SEA Water B.V.

Terms and Conditions

Article 1 Definitions
1.1 In these Terms and Conditions, the following definitions shall have the corresponding meaning:

Agreement: The Proposal and these Terms and Conditions, concluded between SEA Water and Client.

Client: The organization purchasing Services from SEA Water as described in the Proposal.

Initial Term: Has the meaning as ascribed to it in Article 6.2 of these Terms and Conditions.

Party/Parties: Either SEA Water or Client individually (singular) or both (plural).

Phase 1: Has the meaning as ascribed to it in Article 3.2(1) of these Terms and Conditions.

Phase 2: Has the meaning as ascribed to it in Article 3.2(2) of these Terms and Conditions.

Phase 3: Has the meaning as ascribed to it in Article 3.2(3) of these Terms and Conditions.

Phase 4: Has the meaning as ascribed to it in Article 3.2(4) of these Terms and Conditions.

Proposal: The Proposal which describes among others Phase 1 of the Services Client purchases, the costs and fees Client owes for the purchase of these Services and the intention by Parties to enter into Phase 2, 3 and 4. Services agreed upon between Parties at a later date regarding Phase 2, 3 and 4 shall result in an update of the Proposal.

SEA Water: SEA Water B.V., a limited company under Dutch law (chamber of commerce: 85038695), with its principal place of business at Singel 326A, 1016 AE Amsterdam.

Second Term: Has the meaning as ascribed to it in Article 6.3 of these Terms and Conditions.

Services: The services offered by SEA Water as described in these Terms and Conditions.

Unit: A bottle or pack of drinking water that will be produced after completion of Phase 1, Phase 2 and Phase 3.

Website: https://drinkseawater.com/terms-and-conditions/

Article 2 Applicability

2.1 These Terms and Conditions shall apply to any offer or agreement for the provision of Services delivered by SEA Water, and shall, together with the Proposal, be considered the Agreement.

2.2 These Terms and Conditions shall also apply to the Services, in part or in full, for which SEA Water has contracted a third party.

2.3 The applicability of any general terms and conditions of Client, under whatever name, is expressly rejected. In the event and to the extent that any other general terms and conditions, under whatever name, apply, the provisions of these Terms and Conditions shall prevail.

2.4 SEA Water shall be entitled to change these Terms and Conditions at any time. The latest version of these Terms and Conditions are available on the Website. If a change to these Terms and Conditions significantly impacts the rights or obligations of Client, SEA Water shall inform Client thereof.

Article 3 The Services

3.1 SEA Water intends to establish a local (drinking)water brand for Client based on a sustainable solar powered desalination technology as also described on the Website and in the Proposal.

3.2 The Services that SEA Water provides are divided into the following phases:

a. Feasibility (Phase 1);
b. Operational plan (Phase 2);
c. Project execution (Phase 3); and
d. Deployment (Phase 4).
The exact Services provided by Sea Water are further described in the Proposal.

3.3 SEA Water performs the Services with care to the best of its ability, where applicable in accordance with the arrangements and procedures agreed on with Client in writing. All Services provided by SEA Water are performed on the basis of a best-efforts obligation unless and insofar as SEA Water has explicitly promised a result in the Proposal and the result concerned has been described in the Proposal in a sufficiently precise manner.

3.4 SEA Water is entitled to contract a third party for the performance of the Services without the prior approval of Client. This falls outside of the scope of any agreement between Parties regarding exclusivity.

Article 4 Obligations of Client

4.1 Parties acknowledge that the success of activities to be performed and Services to be delivered depends on proper and timely cooperation of Parties. Client undertakes always to fully cooperate, within reason and in time.

4.2 Client is responsible for entering into all the necessary agreements with third parties for the execution of each Phase of the Project, as further described in the Proposal, including but not limited to the third party that will build the desalination system.

4.3 Client is responsible for the performance of the necessary agreements for the execution of each Phase by the relevant third party. Upon non-compliance or termination of such agreement, it is the responsibility of Client to enforce performance of such agreement and/or, insofar as necessary, the entering into a new agreement. SEA Water cannot be held liable for any damages as a result of the inability to deliver the Services following shortcomings by third parties in the performance of any relevant agreement regarding
any Phase.

4.4 Client is responsible for the compliance of the Services with the applicable legal framework, included but not limited to competition law, drinking water quality requirements, import and tax law, and any associated taxes or levies. Client shall thereto obtain and hold all the required licenses, guarantees and supervisory approvals and assure compliance therewith.

4.5 Client, its directors and its affiliated parties will not to enter into any agreement with any third party providing the same or similar services as SEA Water to Client during the term of the Agreement, unless otherwise agreed upon in writing by Parties.

Article 5 Payment

5.1 Client shall pay the fees and other costs for the Services per Phase. The fees and other costs are specified in the Proposal.

5.2 Invoicing will take place as follows:

a. Phase 1, 2 and 3: Sea Water will invoice 75% of the fees and other costs upon the start of the Services and 25% when the Services of the relevant Phase are complete.
b. Phase 4: A percentage of the revenue from Units sold will be invoiced on a quarterly basis. This percentage is to be agreed between Parties after Phase 1 and set out in the Proposal.

5.3 Other costs, such as for required flights and accommodation, will be charged at cost and within two (2) weeks after the end of the month in which the costs incurred.

5.4 All amounts in the Proposal and these Terms and Conditions are in euros and exclusive of turnover tax (VAT) and other levies imposed on SEA Water by the Dutch or any other relevant government.

5.5 Client shall settle the invoices within 30 days after the invoice date into a bank account to be designated by SEA Water. Client may not suspend any payment and may also not set off any amounts owed.

5.6 If Client fails to pay amounts due or fails to do so on time, Client shall owe statutory interest for commercial contracts on the outstanding amount without a demand for payment or a notice of default being required. If Client fails to pay the amount due after a demand for payment or a notice of default has been issued, SEA Water shall be entitled to refer the debt for collection, in which case Client must pay all judicial and extrajudicial costs, including all costs charged by external experts. The foregoing shall be without
prejudice to SEA Water’s other legal and contractual rights.

5.7 In any event, without prejudice to the above, SEA Water shall, in the event that Client does not meet its payment obligations, be entitled to terminate the Agreement and/or suspend or terminate the Services without further notice.

Article 6 Term

6.1 The effective date of the Agreement shall be stipulated in the Proposal.
6.2 The Agreement is initially entered into for the term of Phase 1, of which the duration is indicated in the Proposal (“Initial Term”).

6.3 After the Initial Term, the Agreement will automatically be renewed for the term of Phase 2, 3 and 4, of which the duration is indicated in the Proposal (“Second Term”), unless the Agreement is terminated in accordance with Article 7 of these Terms and Conditions.

6.4 After the Second Term, the Agreement will automatically be renewed for additional successive renewal terms of one (1) year each, unless the Agreement is terminated in accordance with Article 7 of these Terms and Conditions.

6.5 Insofar as any relevant aspects of Phase 2, 3 and 4 are not yet included in the Proposal, the Parties will undertake to discuss these aspects in good faith.

Article 7 Termination

7.1 The Agreement cannot be terminated during the Initial Term and during the Second Term.

7.2 After expiration of the Initial Term, the Agreement can be terminated by either Party in accordance with Article 7.4. of these Terms and Conditions.

7.3 After expiration of the Second Term, the Agreement can be terminated by either Party by
giving two (2) months written notice to the other Party before the end of the term.

7.4 In any case, the Agreement may be terminated with immediate effect in writing in the following circumstances:

a By either Party if Parties agree that the outcome of the feasibility study as referred to
in Phase 1 is negative;
b By either Party if the other Party is in default in the performance of any provision of
this Agreement, after the non-defaulting Party has issued a written notice to the
defaulting Party and (where the default is capable of remedy) the default is not cured
within fourteen (14) days; and
c By either Party if the other Party is granted a suspension of payments, whether or not
provisional, a petition for bankruptcy is filed against the other Party or the company
of the other Party is liquidated or dissolved other than for restructuring purposes or
for a merger of companies, without a notice of default.

7.5 Upon cancellation or termination for any reason of the Agreement:

a All rights granted to Client under this Agreement shall cease;
b Parties shall immediately cease all activities authorized by the Agreement;
c Client shall immediately pay SEA Water any sums due under this Agreement and (in the event of termination during the Initial Term or the Second Term) Client shall continue to pay any sums due for the remainder of the unexpired part of Phase 1, 2, 3 and/or 4;
d Client shall return to SEA Water all advertising material, documents, samples and all other materials, that have been supplied by SEA Water and that are still in Client’s possession. All associated costs will be covered by Client; and
e Parties shall collaborate and cooperate with each other in good faith to ensure a smooth handover of the Services insofar as applicable.
Parties must continue to share all relevant documentation and information (subject to the
requirements governing Article 9 of these Terms and Conditions on confidential
information) as required to enable Parties to meet their obligations under this Article 7.6.

Article 8 Intellectual property rights

8.1 All intellectual property rights to the Services, the Website, as well as other materials such as analyses, designs, documentations, strategies, reports, offers, including preparatory materials for these materials, developed or made available to Client by SEA Water under the Agreement, remain exclusively vested in SEA Water, its licensors and/or its suppliers.

8.2 Client is solely granted the right of use laid down in these Terms and Conditions, in the Agreement entered into by Parties in writing and in the applicable mandatory legal provisions. A right of use granted to Client is non-exclusive, non-transferable and non-sublicensable.

8.3 Client is not permitted to remove or change any indication with respect to the confidential nature of, inter alia but not limited to, the Website, data files, materials or with respect to copyrights, brands, trade names or any other intellectual property right pertaining but not limited to the Website, data files or materials of SEA Water.

8.4 SEA Water indemnifies Client against any claim of a third party based on the allegation that the Website, data files or other materials developed by SEA Water itself infringe an intellectual property right of that third party, provided that Client always promptly informs SEA Water in writing of the existence and content of the claim and leaves the settlement of the claim, including any arrangements to be made in this context, entirely up to SEA Water. To this end, Client provides SEA Water with the powers of attorney and information required and renders the assistance SEA Water requires to defend itself against such claims. This obligation to indemnity does not apply if the alleged infringement concerns:

a Works or materials made available by Client to SEA Water for use, modification,
processing or maintenance; or
b Modifications Client or any of the third parties contracted by Client under this
Agreement have implemented in the Websites, data files or other works and
materials.

8.5 The (intellectual property) rights on the works of Client shall remain with Client. Client shall grant herewith a license to SEA Water for the use of the works of Client insofar as this is necessary for the provision of the Services.

Article 9 Confidentiality

9.1 Information provided or published by either Party to the other Party or which the receiving Party may reasonably understand that it is confidential, shall be treated by the receiving Party as strictly confidential.

9.2 The obligations of confidentiality stipulated in this Article shall not apply if the receiving Party is able to demonstrate that the information is not confidential, because:

a It was already known by the receiving Party at the time it was provided by the
disclosing Party;
b It was already publicly available at the time of the disclosure to the receiving Party; or
c It must be provided to a third party in compliance with a judicial decision, a statutory
requirement, a statutory order by a public authority or for the proper performance of
the Agreement.

9.3 In addition, the confidentiality obligations shall not apply to information which:

a Becomes known as a result of an action by the providing Party;
b Is received legally by the receiving Party from a third party, without violating these
confidentiality obligations;
c Is developed by the receiving Party, fully independently from the provision by the
providing Party; or
d Is made public with the approval of the providing Party.

9.4 With respect to confidential information, Parties shall undertake to adhere to at least the same duty of care and guarantees applicable with respect to their own confidential information. SEA Water shall be entitled to disclose confidential information to third parties to the extent that this is deemed strictly necessary in order to perform the Agreement. SEA Water guarantees that these third parties shall assume the same duty of care in respect of the confidentiality of the confidential information as set out in this Article 9.

9.5 The termination of the Agreement does not affect the obligations of Parties under this

Article 10 Liability

10.1 SEA Water shall render the Services with due regard to and care for Client’s interests, but does not give any guarantees as to the effectiveness or result of the Services.

10.2 SEA Water cannot be held liable for any shortcomings in the execution of the Agreement that is the result of a shortcoming by a third party of a relevant agreement.

10.3 Any liability of either Party towards the other Party for compensation of direct material damages resulting from the performance or non-performance of the Agreement or otherwise, is at all times limited to the total amount of fees paid by Client to SEA Water under this Agreement for the execution of the phase during which the event that caused such damages occurred, unless otherwise agreed upon by Parties.

10.4 Without prejudice to Article 10.3 of these Terms and Conditions, in no event shall a Party’s total liability for any loss due to death or bodily injury exceed € 1.000.000,- per event. This maximum amount shall cease to apply in case of wilful intent or gross negligence of the defaulting Party.

10.5 The Parties’ liability for compensation of indirect or consequential damage or losses, including but not limited to loss of profits, lost savings, loss caused by interruption of operations, damage resulting from loss of data or information or any other damage than direct damage as referred to in Article 10.4 of these Terms and Conditions, is expressly and entirely excluded.

10.6 For the purpose of this Article 10, a series of connected events is considered a single event.

10.7 In any event, any right of action and/or defence with regard to SEA Water shall be precluded by the single lapse of one year after the right of action has arisen.

10.8 Client indemnifies, defends and holds harmless SEA Water from and against any and all third-party actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and expenses arising out of the defence of any claim, whether proven or not) in respect of the Services.

10.9 Parties shall not be liable for any delay or shortcoming in the performance of the Agreement as a result of circumstances beyond the reasonable control of that Party, including but not limited to force majeure, terrorism, earthquakes, government interventions, labour conflicts, failing aid programmes, deficit in reserves, riots, war, fire, epidemics or delays by third party suppliers.

Article 11 Notices
11.1 All notices and other communications provided for or permitted under the Agreement shall be made in writing and send to:

a Via e-mail: finance@drinkseawater.com; or
b Via regular mail: Singel 326A, 1016 AE, Amsterdam, The Netherlands

Article 12 Miscellaneous

12.1 Parties shall at all times make clear that they are acting as independent, autonomous Parties under their own name and for their own risk. Parties are not authorised to enter into commitments or obligations with third parties on behalf of each other. In no way does the Agreement intend to establish a legal relationship that goes beyond the rights and obligations that Parties have entered into with each other in the Agreement. In particular, yet not limited to this, it is not the intention of the Agreement to create a joint venture, agency or employment relationship.

12.2 The English language version of these Terms and Conditions shall prevail in case of any inconsistencies with translated versions.

12.3 Client shall not be authorised to transfer the Agreement and/or the rights and obligations ensuing from the Agreement to a third party without prior written approval of SEA Water.

12.4 SEA Water shall have the right to transfer (part of) the Agreement and/or any rights and obligations ensuing from the Agreement to an entity affiliated with SEA Water.

12.5 If any provision of these Terms and Conditions should be null and void or is annulled, the other provisions of these Terms and Conditions remain fully applicable and effective. In that case, Parties consult to arrange for new provisions which have the same purport, as much as possible, and that will replace the provisions that are null and void or that have been annulled.

Article 13 Governing law and dispute resolution

13.1 These Terms and Conditions and the Agreement are governed by Dutch law.
13.2 All disputes and claims arising from or relating to these Terms and Conditions and/or the Agreement, whether before or after termination of the Agreement, that Parties fail to settle amicably, shall be submitted solely to the competent court having jurisdiction over SEA Water’s place of business.