General Terms and Conditions

Version 1.2 · 21 August 2026 · Axi Legal · Baarn, the Netherlands

These General Terms and Conditions apply to all quotations, assignments and agreements between Axi Legal and the Client. Axi Legal provides services exclusively to clients acting in the course of a profession or business.

Language. These General Terms and Conditions are a translation of the Dutch original. In the event of any discrepancy between the English and Dutch versions, the Dutch text prevails.

PART I — THE ASSIGNMENT

Article 1 — Definitions

In these General Terms and Conditions, the following terms have the meanings set out below.

Axi Legal — Axi Legal B.V., having its registered office in Baarn and its place of business at Amalialaan 126a, 3743 KJ Baarn, registered in the Netherlands Chamber of Commerce Commercial Register under number 42132954.

General Terms and Conditions — These general terms and conditions.

Services — All work performed or to be performed by Axi Legal, including legal advice, contract reviews, contract negotiations, legal operations, legal automation, AI-related services and other agreed legal work.

Deliverable — Any agreement, memorandum, analysis, template, workflow, automation, presentation, report, advice or other result that Axi Legal provides to the Client under the Agreement.

Client — Any natural or legal person acting in the course of a profession or business who enters into, or wishes to enter into, an Agreement with Axi Legal.

Agreement — Any agreement between Axi Legal and the Client to which these General Terms and Conditions apply.

Parties — Axi Legal and the Client together.

In Writing — By letter, email or another durable electronic means of communication whose content can be consulted afterwards.

Statement of Work (SOW) — A document agreed between the Parties setting out the specific work, planning, deliverables, fee and other project-specific arrangements.

Business Day — Monday to Friday, excluding public holidays generally recognised in the Netherlands.

Article 2 — Applicability

These General Terms and Conditions apply to every quotation, offer, assignment, Agreement and any resulting legal relationship between Axi Legal and the Client.
Axi Legal provides services exclusively to Clients acting in the course of a profession or business. Axi Legal does not enter into Agreements with consumers.
The applicability of any general terms and conditions of the Client or of third parties is expressly excluded, unless Axi Legal has accepted them In Writing.
Deviations from these General Terms and Conditions are valid only if agreed In Writing.
If any provision of these General Terms and Conditions is void or is annulled, the remaining provisions remain in full force. The Parties will replace the provision concerned with a valid provision that approximates its purpose and intent as closely as possible.
These General Terms and Conditions also apply to additional and follow-up assignments, unless the Parties agree otherwise In Writing.

Article 3 — Formation of the Agreement

A quotation or offer from Axi Legal is without obligation, unless expressly stated otherwise.
An Agreement is formed as soon as:
1. Axi Legal has received the Client's written acceptance of a quotation or assignment;
2. the Parties have signed or accepted In Writing a Statement of Work or other confirmation of assignment;
3. the Client has placed an order via the website, the applicable payment has been completed successfully and Axi Legal has confirmed the order electronically;
4. Axi Legal has accepted In Writing a request submitted by the Client; or
5. Axi Legal has, at the Client's request, actually begun performing the work.
Where a service can be ordered directly via the website, the price, product scope, delivery time and payment method shown at the time of ordering form part of the Agreement.
If an order does not meet the product scope stated on the website, Axi Legal is entitled to suspend performance and to propose an adjusted assignment or price to the Client. If the Client does not agree, the fee already paid is refunded and the Agreement concerned ends without further obligations.
Oral arrangements and undertakings bind Axi Legal only if confirmed In Writing.
Manifest clerical errors, calculation errors or mistakes in quotations, price statements, website information or other documents do not bind Axi Legal.
The Client warrants that the person entering into the Agreement on the Client's behalf is authorised to do so.

Article 4 — Order of precedence of documents

If documents conflict, the following order of precedence applies:
1. a change or change request signed by both Parties;
2. the applicable Statement of Work or other project-specific agreement;
3. the Product Terms of the relevant service;
4. these General Terms and Conditions;
5. other documents to which express reference is made.
A deviation from these General Terms and Conditions applies only to the Agreement concerned and cannot be regarded as a change to future Agreements.

Article 5 — Nature and scope of the services

Axi Legal performs only the work that expressly forms part of the Agreement or the applicable Statement of Work.
Unless agreed otherwise In Writing, the assignment does not include:
1. tax advice;
2. notarial services;
3. representation in legal proceedings;
4. work that, under applicable legislation, may only be performed by an advocate, civil-law notary or other regulated professional;
5. other work that reasonably falls outside the agreed assignment.
Within the scope of Contract Review, Axi Legal reviews contracts drafted in Dutch or English and governed by a legal system that falls within the applicable product scope. The accepted governing laws and languages stated on the website, in the Product Terms or in the ordering process at the time the Agreement is entered into form part of that product scope.
The Contract Review addresses the content of the contract, the interrelation of its provisions, the allocation of rights, obligations and risks, and the legal and commercial consequences thereof for the Client.
Where a contract is governed by law other than Dutch law and that legal system falls within the applicable product scope, Axi Legal reviews, within the agreed scope, the contractual operation, rights and obligations, allocation of risk and the legal and commercial consequences of the contract under the applicable law. The services are at all times performed within the limits of the rules on legal services applicable to Axi Legal. To the extent that a specific element requires under the applicable law a particular professional authorisation, admission or local qualification that Axi Legal does not hold, only that element falls outside the Contract Review, unless agreed otherwise In Writing. A contract governed by a legal system outside the applicable product scope will only be reviewed if Axi Legal has accepted it in advance In Writing as a separate assignment.
Axi Legal performs the assignment as a best-efforts obligation, exercising the care that may be expected of a reasonably competent and reasonably acting legal adviser.
Unless agreed otherwise In Writing, Axi Legal does not guarantee:
1. a particular legal or commercial result;
2. that a counterparty will accept a proposal;
3. that legislation or regulations will remain unchanged;
4. that advice will remain current after the date it is issued.
Advice and Deliverables are prepared on the basis of the facts, information and regulations known to Axi Legal at the time the assignment is performed.
Axi Legal is not obliged to inform the Client, on its own initiative and after completion of the assignment, of later changes in legislation, case law or other developments that may affect advice previously provided.

PART II — THE COLLABORATION

Article 6 — Performance of the assignment

Axi Legal determines the manner in which the agreed work is performed, taking due account of the Client's legitimate interests.
Axi Legal may adjust the order of the work if this benefits the quality, efficiency or progress of the assignment.
Time periods stated by Axi Legal are target periods, unless the Parties have expressly agreed In Writing that a period is a strict deadline.
The Client acknowledges that performance of the assignment also depends on the timely availability of information, documents, decisions and cooperation from the Client or third parties engaged by the Client.
If circumstances beyond Axi Legal's control give cause to change the planning, the Parties will consult about this. Axi Legal will endeavour to limit the consequences for the Client as much as possible.
Axi Legal is entitled to perform work in phases and to invoice separately, where this is reasonable given the nature of the assignment.

Article 7 — Obligations of the Client

The Client provides, in good time, all information, documents, access and other cooperation reasonably necessary for proper performance of the assignment.
The Client warrants the accuracy, completeness and currency of the information it provides, unless Axi Legal ought reasonably to have recognised the inaccuracy or incompleteness.
The Client designates one contact person authorised to give instructions and make decisions on the Client's behalf, unless the Parties agree otherwise.
If the Client requests work to be performed on the basis of incomplete information or under exceptional time pressure, Axi Legal is entitled to point out the possible consequences and to perform the assignment only on that condition.
If the Client fails to comply with its obligations under this article, Axi Legal is entitled to suspend performance of the assignment or to adjust the planning. The reasonable costs and delay arising from this are for the Client's account.

Article 8 — Changes and additional work

The Agreement relates only to the work expressly described in it.
Requests to expand or change the assignment are regarded as a request to amend the Agreement.
If a change affects the scope of the work, the planning, the capacity required or the fee, Axi Legal will inform the Client of this in advance.
Axi Legal is not obliged to begin changed work before the Parties have reached agreement on it In Writing.
If a change proves necessary as a result of inaccurate or incomplete information from the Client, the additional effort involved is regarded as additional work.
Written confirmation by email suffices for limited changes. For substantial changes, the Parties may agree an amended Statement of Work or a separate change request.

Article 9 — Engagement of third parties

Axi Legal is entitled to engage third parties in performing the assignment where, in its judgement, this is desirable for proper performance.
Where specialised external advisers are engaged whose costs are charged directly to the Client, Axi Legal will consult the Client in advance.
In selecting third parties, Axi Legal will exercise the care that may be expected of a reasonably acting legal service provider.
To the extent a third party performs work independently, that third party is responsible for its own services and professional conduct.
If software, cloud platforms or other digital services of third parties are used to perform the assignment, Axi Legal is not liable for disruptions, limitations or changes within those services, unless there is intent or deliberate recklessness on the part of Axi Legal.
If a third party processes personal data for the purpose of performing the assignment, Axi Legal ensures that the required contractual arrangements are made to the extent that applicable privacy legislation requires this.

PART III — FINANCIAL ARRANGEMENTS

Article 10 — Fee

The rates and fees stated by Axi Legal are exclusive of VAT and other government-imposed levies, unless expressly stated otherwise.
The fee is determined on the basis of:
1. a fixed price;
2. an hourly rate;
3. a periodic fee; or
4. another pricing arrangement agreed between the Parties In Writing.
Unless expressly agreed otherwise, a fixed price covers only the work described in the Agreement or Statement of Work.
Work that falls outside the agreed scope is regarded as additional work and charged at the agreed hourly rate or, failing that, at Axi Legal's standard rate applicable at the time.
If, during performance of the assignment, it emerges that the agreed work differs materially from the assumptions on which the price is based, the Parties will consult in good time about the consequences for the fee.
Reasonable costs that Axi Legal incurs with the Client's prior consent for third parties, travel and accommodation or other project-related expenses may be charged to the Client separately.

Article 11 — Invoicing and payment

Invoicing takes place in accordance with the Agreement, the Statement of Work or, failing that, monthly in arrears.
The payment term is fourteen (14) days from the invoice date, unless another term has been agreed In Writing.
The Client is not entitled to suspend or set off payment obligations.
Objections to an invoice do not suspend the payment obligation for the undisputed part of the invoice.
If the Client disputes an invoice, it notifies Axi Legal with reasons and In Writing within fourteen (14) days of the invoice date. The Parties will then endeavour to resolve the dispute by mutual consultation.
Payments are first applied to interest and costs due, then to invoices due, with the oldest invoice being settled first.

Article 12 — Late payment and suspension

If the Client fails to pay an invoice due within the agreed payment term, the Client is in default by operation of law without further notice of default.
From the moment the Client is in default, statutory commercial interest is due.
All reasonable extrajudicial and judicial costs that Axi Legal incurs to obtain payment are for the Client's account, to the extent permitted by law.
Axi Legal is entitled to suspend performance of the work wholly or partly if:
1. the Client is in default in fulfilling a material payment obligation;
2. the Client, despite a reasonable request, provides insufficient cooperation in performing the assignment; or
3. continuation of the work cannot reasonably be required of Axi Legal owing to a material breach by the Client.
Before exercising its right of suspension, Axi Legal will, where circumstances permit, inform the Client In Writing and offer a reasonable opportunity to comply with its obligations after all.
If suspension leads to delay of the assignment, Axi Legal is not liable for the consequences, to the extent that this delay results from circumstances attributable to the Client.
The right of suspension does not affect Axi Legal's right to claim performance, damages or termination of the Agreement where a statutory or contractual basis exists.

PART IV — DELIVERABLES AND INTELLECTUAL PROPERTY

Article 13 — Use of advice and Deliverables

Deliverables are prepared exclusively for the Client and for the purpose for which they were provided.
The Client is entitled to use Deliverables within its own organisation for normal business operations.
Unless agreed otherwise In Writing, the Client may also share Deliverables with:
1. group companies;
2. directors, supervisory directors and shareholders;
3. accountants, tax advisers, civil-law notaries and other professional advisers;
4. financiers, insurers and regulators; and
5. counterparties, to the extent reasonably necessary for the purpose for which the Deliverable was prepared.
Third parties to whom a Deliverable is provided do not thereby acquire any contractual relationship with Axi Legal and cannot derive any rights from the Deliverable.
Deliverables may not be made public, commercially exploited or used for a materially different purpose than that for which they were prepared without Axi Legal's prior written consent.
Advice is based on the facts, information and legislation known when the assignment was performed. The Client remains responsible for the ultimate business, commercial and legal decision-making.

Article 14 — Intellectual property

All intellectual property rights in methods, models, templates, standard documentation, prompts, workflows, software, know-how and other materials that existed before the assignment or were developed independently of it remain vested in Axi Legal or its licensors.
To the extent Deliverables contain elements in which Axi Legal holds intellectual property rights, Axi Legal grants the Client, after full payment, a non-exclusive, non-transferable and worldwide licence to use those Deliverables internally for its own business operations.
Unless agreed otherwise In Writing, the Client is permitted to adapt, supplement and further develop Deliverables internally, provided that:
1. these adaptations are for the Client's own use; and
2. no independent commercial exploitation of Axi Legal's methods or standard materials takes place.
Nothing in the Agreement transfers intellectual property rights, unless the Parties expressly agree this In Writing.
Axi Legal remains entitled to make free use of the general knowledge, experience, ideas, skills and insights gained during the assignment, provided that no confidential information of the Client or trade secrets are disclosed.

Article 15 — Confidentiality

Each Party treats all confidential information it receives from the other Party as strictly confidential and uses it exclusively to perform the Agreement.
Confidential information means all information that the receiving Party knows or should reasonably understand to be confidential.
The confidentiality obligation does not apply to information that:
1. was already lawfully known to the receiving Party;
2. has become public without breach of any confidentiality obligation;
3. was lawfully obtained from a third party; or
4. was independently developed by the receiving Party.
If a Party is required by law, court order or a binding instruction of a competent authority to disclose information, it is entitled to comply. To the extent permitted by law, it will notify the other Party in advance.
The confidentiality obligation continues after termination of the Agreement for as long as the information concerned retains its confidential character.

Article 16 — Technology and AI

Axi Legal may use digital tools, automation and artificial intelligence systems in performing the Agreement, to the extent that, in its professional judgement, this contributes to efficient and high-quality services.
Axi Legal ensures that the technology used is appropriate given the nature of the assignment, the confidentiality of the information and the applicable legislation.
Final legal analyses, advice and Deliverables are reviewed by Axi Legal on their merits before being provided to the Client.
If the Client imposes specific requirements on the use, or precisely the non-use, of particular technologies or AI systems, the Parties must agree these in advance In Writing. Such an arrangement may affect the planning, working method or fee.
Further information on how Axi Legal uses technology and AI may be set out in the Security & AI Statement, to the extent referred to in the Agreement.

PART V — ALLOCATION OF RISK

Article 17 — Liability

Axi Legal is liable only for loss that is the direct result of an attributable failure in performing the Agreement or of a tort for which Axi Legal is liable.
Axi Legal is not liable for loss resulting from:
1. inaccurate, incomplete or untimely information from the Client;
2. decisions or actions of the Client or third parties in response to advice or a Deliverable;
3. changes in legislation, regulations or case law after advice or a Deliverable has been provided;
4. use of advice or a Deliverable for a purpose other than that for which it was prepared; or
5. work or advice of third parties engaged by the Client.
Axi Legal's total liability in connection with an assignment is limited to the amount that Axi Legal has invoiced to the Client for that assignment, or was entitled to charge under the Agreement, excluding VAT and passed-on costs.
If an assignment forms part of an ongoing Agreement and is not invoiced separately, Axi Legal's total liability is limited to the amount that Axi Legal invoiced to the Client for the Services directly connected with the event giving rise to liability in the twelve months preceding that event, excluding VAT and passed-on costs.
The limitation set out in paragraphs 3 and 4 applies as a joint and total cap for all claims arising from the same or connected facts or circumstances, irrespective of the legal basis of the claim.
Axi Legal is not liable for indirect loss, which in any event includes consequential loss, lost profit, missed savings, loss of goodwill, business interruption and loss of or damage to data.
The limitations and exclusions of liability in this article do not apply if and to the extent that the loss results from intent or deliberate recklessness on the part of Axi Legal's management, or where liability cannot be excluded or limited under mandatory law.

Article 18 — Complaints and lapse of claims

The Client reports an alleged failure as soon as possible after discovering it or after it ought reasonably to have been discovered.
A complaint is submitted In Writing and contains a sufficiently clear description of the nature and consequences of the alleged failure.
The Client gives Axi Legal the opportunity to investigate the complaint and, if remedy is reasonably possible, to remedy the alleged failure within a reasonable period.
Any legal claim of a Client against Axi Legal lapses one (1) year after the Client became aware, or ought reasonably to have become aware, of both the loss and the person potentially liable for it.
Without prejudice to paragraph 4, any legal claim of a Client lapses in any event five (5) years after the work to which the claim relates was performed.

Article 19 — Termination

An Agreement for a fixed term ends by operation of law upon completion of the agreed work or on the agreed end date.
An Agreement for an indefinite term may be terminated by either Party In Writing subject to a notice period of one (1) month, unless the Parties have agreed otherwise In Writing.
Either Party is entitled to terminate the Agreement wholly or partly with immediate effect if:
1. the other Party attributably fails to fulfil a material obligation and does not remedy this failure within a reasonable period after being given written notice of default;
2. the other Party is declared bankrupt, applies for suspension of payments or ends its business;
3. continuation of the Agreement can reasonably no longer be required of the terminating Party on the basis of law, professional rules or compelling circumstances.
On termination, payment obligations already due remain payable in full.
Axi Legal will, as far as reasonably possible, inform the Client about ongoing work affected by the termination and, on request, make the relevant file documents available, without prejudice to Axi Legal's right of retention and other statutory rights.

Article 20 — Force majeure

Neither Party is obliged to fulfil an obligation if it is reasonably unable to do so as a result of a circumstance beyond its reasonable control.
Force majeure includes, among other things:
1. prolonged failure of essential digital infrastructure;
2. cyber incidents despite appropriate security measures;
3. government measures;
4. war, terrorism, pandemics or other large-scale social disruption;
5. prolonged illness of a person essential to the assignment, where no suitable replacement is reasonably available.
The Party invoking force majeure notifies the other Party as soon as possible and endeavours to limit the consequences as far as possible.
If the force majeure lasts longer than sixty (60) days, either Party is entitled to terminate the unperformed part of the Agreement In Writing, without being obliged to pay damages.
Obligations that arose before the force majeure occurred, including payment obligations for work already performed, remain in full force.

PART VI — FINAL PROVISIONS

Article 21 — Entire agreement

The Agreement and the documents that form part of it in accordance with the agreed order of precedence contain the entire arrangements between the Parties regarding the subject of the Agreement.
The Agreement replaces all earlier oral and written arrangements, proposals, correspondence and statements between the Parties on the same subject.
The Parties cannot derive any rights from statements, undertakings or expectations not expressly included in the Agreement.
Amendments or additions to the Agreement are valid only if agreed In Writing by both Parties.

Article 22 — Transfer of rights and obligations

The Client may not transfer its rights or obligations under the Agreement to a third party without Axi Legal's prior written consent.
Axi Legal is entitled to transfer its rights and obligations under the Agreement wholly or partly to a group company or legal successor, provided that the continuity of the services is not materially prejudiced.

Article 23 — No exclusivity

Unless agreed otherwise In Writing, nothing in the Agreement prevents Axi Legal from performing similar work for other Clients, provided that no confidential information of the Client is used or disclosed.

Article 24 — Waiver

A Party's failure to exercise a right or power, or to do so immediately, does not constitute a waiver of that right or power.

Article 25 — Invalidity of provisions

If a provision of the Agreement or these General Terms and Conditions is wholly or partly void, is annulled or otherwise proves unenforceable, the remaining provisions remain in full force.
In that case, the Parties will consult in order to replace the provision concerned with a valid provision that corresponds as closely as possible to the purpose and intent of the original provision.

Article 26 — Governing law and competent court

The Agreement, these General Terms and Conditions and all legal relationships arising from or connected with them are governed exclusively by Dutch law, to the exclusion of the rules of private international law to the extent that they would lead to the application of other law.
All disputes arising from or connected with the Agreement are submitted exclusively to the competent court of the District Court of Midden-Nederland, Utrecht location, except to the extent that another court has exclusive jurisdiction under mandatory law.

Article 27 — Entry into force

These General Terms and Conditions enter into force on 21 August 2026.
This version replaces all general terms and conditions previously used by Axi Legal.
Axi Legal may amend these General Terms and Conditions. Amended General Terms and Conditions apply to new assignments and to existing assignments to the extent that the Parties agree this In Writing or the law permits.