Standard terms and conditions

GENERAL TERMS AND CONDITIONS OF DIEPEN VAN DER KROEF ADVOCATEN

SEPTEMBER 18, 2024

1. APPLICABILITY

1.1 All orders are accepted and executed exclusively by the Van Diepen partnership, with the exception of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code, as well as 7a:1680 of the Dutch Civil Code. Van der Kroef Advocaten (VDVDK). VDVDK is a partnership of private limited companies (practice companies). The joint practice companies that are partners of the partnership at the time of entering into the agreement are the only contractual counterparty of the client (Client) for the benefit of and at the expense of the partnership assets belonging to them jointly. A list of the current partners of VDVDK will be sent upon request.

1.2 These general terms and conditions apply to and form part of all agreements between VDVDK and the related 'Stichting Beheer Derdengelden Van Diepen' Van der Kroef Advocaten ' and Client, as well as to the resulting agreements and further (legal) acts of VDVDK with, for or towards Client. Once the general terms and conditions are applicable, they shall also apply, without further declaration of applicability, to new agreements between the parties and to all non-contractual relationships between the parties, in particular torts. Agreements as referred to in this paragraph shall also be deemed to include work performed by VDVDK for the benefit of Client.

1.3 VDVDK cannot invoke these general terms and conditions to the extent that this is not permitted (in whole or in part) by the professional organization. In applicable cases, VDVDK will only exercise rights under these general terms and conditions after obtaining permission from the Dean of the applicable Council of the Order.

1.4 Dutch law applies exclusively to the general terms and conditions and the orders, to the exclusion of the Client's own purchasing conditions.

1.5 These general terms and conditions exist in Dutch, German and English versions. In the event of any difference of opinion between the parties regarding the content and/or scope of these general terms and conditions, the Dutch version of these general terms and conditions shall prevail and be binding.

2. AGREEMENT

2.1 VDVDK will make every effort to execute the agreement with Client with the required care and expertise. However, VDVDK does not guarantee the achievement of the intended result.

2.2 Client is obliged to provide VDVDK with all facts and circumstances that may be important for the correct execution of the agreement, as well as all data and information requested by VDVDK, in a timely and complete manner. Client guarantees the correctness and completeness of all data and information provided to VDVDK.

2.3 If one or more provisions of the agreement prove to be invalid or unenforceable in whole or in part, they are hereby replaced by provisions for which this does not apply and which regulate as much as possible the same as the invalid or unenforceable provision. To the extent necessary, the parties will consult further in good faith about the precise wording of these provisions to replace them.

2.4 VDVDK and the Client always have the right to terminate the assignment agreement prematurely.

3. FEES AND PAYMENT OBLIGATIONS

3.1 VDVDK charges a fee for its work, which is based in principle on an hourly rate, a flat-rate fee of 6% for office costs (plus VAT), as well as the costs incurred by third parties. VDVDK revises the hourly rates annually on 1 January based on the following factors: increased seniority, knowledge and experience of the person concerned lawyer , as well as the annual price index for business services. VDVDK is always entitled to request an advance payment on the fee from the Client.

3.2 Payment of VDVDK's invoices must be made within 14 days of the invoice date. In the event of a failure by Client to comply with his payment obligation towards VDVDK in respect of any order, payment must be made without delay, notwithstanding the foregoing.

3.3 If the aforementioned payment term is exceeded, the Client will be in default by operation of law and the default interest will be equal to the statutory interest applicable at that time pursuant to article 6:119 of the Dutch Civil Code. In the event that the Client acts in the exercise of a profession or business or legal entity, the Client will, in deviation from the foregoing, owe the commercial interest pursuant to article 6:119 a of the Dutch Civil Code. The Client does not have the right of set-off or suspension. VDVDK is entitled to charge extrajudicial collection costs. These costs are calculated according to the Scale for Extrajudicial Collection Costs (BIK) as set out in the Decree on compensation for extrajudicial collection costs. All other (judicial) costs of VDVDK related to the collection of its claims will also be borne by the Client.

4. COMPLAINTS & COLLECTION

4.1 The starting point of VDVDK is that disputes between the parties involved lawyer and Client can be resolved mutually ('amicably'), without the intervention of the government court or an external disputes committee. In the event of complaints about the services and/or the amount of the invoice(s) of VDVDK, the internal office complaints procedure will be followed as shown on the website of VDVDK ( vandiepen.com/kantoorklachtenprocedure ).

4.2 If a dispute arises between the parties regarding the (method of) execution of the assignment by VDVDK and/or as a result of the invoice(s) left unpaid by the Client, cannot be resolved amicably through the internal office complaints procedure of article 4.1, the Court shall have jurisdiction. Amsterdam exclusively authorized to hear the dispute. This choice of forum applies to all disputes between the parties arising from and related to the present assignment.

4.3 If the Client is a natural person who is not acting in the exercise of a profession or business, the provisions of Article 4.2 shall only apply to the extent that the Client does not submit a claim within one month after VDVDK has notified him or her in writing that it intends to initiate (collection) proceedings with the Court. Amsterdam , indicates that it chooses to choose a settlement by the competent court according to law (see Article 6:236( n) of the Civil Code).

5. LIABILITY

5.1 As soon as Client has discovered or should reasonably have discovered a possible ground for a valid claim against VDVDK, Client is obliged to immediately, substantiated with documents and properly substantiated, inform VDVDK in writing of the existence of this alleged claim against VDVDK, under penalty of forfeiture of rights. Without prejudice to the provisions of article 6:89 of the Dutch Civil Code, the right to compensation against VDVDK shall lapse one year after the event from which the damage directly or indirectly arises and for which VDVDK is liable. An event as referred to in the previous sentence is understood to mean an omission.

5.2 Any liability of VDVDK is always limited to the amount paid out in the relevant case under the (professional) liability insurance(s), insofar as VDVDK is required to maintain this insurance by virtue of a mandatory provision of the Netherlands Bar Association, plus the amount of the deductible that is not borne by those insurers under the policy conditions. If, for whatever reason, no payment is made by the insurer, any liability is limited to twice the amounts paid to VDVDK by the Client in the relevant calendar year for work performed for him, up to a maximum of EUR 150,000.00 (including VAT).

5.3 VDVDK is never liable for indirect damage, consequential damage and business damage. The liability of VDVDK never goes beyond what is stipulated in these general terms and conditions, regardless of whether claims are made under an agreement or on other grounds, in particular unlawful acts. The limitation of liability as referred to in article 5 does not apply to intent or gross negligence of (members) of VDVDK and/or its employees.

5.4 If persons engaged in connection with the execution of an assignment from the Client wish to limit their liability in connection therewith, all assignments given to VDVDK by the Client include the authority to accept such a limitation of liability also on behalf of the Client.

5.5 If the execution of an assignment from the Client entails that a person established outside the Netherlands who is not affiliated with VDVDK and who is also not part of a partnership entered into by VDVDK, is engaged to perform work in the context of the given assignment, VDVDK is not liable for errors made by this person.

6. DATA PROTECTION AND PROFESSIONAL RULES

6.1 VDVDK is a controller within the meaning of the General Data Protection Regulation (GDPR). Personal data consists of all information about a living identified or identifiable natural person (the data subject). For VDVDK, careful handling of personal data is of great importance. This means that VDVDK has taken appropriate technical and organizational measures to ensure the security of your personal data. VDVDK ensures that the personal data of the data subject are processed by the office in a secure manner and in accordance with the requirements of the GDPR. For more information, please refer to the VDVDK website ( vandiepen.com/privacy ).

6.2 The Client will provide VDVDK with the information that VDVDK, or the third parties engaged by them, requires to comply with obligations to establish the identity of clients and persons associated with them, including obligations under the Money Laundering and Terrorist Financing (Prevention) Act (Wwft). In this context, VDVDK may be required to check the UBO registration. If the check shows that the UBO registration does not correspond with the knowledge that VDVDK has of the ultimate beneficial owner, VDVDK is required to report this to the Chamber of Commerce. VDVDK is also required to report unusual transactions to the designated authority(ies).