General Conditions of NOEWE Service Agreement

1. APPLICATION

1.1. The purpose of this Agreement is to outline the terms and conditions under which Noewe will provide Services to the Customer and which will be agreed in this Agreement.

1.2. This Agreement sets out the central principles common to the way of collaboration between Noewe and the Customer.

1.3. Noewe shall comply with these Terms and conditions of Agreement (hereinafter – Agreement) when providing Services to the Customer. A Special Condition has priority over the General Terms. General terms, special conditions and annexes (if any) of this Agreement shall constitute one binding Agreement.

2. DEFINITIONS

2.1. Electronic Data Exchange method – information delivered between the Parties by at least one of the following electronic means of communication:

2.1.1. Email – where the email address is stated in the Agreement.

2.1.2. IT Systems data exchange – where the Customer’s and Noewe’s IT systems are tuned for data exchange.

2.2. KYC – “Know Your Customer”- is the process of knowing Noewe Customers or potential customers in order to identity and/or verify the identity of Noewe Customers either before or during the time that they commence a business relationship in order to ensure compliance with the Law on the prevention of money laundering and terrorist financing.

2.3. Services – the Assignments of the Customer to Noewe, which were submitted in accordance with this Agreement.

2.4. Assignment – legal or other matter and/or question handled by Noewe on behalf of the Customer and/or at the Customer’s request.

3. PRINCIPLES OF PROVIDING SERVICES

3.1. At the outset of the provision of Services, the Parties, by signing the Special part of this Agreement the “Service order”, shall agree on the scope of Services to be performed by Noewe, which may be amended by written agreement between the Parties. The Services provided to the Customer by Noewe are based on the facts of the specific Assignment as provided by the Customer. The Parties agree, that general advice, consultations or clarifications, provided in person or made publicly available without a detailed analysis of documents and the situation shall not be considered as a legal consultation and/or conclusion.

3.2. Unless otherwise agreed, after the completion of the Customer’s assignment, Noewe shall not be obliged to update or amend any documents, opinions or other material produced as a result of the Services due to any reasons, including changes in laws, case law or relevant factual circumstances or etc.

3.3. Noewe shall provide Services to the Customer following legal requirements in the manner prescribed in this Agreement. In the case of unsettled Service provision, Noewe shall follow the principles and provisions set forth in applicable laws, best business practice and provide Service in the manner that is, in Noewe’s judgement, most applicable to the Customer’s interests.

3.4. The Customer shall be obligated to transfer to Noewe only those Assignments for which he has all necessary powers and, that to the best of the Customer’s knowledge, are justified or that the Customer is not aware that data on Assignments is unjustified.

3.5. Pursuant to the Agreement, Noewe, at the Customer’s request shall perform or organize the provision of Services in so far as its capabilities allow, to the extent that such Services do not fall under the concept of investment or other licensed services as provided in relevant laws, which Noewe is not entitled to provide in accordance with applicable legislations.

3.6. Noewe shall act as an independent service provider under the terms of this Agreement. Nothing in this Agreement shall be construed (a) to give either Party the power to direct and/or control the daily activities of the other Party, or (b) to constitute the Parties as employer and employee, franchisor and franchisee, partners, joint ventures, co-owners or otherwise as participants in a joint undertaking. For particular tasks and assignments, the Customer may request Noewe or any of its employees or representatives to act as an attorney on behalf and for the benefit of the Customer, on this basis Noewe shall act within the scope of its powers and this Agreement.

3.7. Noewe may, provided the Customer’s granted authorizations are not exceeded and written confirmation is given, outsource to third parties the provision of Services-related processes and/or separate Services, if so is required or the need arises due to the nature of the Service. The Customer authorizes Noewe to disclose to the subcontractor’s information and documents required for rendering the Services. The Customer shall pay an additional amount for services provided by subcontractors.

3.8. Unless agreed otherwise, intellectual property rights to materials prepared by Noewe during the fulfilment of the Customer’s assignment shall belong to Noewe.

4. COMMUNICATION

4.1. Communication shall be made orally, in writing and / or by an Electronic data exchange method.

4.2. Assignments given shall be deemed to have been received by Noewe upon receipt of written notice as referred to in this Agreement, by an Electronic data exchange method, or by signing a Special terms” Service order”.

4.3. If the estimated budget for the project, Assignment, or work is up to 5 000 EUR, the Assignment may be ordered via e-mail, the Assignment shall be submitted to the Noewe Contact person mentioned above. Such Assignments will be charged in accordance with the Hourly Rates of Noewe or for an agreed fixed price.

4.4. Unless the Customer instructs Noewe otherwise, Noewe shall provide Services on the assumption that any of the Customer’s senior managers, Contact persons, employees, consultants or family members or other related person, who usually give oral or written instructions to Noewe, are duly authorized to do so by the Customer.

4.5. The Parties agree to remain cooperative throughout the validity of the Agreement.

4.6. The Parties are aware of the risks associated with the IT System data exchange method: messages may get delayed or lost, confidential and personal information may be intentionally or unintentionally modified, stolen or disclosed to third parties. The Parties are not liable for the risks related to electronic communication of digitally formatted information, provided that the Parties has taken all reasonable precautions to avoid such occurrences.

4.7. In order to ensure the smooth and efficient provision of the Services, following Noewe’s request, the Customer shall provide Noewe with documents and/or explanations related to the rendering of Services. Noewe may exercise the right to suspend the provision of the Services until it receives additional documents and/or explanations, if the submission of such documents and/or explanations is necessary for the provision of the Services. In such cases, the term for the provision of Services shall be extended until such circumstances have ceased.

4.8. Regardless of Noewe’s request for the provision of Assignment-related documents, the Customer shall provide all the Assignment-related documents on its own initiative within the shortest possible time. In all cases of doubt of the necessity to provide the documents, the Customer shall inform Noewe about the existing document and will consult with Noewe about the necessity to provide the document.

4.9. At the Customer’s request, Noewe shall within the shortest possible time provide the Customer with information regarding the rendering of Services and required documentation.

4.10. Information submitted by the Parties shall be sufficient, complete, true and its volume and contents thereof should comply with the requirements of the legislative acts, if any. Noewe is not responsible for any damages, incurred by the Customer due to the fact that the information provided by the Customer was incomplete or incorrect.

5. AUTHORIZATIONS

5.1. Noewe has the right to provide Services to the Customer having coordinated the volume of the Services in writing, if it follows from the nature of the Assignment, Noewe also shall have the following powers, including, but not limited to:

5.1.1. to carry out all and necessary actions, negotiate, receive and submit all the necessary documents, submit requests and to receive answers;

5.1.2. Noewe shall have all the necessary rights for representing the Customer of the Assignments specified in the Agreement;

5.2. Noewe has no signature rights on behalf of the Customer, unless Noewe is authorized to do this separately.

5.3. Where appropriate, the Customer will issue a notarized power of attorney to Noewe in order to perform specific actions or transactions.

5.4. The Parties also acknowledge that Noewe’s legal actions performed on behalf of the Customer and in the Customer’s interests within the limits of authorizations shall have a binding effect on the Customer.

5.5. The Customer shall hold the right to cancel granted authorizations in the Assignment by sending written notice to Noewe identifying the Assignment.

5.6. Termination of the Agreement shall be treated as the cancellation of all authorizations that were granted by the current Agreement.

5.7. In cases needed for the rendering of Services, the Parties are free to disclose authorizations granted by the Customer to Noewe that are included in the Agreement.

5.8. Noewe, when acting on behalf of the Customer, shall be liable in accordance with the law of Republic of Lithuania, however Noewe is not liable for losses caused by the Customer’s misinformation or insufficient information.

5.9. If, at the stage of provision of Services or later, it appears that the Assignments were unfair, contrary to the laws or agreements or were provided without being authorized, Noewe shall be relieved of any liability.

5.10. The Customer has the right to appoint or cancel the Authorized Representative(s)/ Contact persons; after all changes Customer shall inform Noewe in writing.

5.11. Noewe shall not incur any responsibility for losses or damages, which may be suffered for acting on the instructions of the Customer or of any Representative(s)/Contact persons or other person as described in Clause 4.4 of this Agreement.

5.12. In the absence of proper instructions from the Customer or Representative(s)/ Contact person, Noewe shall not be liable for any losses suffered by the Customer due to anything done or omitted from being done by Noewe in connection with the Assignment of the Customer provided that Noewe has acted in good faith.

5.13. Where there is more than one person(s) authorized to give instructions and Noewe receives conflicting instructions, Noewe reserves the right not to act upon any of the instructions until there is a consensus between the parties involved as to the unconflicted instructions to be given to Noewe. Where a consensus cannot be reached between the Representatives, Noewe reserves the right to suspend provision of the Services to the Customer.

5.14. When Noewe, acting on behalf of the Customer, is required to provide the Services in accordance with imperative legal requirements, Noewe shall perform the Services in line with such requirements, even without the consent, request or confirmation of the Customer.

6. OBLIGATION OF THE CUSTOMER

6.1. In cooperating with Noewe and at its request the Customer will promptly deliver documents and its position and perform other acts necessary for timely performance of the Assignment.

6.2. The Customer shall immediately, but not later than 3 working days after (i) receipt of the final or interim result of the Services, and/or (ii) Service report, and/or (ii) invoices issued by Noewe, whichever occurs first, provide any remarks/claims regarding the quality of the Services or other questions related to the Services indicated in this Agreement, as well on invoices issued by Noewe, if any.

6.3. While this Agreement is in force and for a period of six months after it ends the Customer or its related entity/person may not solicit or offer employment to current or former employees of Noewe, who work directly or indirectly with the Assignments of the Customer or provide Services to them, if the employment agreement with Noewe has expired less than 6 months previously. Should this clause be breached the Customer will pay to Noewe the equivalent of two years’ average salary of the employee in question.

7. WITHDRAWAL FROM PROVIDING THE SERVICES

7.1. Noewe may refuse an Assignment at any stage of the Services by providing the Customer with a reasoned written explanation for such refusal.

7.2. Noewe reserves the right to temporarily cease/withdraw the provision of Services to the Customer in the following cases:

7.2.1. If providing the Services would unavoidably or it is reasonable to expect that they would breach the Agreement or applicable law – for as long as the reasons that would unavoidably or it is reasonable to expect that they would breach the Agreement or applicable law exist in the attendant Assignment or Agreement;

7.2.2. Should there be a conflict of interest for Noewe;

7.2.3. Due to the Customer’s improper fulfilment of the material obligations – until the reasons for withdrawal are removed;

7.2.4. Where further provision of the Service requires information that is possessed by the Customer, if such a request has been filed – until such time as the required information is delivered to Noewe;

7.2.5. In the case of complication of the Assignment – for a reasonable duration until the required issues are resolved;

7.2.6. Where further provision of the Service requires a notarized Power of Attorney – until such time as the Power of Attorney is delivered to Noewe;

7.2.7. In the case of Force Majeure as regulated by a national Law, in case of pandemic/lock down – for a reasonable duration until the required issues are resolved;

7.2.8. Should the Customer be indebted to Noewe;

7.2.9. If data related with the KYC process is requested but has not been renewed or submitted. And in any other cases which are regulated by the law on the prevention of money laundering and terrorist financing and related internal policies of Noewe;

7.3. The Customer acknowledges that withdrawal from the provision of Services may have a negative effect or losses for which Noewe shall not carry any material responsibility.

7.4. Should Noewe withdraw from providing Services to the Customer, Noewe shall within 5 working days provide the Customer with written or oral clarification substantiating such withdrawal.

7.5. The terms for the provision shall be extended to compensate for the length of time the provision of Services was temporarily halted.

8. LIABILITY

8.1. The Customer undertakes to be liable for the validity of the information provided to Noewe and/or third party (partner) and correspondence with the actual situation and legal acts and shall update Noewe on any change of the relevant facts or factual circumstances. Noewe shall provide Services on the assumption that the information and documents provided to Noewe by the Customer in relation to the Assignment are valid, accurate and correct, unless otherwise explicitly indicated by the Customer.

8.2. Noewe shall be responsible for losses or damages, only if it violates the Agreement or applicable law by illegal conduct.

9. LIMITATION OF LIABILITY

9.1. Noewe liability to the Customer shall be limited to monetary damages up to double the amount of the fees payable for the Services provided. In any case the maximum liability of Noewe for damages caused to the Customer through provision of Services is limited to EUR 50 000. Noewe shall not be liable for any indirect loss, including loss of profit or the value of lost opportunity, and non-monetary damages. Noewe’s liability shall be reduced by any amount that the Customer obtains under any insurance maintained by the Customer or from any contract to which the Customer is a party or indemnity to which the Customer is a beneficiary.

9.2. Should the Customer use Noewe advice, documents or other material prepared in relation to the Assignment for any purpose other than that or which they were provided, Noewe shall not be liable for any loss or damage to the Customer associated with such usage. Furthermore, Noewe shall not be liable for any services provided or advice given to the Customer by any other external advisors/ subcontractors, including those cases where such external advisors/ subcontractors were engaged by Noewe on the Customer’s behalf or their services or advice were provided to the Customer through Noewe, provided, however, that the Customer has been informed about the engagement or participation of such external advisors in fulfilment of the Customer’s Assignment.

9.3. Noewe shall be liable only to the person who entered into the Agreement with Noewe and Noewe shall not be liable for any loss or damage that may be caused to any other third party.

9.4. If under the applicable law Noewe employees or other persons providing services via Noewe are made liable to the Customer, the limitations of liability stated in this section shall apply to these persons as well.

10. REMUNERATION FOR THE SERVICES RENDERED

10.1. The Customer shall provide Noewe with the remuneration for the Services provided in a timely manner as agreed in this Agreement.

10.2. When a fixed or other price is not agreed in the Special Part of this Agreement, the Customer shall pay for each additional hour of provision of Services in accordance with Noewe’s Hourly Rates (hereinafter – the Hourly Rates).

10.3. Noewe may unilaterally change the Hourly Rates and other fees of its professionals from time to time in which case Noewe shall inform the Customer on which Assignment Noewe this change will apply to at least 30 calendar days prior to the new Hourly Rates coming into force. Both Parties shall have the right to unilaterally terminate the Agreement if the new hourly fees are unacceptable to the Customer. However, the termination of the Agreement by either party shall not release the Customer from the obligation to pay the outstanding fees for the Services provided until the date of its termination.

10.4. Value added tax (“VAT”) is not included in Noewe fees for the Services and will be added to fees in accordance and at the rate set by the applicable law.

10.5. If in the course of providing the Services agreed herein Noewe incurs additional expenses for covering the expenses of execution and formalization of documents, expert, specialist and translation services, gathering of information, stamp duty and other charges or expenses, all such additional expenses shall be reimbursed by the Customer by paying the invoices issued by Noewe, provided these additional expenses were agreed with the Customer.

10.6. Where, upon a request of the Customer, it is necessary to travel to another city or another country, the travelling time and working time expenditure shall be reimbursed according to a separate agreement

10.7. Noewe issues and sends the invoice for Services provided to the Customer which shall be paid in full within 7 calendar days from the date of issue of the invoice. The invoices may be delivered electronically and, in such cases, shall be valid without the Parties’ signatures.

10.8. It is considered that the Customer has received the invoice, if Noewe has sent it to the Customer’s email address, indicated herein or to an email address which was indicated separately by the Customer in writing.

10.9. Should the Customer be late in paying Noewe according to the provisions of the Agreement, at the request of Noewe, the Customer shall pay a fine of 0.02% fine from the payable amount for every day of delay.

11. BREACH

11.1. In case of breaches, the Parties shall remain cooperative and disclose all the requested information.

11.2. Each Party shall inform the other Party of any claims received and enable the other Party to respond to the claim.

11.3. The Parties have an obligation and the right to rectify breaches of the Agreement caused by the Party.

11.4. Should one of the Parties fail to meet its obligations according to the Agreement, and does not take sufficient corrective actions within a reasonable time after notice in writing or email, the other party may revoke the Agreement with immediate effect in accordance with Clause 12 of this Agreement.

11.5. If for any reason the Customer is not satisfied with the Services of Noewe, the Customer must inform the Contact person responsible for the Assignment immediately after it becomes aware of the circumstances giving rise to the complaint or claim. All claims of the Customer must be submitted in writing and must include a clear description of the circumstances giving rise to the submitted claim. If the Customer has any evidence regarding the violation of the Customer’s rights, then all such evidence must be appended to the complaint.

11.6. Noewe shall not be liable for any claims made later than 12 months after the following event, whichever occurs first: (i) the completion of the Customer’s Assignment; or (ii) the circumstances giving rise to the claim became known or should have become known to the Customer. If the Customer fails to submit the claim to Noewe within the aforementioned period, the right of the Customer to submit the claim shall be deemed to have expired.

12. VALIDITY AND TERMINATION

12.1. This Agreement shall come into force on the day on which it is signed by the Parties, unless otherwise specified in the Special part, and is valid until terminated or until the date of expiry.

12.2. The Parties have the right to terminate the Agreement by sending written notice to the other Party 30 calendar days prior to the termination date.

12.3. The Parties shall possess the right to terminate the Agreement immediately by notifying the other Party 5 working days prior to such termination should there be a material breach by the other Party or in the cases referred to in Clause 7.2.1. of this Agreement.

12.4. The Parties have no rights to compensation due to loss of goodwill, loss of revenue or other matters caused by the termination of the Agreement. On the termination of the Agreement both Parties shall return all documents considered confidential or that are of competitive importance within 7 working days of the written request of the Party.

12.5. Termination of the Agreement shall not relieve the Customer from the obligation to pay for Services provided by Noewe or for costs incurred by Noewe up until the date of termination.

13. PERSONAL DATA

13.1. The Customer shall from time to time access the upto-date Noewe privacy policy – the updated version is always available on the Noewe website.

13.2. Noewe collects, stores, uses and processes personal data about the Customer and persons associated with the Customer (e.g. employees, shareholders, ultimate beneficial owners, representatives, etc.) in accordance with all the applicable laws, rules and regulations concerning protection of personal data. The purposes of such collection, storage, processing and use of the aforementioned personal data are as follows:

13.2.1. Conclusion and performance of the Agreement, including performance of the Customer’s Assignment;

13.2.2. Confirming the identity of the Customer and performance of other obligations under the law on the prevention of money laundering and terrorist financing of the Republic of Lithuania;

13.2.3. Administering billing and accounting systems;

13.2.4. Maintaining of internal knowledge management systems;

13.2.5. Managing Customer-relationship systems;

13.2.6. Complying with legal obligations;

13.2.7. Marketing (only with the Consent of the Customer).

13.3. The Customer shall inform Noewe about any specific security measures regarding the protection of its personal data. In the event the Customer does not inform Noewe about any specific security measures, it shall be understood that the Customer agrees that the security measures implemented and used by Noewe are fully compliant with all relevant applicable laws, rules and regulations concerning the protection of personal data.

13.4. If necessary, for the provision of Services, Noewe may process the personal data of another person or the Customer obtained on the basis of the Agreement, by law or some other legitimate basis, without the consent of those persons.

13.5. Noewe may transfer the above referred to information about the Customer and the persons directly related to it (e.g. employees and/or representatives) to third parties where such information is needed for the performance of the Customer’s assignment (e. g. to which the Customer’s assignment may be transferred, etc.), in so far as it is needed to achieve this purpose or if so necessary for the proper fulfilment of the Customer’s Assignment or it is required by law.

13.6. In cases where the Customer is providing documents and data on behalf of its employees, clients, family members and etc., the Customer shall ensure the validity and the precision of the data and documentation that is being transferred to Noewe. The Customer shall apply the required legal measures (e.g. the Customer shall have all the prior consent and powers from such persons, to sign agreements and etc.) upon the transfer of any data to Noewe and/or ordering Services from it.

14. “KNOW YOUR CUSTOMER”

14.1. Noewe, before being allowed to provide its Services, has a legal obligation to verify the identity of Noewe Customers, their representatives and owners (including ultimate beneficial owners), in order to prevent money laundering and terrorist financing. In some instances, Noewe is also legally obliged to clarify the origin of the Customer’s funds and other assets. Noewe has a right to request relevant documents and/or information from the Customer for the purposes indicated in this Section.

14.2. The Customer acknowledges Noewe’s right to process personal data regarding the Customer, Customer’s representatives, owners and beneficial owners for the purposes set out above. It will be the Customer’s responsibility to notify its representatives and owners of potential processing of their data for the purposes set out in this section.

15.CONFIDENTIALITY

15.1. No Party has the right to make use of or divulge to others information about the conditions in this Agreement and other sensitive or confidential information or business secrets made available to the other Party or its affiliates, employees, directors, officers, subcontractors or advisors for any other purpose than meeting his obligations according to this Agreement. This also applies after the termination of this Agreement.

15.2. Confidential information may be disclosed:

15.2.1. To companies, which are the part of the same group of companies as Noewe, its employees, directors, consultants, partners, auditors, lawyers or advisors, which are related with the provision of the Services or the provision of such information to them is required by law.;

15.2.2. When disclosure is permitted by the Customer;

15.2.3. The information is already in the public domain;

15.2.4. The disclosure is made to third persons (e.g. banks, notaries, translators, etc.) if, in Noewe’s or the Customer’s opinion, it is necessary for the provision of Services;

15.2.5. The disclosure is made to other external advisors of the Customer, which works on the same assignment of the Customer;

15.2.6. The disclosure is permitted by these General Terms or it is necessary for the provision of the Services;

15.2.7. The disclosure is imposed by applicable mandatory laws.

15.2.8. The Customer shall not disclose the content of Noewe advice to any third persons without the prior consent of Noewe.

15.2.9. Noewe may be required to report to authorities and institutions if the Customer’s Assignment is suspicious or Noewe has reason to suspect terrorist financing or money laundering.

16. FINAL PROVISIONS

16.1. Parties shall make every effort to solve any disputes that arise amicably. Where the dispute cannot be resolved amicably it shall be settled by the laws of the Republic of Lithuania in the courts of Lithuania.

16.2. The Special part and annexes to this Agreement constitute an integral part of this Agreement. The terms used in the Special part and annexes correspond to the definitions in the Agreement.

16.3. This Agreement is concluded in two original copies with one copy to each Party. All amendments to this Agreement shall also be concluded in a written signed text or in an exchange of signed document in pdf format (or scanned), unless the Parties to the Agreement enter into a distance (electronic) commitment. When texts are concluded in two languages, in the case of conflict of translation, the Lithuanian language shall prevail.

16.4. The Parties further agree that this Agreement may be signed with qualified or non-qualified electronic signature. An Agreement signed with an unqualified electronic signature is equivalent to a handwritten signature. The Customer confirms that the Agreement on behalf of the Customer will be signed using the trustworthy document signing program. The Parties confirm that such method of signing the Agreement is acceptable to the Parties.