Terms of Engagement

PreambleRecitals

(A) LexGate B.V. ("LexGate", "we", "us", "our"), a private limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands, registered with the Dutch Commercial Register (Kamer van Koophandel) under number 42147145, with its registered office at IJsbaanpad 2, 1076 CV Amsterdam, the Netherlands, carries on business as a professional legal representative and compliance platform for the purposes of the Applicable e-Evidence Legislation (defined below).

(B) The Client named in the Order Form is a legal person that provides, or considers that it may provide, one or more Relevant Services and wishes to appoint LexGate as its legal representative for the purposes of Article 3(1)(b) of the Directive.

(C) LexGate has agreed to accept such appointment and to provide the Platform and the Services described in these Terms, on the basis, and subject to the conditions, set out below.

(D) These Terms, the Order Form / Mandate Letter (Schedule 1), the Fee Schedule (Schedule 2) and, where applicable, a Data Processing Agreement between the parties, together form the entire agreement between LexGate and the Client in relation to the Services (the "Agreement").

Clause 1Definitions and Interpretation

In this Agreement, the following terms have the meanings set out below. Terms defined in the Applicable e-Evidence Legislation and used but not separately defined here (including "European Production Order", "European Preservation Order", "issuing authority", "enforcing authority", "subscriber data", "traffic data" and "content data") bear the meaning given to them there.

Applicable e-Evidence Legislation

Regulation (EU) 2023/1543 of the European Parliament and of the Council of 12 July 2023 on European Production and Preservation Orders for electronic evidence in criminal proceedings (the "Regulation"); Directive (EU) 2023/1544 of the same date laying down harmonised rules on the designation of designated establishments and legal representatives (the "Directive"); and any law, regulation or binding guidance of the Member State of Appointment implementing, supplementing or replacing either instrument, in each case as amended or re-enacted from time to time.

Authorised Approver

An individual notified by the Client to LexGate in writing (and not withdrawn) as authorised to approve or decline the disclosure of Client Data in response to an Order on the Client's behalf.

Client Data

Any data, including subscriber, traffic or content data, held by or on behalf of the Client that is or may be responsive to an Order.

Confidential Information

Has the meaning given in Clause 9.1.

Data Protection Legislation

Regulation (EU) 2016/679 (GDPR), the Dutch GDPR Implementation Act (Uitvoeringswet AVG), the Dutch Telecommunications Act (Telecommunicatiewet) and any other applicable data protection or privacy law, each as amended.

EPOC / EPOC-PR

A European Production Order Certificate or European Preservation Order Certificate, respectively, issued under the Regulation.

Mandate

The written instrument by which the Client appoints LexGate as its legal representative, substantially in the form of Schedule 1, as may be updated from time to time by agreement of the parties.

Member State of Appointment

The Member State specified in Schedule 1 in which LexGate is appointed as the Client's legal representative.

Order

An EPOC, EPOC-PR, or any other order, request or notification addressed to LexGate as the Client's legal representative under the Applicable e-Evidence Legislation.

Platform

The software-as-a-service platform operated by or on behalf of LexGate for the receipt, triage, tracking and management of Orders.

Relevant Services

The categories of service described in Article 3, point (3), of the Regulation (electronic communications services; internet domain name and IP numbering services; and other information society services within the meaning of that provision) as offered by the Client.

Services

The appointment of LexGate as the Client's legal representative and the operation of the Platform, together with the related services described in Clause 3.

Territorial Scope

The Member State(s) in respect of which LexGate's appointment applies, as specified in Schedule 1.

Clause 2Appointment and Scope of Engagement

2.1 Subject to these Terms, the Client appoints LexGate, and LexGate accepts appointment, as the Client's legal representative within the meaning of Article 3(1)(b) of the Directive, in the Member State of Appointment and for the Territorial Scope, in each case as specified in Schedule 1 (the "Mandate").

2.2 The Client represents and warrants, on the date of this Agreement and on a continuing basis, that the information it has provided to LexGate regarding (a) its status as a provider of Relevant Services within Article 2(3) of the Regulation, and (b) the "substantial connection" criteria in Article 2(4) of the Regulation, is complete and accurate in all material respects, and undertakes to notify LexGate promptly, and in any event within five (5) business days, of any change affecting that status.

2.3 The appointment relates only to the Member State of Appointment and the Territorial Scope. The Client remains solely responsible for appointing, or confirming that it has appointed, a legal representative (or, where applicable, a single point of contact under Article 3(1)(a) of the Directive) in respect of any Member State falling outside the Territorial Scope.

2.4 LexGate's appointment does not extend to, and LexGate assumes no responsibility in respect of: (a) requests for mutual legal assistance; (b) requests made outside the framework of the Applicable e-Evidence Legislation; or (c) any order or request addressed to the Client directly, rather than to LexGate as addressee, unless and until forwarded to LexGate with sufficient time for LexGate to act.

Clause 3The Platform and Services

3.1 LexGate will:

• (a) maintain a certified, mutually-authenticated connection to the EU decentralised IT system for the receipt of Orders;
• (b) verify the authenticity and completeness of each Order received;
• (c) operate a deadline and hold engine tracking the statutory time limits applicable to each Order (including the ten-day period under Article 10(3) of the Regulation, the eight-hour emergency procedure, and applicable preservation and extension periods);
• (d) escalate each Order to the Client's Authorised Approvers within the timeframe agreed in Schedule 1;
• (e) file the notification required by Article 4 of the Directive with the central authority of the Member State of Appointment, and keep it current;
• (f) where instructed by the Client and where the conditions for non-execution are met, file the relevant non-execution notification (Annex III, Form 3, or its successor form); and
• (g) maintain a complete, exportable audit trail of each Order and the actions taken in relation to it.

3.2 LexGate will perform the Services with the reasonable skill and care expected of a professional legal representative providing comparable services. LexGate does not guarantee that any Order will be capable of being executed within the applicable statutory deadline where doing so depends on information, instructions, approvals or resources that are the Client's responsibility to provide under Clause 4.

3.3 Where the parties agree a self-hosted deployment of the Platform in Schedule 1, the additional terms of the technical addendum referred to there apply and, in the event of conflict, prevail in respect of the technical operation (but not the legal responsibilities) of the Platform.

Clause 4Client Obligations

4.1 The Client shall give LexGate the powers and resources necessary to comply with decisions and orders relating to Orders, as required by Article 3(4) of the Directive, including timely access to the information, systems and personnel reasonably necessary for LexGate to perform the Services.

4.2 The Client shall designate, and keep current, at least two Authorised Approvers, together with an escalation contact available outside ordinary business hours for emergency procedures.

4.3 The Client shall respond to escalations raised by LexGate within the response times set out in Schedule 1, failing which LexGate's obligations under Clause 3.2 are suspended to the extent the delay is attributable to the Client.

4.4 The Client shall keep its contact and notification details, the list of Relevant Services it offers, and the list of Member States in which it offers them, current and notify LexGate promptly of any change.

4.5 The Client shall not represent to any third party, including any issuing or enforcing authority, that LexGate's authority extends beyond that granted under the Mandate.

Clause 5Approval and Disclosure Protocol

5.1 Except as set out in Clause 5.2, LexGate will not disclose any Client Data in response to an Order without the prior, recorded approval of an Authorised Approver, given through the Platform.

5.2 LexGate may disclose Client Data without prior Client approval only where: (a) LexGate is itself directly compelled to make the disclosure as addressee, and applicable law or a binding instruction of the issuing or enforcing authority does not permit prior Client approval or notice (including where the confidentiality and user-information regime of Article 15 of the Regulation, referred to in Clause 9.3, applies); in which case LexGate will notify the Client as soon as, and to the extent, legally permitted; or (b) the communication is purely administrative or an acknowledgement of receipt that does not itself involve disclosure of Client Data.

5.3 Where an Order cannot lawfully or practicably be executed, LexGate will, acting on the Client's instructions and where the applicable conditions are met, file the corresponding non-execution notification with the issuing authority.

5.4 LexGate will retain a complete record of every Order, every communication relating to it, and every approval or decision taken in relation to it, in accordance with Clause 10 and the Privacy Policy.

Clause 6Fees

6.1 The Client shall pay the fees set out in Schedule 2, invoiced in advance on the basis stated there, exclusive of VAT and any other applicable taxes or duties, which shall be added where applicable.

6.2 Invoices are payable within thirty (30) days of the invoice date. Late payment bears interest at the statutory commercial rate under Article 6:119a of the Dutch Civil Code, together with reasonable costs of collection.

6.3 LexGate may propose revised fees for any renewal term by giving at least sixty (60) days' notice before the start of that term.

Clause 7Term and Termination

7.1 This Agreement commences on the Effective Date stated in Schedule 1, continues for the Initial Term stated there, and thereafter renews automatically for successive periods of the same length unless either party gives at least ninety (90) days' written notice of non-renewal before the end of the then-current term.

7.2 Either party may terminate this Agreement with immediate effect by written notice if the other party commits a material breach that (where capable of remedy) is not remedied within thirty (30) days of written notice, or upon the other party's insolvency, suspension of payments, or equivalent event. LexGate may additionally terminate on reasonable notice if the Client ceases to fall within the scope of the Applicable e-Evidence Legislation, or if continuing to act would place LexGate in breach of applicable law or professional obligation.

7.3 On termination for any reason, LexGate will, for a wind-down period of sixty (60) days (or such longer period as the parties agree), continue to receive and forward Orders addressed to it as the then-published addressee, without assuming the substantive handling obligations of Clauses 3 and 5 beyond what is necessary to safeguard the Client's position, and will cooperate in good faith with the transition to a successor representative. The Client acknowledges that, as a matter of the Applicable e-Evidence Legislation, LexGate's appointment and its joint and several liability under Article 3(5) of the Directive continue in effect until a replacement Article 4 notification takes effect, regardless of the contractual termination date, and the Client shall indemnify LexGate accordingly under Clause 8.3 in respect of that period.

7.4 Clauses 1, 6 (in respect of amounts accrued), 8, 9, 10, 11 and 17 survive termination or expiry of this Agreement.

Clause 8Liability and Indemnity

8.1 Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded under Dutch law.

8.2 The Client acknowledges that Article 3(5) of the Directive (and any corresponding provision of the law of the Member State of Appointment) renders LexGate, as legal representative, jointly and severally liable with the Client vis-à-vis the competent judicial or enforcing authority for non-compliance with an Order. That statutory liability arises as a matter of public law between LexGate, the Client and the relevant authority, and cannot be varied, limited or excluded as between LexGate and the Client by this Agreement.

8.3 Without prejudice to Clause 8.2, and as between LexGate and the Client only, the Client shall indemnify and hold LexGate harmless against any fine, penalty, claim, cost, or liability suffered or incurred by LexGate arising out of or in connection with an Order or the Client's Relevant Services, except to the extent the same arises directly from LexGate's own gross negligence, wilful misconduct, or material breach of this Agreement (including a failure to escalate an Order, or to observe a deadline, of which LexGate had actual knowledge and which was within LexGate's reasonable control).

8.4 Subject to Clauses 8.1 to 8.3, LexGate's aggregate liability to the Client under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the greater of (a) EUR 250,000, and (b) an amount equal to 150% of the fees paid by the Client under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

8.5 Neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings, in each case whether or not foreseeable.

8.6 LexGate shall maintain professional indemnity insurance of at least EUR 1,000,000 per claim and EUR 2,000,000 in the aggregate per policy year, for the duration of the Mandate and for a period of not less than six (6) years thereafter, and will provide evidence of such cover on reasonable request.

Clause 9Confidentiality

9.1 "Confidential Information" means all information disclosed by one party to the other, in whatever form, that is designated as confidential or that ought reasonably to be understood as confidential given its nature or the circumstances of disclosure, including Client Data, the content of Orders, and the terms of this Agreement.

9.2 Each party shall keep the other's Confidential Information confidential and shall not use or disclose it other than as necessary to perform this Agreement, except where disclosure is required by law, by a court, or by a regulatory or supervisory authority of competent jurisdiction, in which case the disclosing party will, where legally permitted, give the other party reasonable notice.

9.3 The Client acknowledges that, under Article 15 of the Regulation (Confidentiality and information of the user/data subject), it is in the first instance the issuing authority that must inform the person whose data was requested, and that the issuing authority may defer or withhold that information where the conditions referred to in that Article are met. Where the issuing or enforcing authority instructs LexGate accordingly, LexGate may be under a corresponding duty not to inform the Client, an end user, or any other person that an Order has been received, is being executed, or has been executed, for so long as that instruction applies, and compliance by LexGate with such a duty is not a breach of this Agreement.

Clause 10Data Protection

10.1 Each party shall comply with the Data Protection Legislation applicable to its processing of personal data under this Agreement. The parties' respective roles (controller, joint controller or processor) and the applicable technical and organisational measures are set out in LexGate's Privacy Policy and, in respect of Client Data processed via the Platform, in the Data Processing Agreement entered into (or to be entered into) between the parties, which forms part of this Agreement.

10.2 In the event of any conflict between this Clause 10 and the Data Processing Agreement, the Data Processing Agreement prevails in respect of the processing of personal data.

Clause 11Intellectual Property

11.1 LexGate and its licensors retain all right, title and interest in and to the Platform and all related documentation, methodologies and know-how. LexGate grants the Client a non-exclusive, non-transferable licence to access and use the Platform for the term of this Agreement, solely for the purposes of the Services.

11.2 The Client retains all right, title and interest in Client Data. Nothing in this Agreement transfers ownership of Client Data to LexGate.

Clause 12Force Majeure

12.1 Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, provided that this does not excuse the Client from its payment obligations, nor excuse either party from compliance with any deadline that is mandatory under the Applicable e-Evidence Legislation and not itself subject to extension under that legislation.

Clause 13Notices

13.1 Notices under this Agreement must be in writing and sent by email to the addresses specified in Schedule 1 (or such other address as a party notifies to the other), and are deemed received when sent, unless an automated delivery failure notice is received.

Clause 14Assignment

14.1 Neither party may assign or transfer this Agreement without the other's prior written consent, not to be unreasonably withheld, except that LexGate may assign or novate this Agreement, without consent, to an affiliate or to a successor legal representative in connection with a properly notified change of appointment under Article 4 of the Directive.

Clause 15Amendment

15.1 LexGate may amend these Terms (excluding Schedules 1 and 2) on not less than thirty (30) days' written notice, to reflect changes in the Applicable e-Evidence Legislation, applicable law, or the operation of the Platform. Any amendment that is materially adverse to the Client requires the Client's prior written consent. Schedules 1 and 2 may only be amended by written agreement of both parties.

Clause 16General

16.1 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect, and the parties shall negotiate in good faith a replacement provision achieving as closely as possible the same commercial effect.

16.2 This Agreement (together with its Schedules and any Data Processing Agreement) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, representations and agreements, save in respect of any fraud or fraudulent misrepresentation.

16.3 No failure or delay by either party in exercising any right under this Agreement operates as a waiver of that right.

Clause 17Governing Law and Jurisdiction

17.1 This Agreement, and any non-contractual obligation arising out of or in connection with it, is governed by the laws of the Netherlands, excluding its conflict-of-laws rules.

17.2 Subject to Clause 17.3, the courts of Amsterdam, the Netherlands, have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

17.3 Nothing in Clause 17.2 affects the jurisdiction of any court or authority that is mandatory under the Applicable e-Evidence Legislation, including the courts of the issuing or enforcing Member State in relation to an Order.

Schedule 1Mandate

Completed for each Client before signature:

• Client: legal name, registration number and registered address
• Effective Date
• Initial Term: 12 months unless otherwise agreed
• Member State of Appointment
• Territorial Scope
• Languages for correspondence
• Authorised Approvers: names, roles, contact details
• Escalation response time
• Self-hosted deployment: yes or no — if yes, the technical addendum is attached
• Notice addresses

Schedule 2Fees

Completed per Client tier: onboarding fee, annual or monthly platform and representation fee, per-Order handling fee if any, out-of-scope and emergency-handling rates, and the invoicing currency and cycle.