of the Services provided by House of Companies.

The Client’s Order concerning the formation of a legal entity, will in any event also be considered an Order by the ultimate shareholder/beneficial owner, and for this reason The Client will be personally liable for the payment of the Fees to House of Companies.

In its confirmation (the “Order/Confirmation Sheet”), House of Companies Business Group shall detail the nature and composition of Products to be provided, including the time schedule of the deliverables.

The Order/Confirmation Sheet will include an invoice for a down payment, which is payable within 5 working days. Save for a case of gross negligence or willful misconduct by House of Companies Business Group, such down payment is not refundable. The Client will pay the remainder of the Fees immediately to House of Companies Business Group within the period of time set forth in the invoice, and/or Confirmation Sheet, that House of Companies Business Group will issue immediately upon receipt of the Written Request.

Should the Client fail to pay within that period, a contractual fine will be due, equal to 25% of the amount of the invoice, which is not subject to compensation or set-off by the Client and cannot be reduced by a court or arbiter.

Upon receipt of the full amount of the invoice, House of Companies Business Group will proceed to execute the Structure within 30 working days or such period as shall be agreed explicitly in writing.

Article 4: Written Request

The Client, upon receipt of such Proposal, is under no legal obligation to accept the Proposal. However, the Client warrants that before issuing a Written Request to the House of Companies, he shall always do the following:

Determine whether he fully understands the Proposal and whether this is according to his wishes

Consider to consult his own advisers/suppliers in professional areas including without limitation legal, taxation and accounting

Read the Proposal and these General Terms and Conditions, and any relevant product conditions, in full detail, in order to understand the nature and the legal conditions set forth therein

Determine whether he has questions to be asked to House of Companies Business Group

Determine whether all the information he has submitted to House of Companies Business Group to date have been accurate, still are accurate and true

By issuing a Written Request to the House of Companies, the Client declares unconditionally that he has done or has willingly and consciously not done what is set forth in these Generals Terms and Conditions.

Article 5: Use of the services of third parties

When providing Services House of Companies is entitled to use affiliated third parties providers. House of Companies shall, as far as possible, consult the Client before instructing third parties and shall in any event exercise due care in its selection of third parties.

House of Companies shall not be liable for any acts and/or omissions of third parties providers.

The Client indemnifies and holds House of Companies harmless from and against any and all third party claims, including reasonable legal costs, arising in whatever manner from the activities carried out for the Client, unless they are a result from gross negligence or wilful misconduct by House of Companies.

Article 6: Client On-boarding & Monitoring

In order for House of Companies to provide any Service, House of Companies performs Know Your Customer- research, and each Client must present an authenticated ID (passport, ID, or driving license), a proof of address, and (if relevant) a valid extract from the trade register of the Chamber of Commerce.

The extract of the Chamber of Commerce may be no older than 3 months, and the proof of address may not be older than 1 month In pursuance of the WWFT House of Companies is only authorized to start the activities after completion of the procedure prescribed by the said Act regarding identification of the client and potential ultimate beneficiaries.

The Client is required to fully comply with any information requests concerning the corporate structure or background of the Company (during the formation, or ongoing monitoring), or the UBO’s involved in the Service that will be provided by House of Companies. House of Companies is regulated via the WWFT, and can be required to share Client’s information to the regulating agency. The Client might be required to share certain personal or company information to (government) agencies, and House of Companies can insist that Client fulfills these requirements and/or provides a statement on such affair.

In pursuance of the Dutch Money Laundering and Terrorist Financing (Preven- tion) Act (WWFT) House of Companies is held to report unusual transactions within the meaning of the said Act to the Financial Intelligence Unit (FIU – Netherlands).

House of Companies shall never be liable for damages that a client incurred, incurs or shall incur due to or in connection with a notification wrongly made within the framework of the WWFT, unless there is question of intent or gross negligence on the part of House of Companies.

House of Companies shall never be liable for damages that a client incurred, incurs or shall incur due to or in connection with the fact that House of Companies was not able to complete the identification procedure as intended in the WWFT yet, unless there is question of intent or gross negligence on the part of House of Companies.

Extra ‘Due Diligence’ fees can be applicable, in the event that House of Companies has reason to further investigate the background of the Client or the Company, or any the transactions that it has performed. Extra identification fees are relevant in certain events (appointment of >2 individuals (75 EUR pp) or > corporate body (150 EUR pc).

Article 7: Domiciliation & Postal Services

1.1 House of Companies provides the option to register a legal entity at the premises of House of Companies, and receive correspondence, as well as use the flexi-desk office facilities. We provide such service from our main location in Breda, or House of Companies can act as a broker in case the client prefers the use of a service at a different location, which would be executed by a third party. House of Companies can only make statements concerning the services it provides from it’s own location in Breda (or later possibly other cities). In case the services of other locations are used, other Product Conditions might apply, and will be shared after the order has been completed (or upon request of the Client).

House of Companies ensures that the reception desk is manned during office hours (09.00u - 17.00u) during week days, with the exception of Dutch holidays, or other days which are announced at least 1 week in advance.

Flexi-desk services are available for Domiciliation Clients during office hours (09.00u - 17.00u) during week days, with the exception of Dutch holidays, or other days which are announced at least 1 week in advance. The availability of a flexi-desk can only be guaranteed if the desk has been reserved via email or phone with a House of Companies representative.

Our domiciliation services do not provide full access to the premises, nor does it allow the Client to receive unlimited amounts of letters, and/or parcels. For any non-standard situation (>100 letters per year, that fit through a standard mailbox) the Client should discuss his situation with a House of Companies representative to discuss the procedure, or possible extra fees. If such discussion takes not place, due to fault of the Client, House of Companies can decide on the extra handling fees based on the time and effort spent.

Our standard Post Services includes the handling of max. 100 letters per year (and max 12 parcels), including mail-forwarding on a weekly basis, and option to personally collect mail once per week. The standard level of Postal Services includes the option to get 3 scanned letters per month, without extra charges.

Conditions apply to the size of parcels that are delivered at the location (parcels which do not fit through a standard mailbox, and pallets can’t be accepted inside the building.

Extra fees will be charged by House of Companies in the event of representation on behalf of the Client during a visit by government agencies, debt collectors, etc. based on an hourly rate of 85 EUR per hour. In the event that House of Companies might reasonably expect upcoming incidents, it can request the Client to pay a(n extra) security deposit, to cover the expected charges. Non-cooperation might result in immediate cancellation of the services, and de-registration of the company, without any responsibilities or liabilities towards House of Companies for any (indirect) damages this cancellation of services might result in.

Article 8: Offer

A quotation issued by House of Companies shall not constitute a binding offer.

An order submitted by the Client constitutes a legally binding offer to enter into an agreement with House of Companies pursuant to these General Terms and Conditions of Service and the terms of any relevant quotation sent by House of Companies.

Such offer may be accepted by House of Companies by written acceptance of the Order, oral acceptance of the Order, or by the House of Companies’s beginning to perform its obligations consistent with the existence of an agreement.

Article 9: Validity, Delivery and limitation of liability

This Agreement shall enter into force immediately after both parties have signed it, or the Client has approved it via the online application/by paying the invoice issued by House of Companies ánd the agreement is signed by House of Companies.

This Agreement shall not be modified or changed unless otherwise agreed in writing by the parties to this Agreement.

Any changes or additional provisions relating to this Agreement shall be in writing. Any notification, request or other correspondence shall be in writing or sent to the other party in form of mail, telefax or telegraph.

If you opt for a payment frequency of more than three months, the duration of the agreement is equal to the chosen payment frequency. For example: if you opt for a payment frequency of twelve months, the duration of the agreement is also twelve months. If the agreement is not cancelled or not terminated in time, the agreement is automatically renewed for the same duration. The agreement has a notice period of three complete calendar months towards the end of the (extended) agreement.

The estimated completion date of any service to be rendered by House of Companies should be regarded as an estimate only, but House of Companies will use all reasonable endeavours to comply with the estimated completion dates.

If House of Companies does not comply with deadlines or the Client is not happy with the way the services are carried out by House of Companies, the Client has to report the complaint to House of Companies within fifteen (15) working days after the problem has occurred.

After the period of fifteen (15) working days is completed, House of Companies will not be responsible to fix the matter and will not take any responsibility for the damage caused by that issue.

House of Companies shall not be liable for non-completion or delays of an assignment caused by the client’s delay in providing necessary information, documentation and any other information that might be requested by House of Companies during the performance of services. Any Service information that has been provided by House of Companies should be considered general information, and the Client is responsible to contact an independent tax or legal advisor to get a full impression of the legal consequences of the Service, or the renewal of a Service.

House of Companies shall not be liable for non-completion or delays of an assignment when completion depends on input third parties (including governmental authorities), including but not limited to delays in the registration for Value Added Tax number, delays of Banks in when opening a bank account or the Immigration authorities late decision in case of residence permit.

House of Companies shall only be held liable for non-completion of assignment or delay in providing services, if the Client proves that the non-completion or delays were caused by the wilful neglect or wilful default of House of Companies. The extent of House of Companies’s liability shall not exceed the amount of the contract amount and in no circumstances will House of Companies be liable for any consequential loss or loss of profits arising as a result of the above.

House of Companies shall not be liable for any (travel) expenses incurred by the Client, due to extra required visits to the Netherlands to fulfill any of the Services provided by House of Companies, or any legal requirements. The Client can’t claim any expenses, unless such extra expenses have been discussed and approved by House of Companies in advance, before such expenses have been effectively made.

In the event of any of the following conditions or circumstances, the parties shall notify the other party in writing: according to the agreement, House of Companies Business group or the Client does not perform or fail to comply with its duties or obligations, or when one party still does not perform or comply with their duties within 30 days after getting notification from the other party, the other party can immediately terminate this agreement unilaterally.

House of Companies Business Group will continue to provide the Services to the Client unless one of the following events occurs:
- After the execution of the Structure, information provided by the Client proves to be and have been false
- The line of business pursued by the Client using a legal entity in the Structure, is illegal
- The Client does not pay two invoices in a row within the period set forth therein, or an invoice has been due for longer than six months
- The Client breaches the Confidentiality clause

If any of these events occur, House of Companies Business Group may terminate the provision of the Services immediately, whilst issuing a notice thereof to the Client immediately, unless the Client can prove to House of Companies Business Group, who will assess such proof at its own discretion, that such events actually have not occurred.

The Client may, after having paid all the outstanding invoices, terminate the contractual relation with House of Companies Business Group at any time, by sending a letter by registered mail to the House of Companies Business Group. Such termination shall not effect any outstanding or upcoming invoices as covered by the Contract/Order Sheet, during the pending contract period.

In case of termination of the contract, extra fees can be applicable to cooperate with the Client to transfer his records or administration. House of Companies Business Group is not required to cooperate with the Client on any requests after the expiry of the contract, although House of Companies Business Group can charge fees if it decides to do so. These fees will have a minimum of 300 EUR. In case we need to deal with a new corporate service provider, and assist in the transfer of the company, the minimum fees will be 750 EUR. For the transfer of the bookkeeping, we refer to the Bookkeeping Agreement.

In case of the appointment of a new representative of the Company, House of Companies will have to start a new Client onboarding/due diligence procedure, for which fees can be applicable. House of Companies Business Group will need to receive a signed board resolution to appoint any new representative (legalized with apostill) in order to provide information or forward any correspondence.

Article 10: Security deposit, invoicing, and payment

4.1 As soon as an agreement between the Client and House of Companies has been concluded, the Client is obligated to settle a security deposit to the amount of once the established monthly sum, as well as the start-up charges in the amount of € 75 excl. VAT, by bank transfer to a bank account to be indicated by House of Companies on the invoices.

This security deposit serves for additional security for payment of everything which House of Companies has or may obtain as a claim on the Client. The Client must constantly make sure that a sum amounting to 2 average monthly invoices is in the possession of House of Companies at all times as a security deposit. No interest is compensated over the security deposit and no VAT is calculated over the security deposit either.

4.2 House of Companies has the right to forward the invoices electronically (if legally permitted).

4.3 Besides the security deposit, the Client is also obliged to pay the first term invoice in advance.

4.4 The term invoices received from House of Companies after must be paid within 14 days after invoice date.

4.5 Amounts paid in advance by the Client are not refunded. Also in the event of the premature termination of the agreement between the Client and House of Companies, no refund takes place for amounts paid in advance.

4.6 If the Client does not pay House of Companies in time, House of Companies may announce, after declaring the default of the Client and the term set has expired without the Client having complied with his obligations, a ‘service stop’. This means that House of Companies and the Business partner of House of Companies have the right to cease the provision of their services with immediate effect.

4.7 The security deposit is repaid within 60 days after termination of the legal relationship between the Client and House of Companies, on condition all payable claims have been settled by the Client. If the Client has not yet settled all his debts to House of Companies, these debts will first be set off against the security deposit. A possible remaining debt must be paid as soon as possible, but no later than within 7 days after the end of the agreement. A possible remainder of the security deposit will be credited to a bank account number to be indicated by the Client.

4.8 House of Companies has the right to annually increase the costs in conformity with the rental price adjustment index published by the statistics institute CBS. 4.9 If you use one of the payment options linked to House of Companies's website or invoice, it will be processed by Mollie payment provider.

Article 18: Obligations of the Client

The Client warrants and guarantees to House of Companies and his representatives that all the information given by the Client was correct when it was provided and was deemed to remain correct for the foreseeable period thereafter.

The Client is not engaged nor will engage in any illegal activities in any of his/her former, present or future business activities.

The Client is not presently in a state of bankruptcy or suspension of payment, has at present no conflict with (his/her national) tax authorities with regard to any special tax position identical or similar to the structure.

The Client shall inform House of Companies or its representative immediately when a change of circumstances with regard to the information the Client has provided occurs. House of Companies is able to cancel it’s Services in case House of Companies is not able to contact Client within 14 days (utilizing all available contact methods), therefore up-to-date contact information is required at all times. House of Companies shall not be liable for any damages caused by the termination of the Services.

The Client shall act in accordance with the instructions set forth in the offer.

The Client shall not disclose the content of the discussion he/she had with the Consult, Account Manager or any other person representing House of Companies unless he is under a legal obligation thereto.

The shall confirm in advance if there is a need to make arrangement for a specific delivery place for the corporate documents (related to the legal Entity formation), or any other correspondence. Extra costs shall be borne by the Client if the delivery place is changed abruptly by the Client

Article 11: Guarantees and Warranties by the Client

The Client, guarantees and warrants to House of Companies ;

that any asset introduced, or caused to be introduced, to the Structure has been lawfully introduced and is not derived from, or otherwise connected with, any illegal activity;

that the Structure will not be engaged or involved, directly or indirectly, in any unlawful activity or be used for any unlawful purpose; and the Client will House of Companies fully informed of all business to be transacted in the name of or for the account of the Structure; and that the Client will use his best endeavours to ensure that the Structure is run in an ethical, business-like manner and complies with all applicable laws and regulations;

that no instructions given to House of Companies Business Group will require or involve any unlawful act or contain any falsehood or deception and that all information given will be accurate;

that the Client will not use the Structure in any manner contrary to the intent or letter of any applicable code applicable to dealing in securities.

The Client warrants and undertakes that he will at all times ensure and procure that the Structure is provided with sufficient funds to meet its obligations (actual, contingent and provisional) including the costs of any winding up procedure and will not cause or allow the Structure, whether by positive act or by default, to be unable to meet its debts and obligations as they become due.

the Client, and it’s representatives, will at all times guarantee the due payment and reimbursement by the Structure to House of Companies of all fees, disbursements and expenses in connection with the Services and generally the due discharge by the Structure of all its liabilities.

the Client will, at all times, indemnify and keep indemnified House of Companies, its employees, any Structure under its direct or indirect control and their directors or employees, and the Appointees from and against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities whatsoever which may arise or occur or be taken, commenced, made or sought from or against the Arranger and/or Advisor and/or Provider or the Appointees in connection with or arising from the Services save and except for any fraudulent or grossly negligent act or omission on the part of House of Companies.

at all times the objectives and activities of the Client in relation to the Structure shall be lawful in any country or jurisdiction where they are or will be carried on.

The Client warrants that diligent inquiry has been made prior to any instructions given at any time by the Client to House of Companies to determine they shall be lawful and will not infringe rights of any third party or the rights of any person who has or may at any time have any valid and binding agreement with the Structure.

Article 12: Immediate termination of the contract

House of Companies has the right to terminate any contract with a Client immediately when there is any evidence that an illegal event took place, including but not limited to: money laundering, terrorism financing or other illegal activities related directly or indirectly to the Client, its directors or employees.

The Client will be responsible and liable for any damage caused to House of Companies related to illegal activities.

House of Companies can charge extra due diligence/research fees, in the event it has to terminate the contract for the above-mentioned reasons.

Article 13: Extra Costs

House of Companies is entitled to charge a retainer fee for the background check up of the Client or for any person who contacts House of Companies on behalf of the Client. Such fees may occur an a annual basis, to ensure the background information is still up to date (500 EUR as a standard fee).

Article 14: Certificate of Conduct

The Client is required to send House of Companies a certificate of conduct any time House of Companies asks for it. If the Client fails to do so, House of Companies can terminate the contract immediately and the amount paid will not be refunded.

Article 15: Terms of Payment

The contract price shall be due within 30 days from the day the invoice has been sent by House of Companies, except when it has been agreed otherwise in writing.

In the event of failure by the Client to pay any amount due to House of Companies, the Client will be liable to pay interests at a interest rate of 6% per annum calculated on the outstanding amount due and such interest will accrue daily from the due date until the date payment has been received by House of Companies.

In the case that the Client is in the process of liquidation, has been declared bankrupt or has been granted a moratorium, the obligations of the Client to pay will be due and payable on demand. The obligations of the Client to pay will also be due and payable on demand in the case that House of Companies is informed about any circumstance that would constitute a ground for assuming that the Client will not (be able to) meet the obligations (to pay).

House of Companies may at its discretion at any time require partial or full advance payment of the amounts payable to House of Companies by the Client, or require the Client to procure a third party guarantee in respect of those amounts, to House of Companies’s satisfaction; or require that payment is made by an irrevocable letter of credit confirmed by a bank acceptable to House of Companies, and the Client's failure in each case will entitle House of Companies to suspend delivery of his services.

Article 16: Cancellation costs

Once the order form is signed by the Client, the Client will have to pay House of Companies the full price of the service even if the Client decides to cancel the services of House of Companies. House of Companies provides no refund, for any service(s) that might have have been rendered.

The Client will also not be refunded the full amount paid if House of Companies decides to terminate the contract for reasons mentioned in Article 20.

In the event that House of Companies should be liable to refund the Client, then it will consider any paid expenses to third parties, and it shall not refund such paid expenses.

Article 17: Administration Costs

If the Client decides to transfer Services to another company (such as a corporate service provider, or business center), and the involvement of House of Companies will be requested to handover the current files, a transfer fee of €150 will be charged.

Article 18: Waiver of Rights

Any situation in which House of Companies does not make use of any of its rights under these CONDITIONS, shall not be constituted as a waiver for such rights in any other, future or present, situation. A waiver can be only be established for a specific event or situation by either: a written declaration thereto by House of Companiesor by the passing of the period of time given for a claim related to such right for that specific event or situation.

Article 19: Indemnity

The Client undertakes and agrees to indemnify and keep House of Companies, and any person or Structure House of Companies may appoint or nominate to perform any part of the Services, fully indemnified at all times (both during the continuance of this Agreement and after the termination thereof) from and against all and any actions, proceedings, demands and claims which may be brought or made against House of Companies or any such person as aforesaid (or against any parent, subsidiary or associated Structure of House of Companies ) arising as a result of or in connection with or in consequence of any such appointment and in the course of performing the Services or any part thereof, on condition however that this indemnity shall not extend to the willful default of House of Companies or any such other person against whom a claim is made.

Article 20: Applicability

The Client recognises and accepts that House of Companies is, by entering into this Agreement, representing all and each one of the persons it may nominate or appoint, including the Appointees to perform the Services and it shall be applicable for the benefit of such persons save as otherwise specifically provided for herein.

Article 21: Representation and liability

The Client is obliged, to the extent that more than one natural person or legal entity is entering into the Agreement with House of Companies, to appoint one natural person who shall represent the Client vis House of Companies (the “Representative”). In case of disputes between the parties who jointly form the Client, House of Companies will have the right to regard the Representative as the Client, unless proven differently by a valid document signed by all or a court order or verdict.

The natural persons (UBO’s) or legal entities (either the Client or his Adviser), who jointly form the Client are each individually liable towards House of Companies for the fulfillment of the obligations of the Client. House of Companies Business Group are, to the extent that they are not the same, separate entities and not jointly liable for the fulfillment of obligations towards the Client or the constituting parties.

In the event the Client is represented by its Adviser, a separate Adviser Agreement to this Agreement will be applicable, which covers the cooperation between the Adviser and The Client.

6.1 The liability of House of Companies is limited to direct damage resulting from shortcomings attributable to them, under the proviso that the liability is maximized at twice the net invoice amount regarding the relevant services, with a maximum of € 2,500.

6.2 The Client is liable toward House of Companies and third parties for damage resulting from the shortcoming(s) of the Client. The Client safeguards House of Companies against damage claims of third parties which are the consequence of these shortcomings.

6.3 House of Companies is never liable for indirect damage, consequential damage, loss of turnover and/or profit and the likes, whatever they are called.

6.4 If the Client acts in violation of an obligation pursuant to these general conditions, the specific conditions or of an agreement or of further agreements which may result therefrom or from any other existing or future legal relationship, he/she will forfeit, without requirement of any default notice, an immediately payable fine, ineligible for judicial moderation, to House of Companies for every violation, to the amount of € 5,000, without prejudice to the right of House of Companies to claim full indemnification besides.

Article 22: Communication and notices

Sending messages to House of Companies by any electronic means will be at the Client’s own risk. House of Companies will not be responsible or liable for the non-arrival of any message sent by electronic means.

Any notice required or purported to be given under the Agreement or these general terms and conditions to any of the parties hereto by the other party shall be in writing and may be given by personal delivery or by post or transmitted by fax, telex or electronic mail to the respective address stated in the preamble to this Agreement, if addressed to House of Companies Business Group or to the Address stated in the Schedule hereto if addressed to the Client or to such other address which may from time to time be notified by each party to the other.

Any notice given as herein above provided to the respective address, shall, if given by post, be deemed received at the expiration of twelve days from the time it is given and if by personal delivery at the time of delivery and if by facsimile, telex or electronic mail shall be deemed received at the time of dispatch of the same. The Client shall be obliged to notify House of Companies Business Group of any change in his address or contact details as soon as they occur. Any notice given to House of Companies Business Group shall be deemed received when sent by registered mail, or when otherwise advised.

Article 23: Applicable law and Competent courts

Unless agreed otherwise in writing, all disputes arising from the Client relationship with House of Companies will be resolved exclusively by the competent courts of the Netherlands.

If not agreed in writing by both the Client and House of Companies, the legal relation between the Client and House of Companies is exclusively governed by Dutch law.

The place of arbitration shall be Breda, Netherlands

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