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, notwithstanding 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 combined practice companies that are partners in the partnership at the time the agreement is entered into are the sole contractual counterparties of the client (Client) for the benefit of and at the expense of their jointly owned partnership assets. A list of the current partners of VDVDK will be provided 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 these general terms and conditions apply, they shall also apply, without further declaration of applicability, to new agreements between the parties and to all non-contractual relationships between the parties, particularly torts. Agreements as referred to in this paragraph shall be deemed to include work performed by VDVDK for 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 such cases, VDVDK will only exercise rights under these general terms and conditions after obtaining permission from the Dean of the applicable Council of the Bar Association.

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 terms and conditions are available in Dutch, German, and English versions. In the event of any disagreement between the parties regarding the content and/or scope of these terms and conditions, the Dutch version of these terms and conditions shall prevail and be binding.

2. AGREEMENT

2.1 VDVDK will endeavor to execute the agreement with the Client with the necessary care and expertise. However, VDVDK does not guarantee that the intended result will be achieved.

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

2.3 If one or more provisions of this agreement prove to be invalid or unenforceable, in whole or in part, they are hereby replaced by provisions that do not apply and that, as far as possible, are identical to the invalid or unenforceable provision. To the extent necessary, the parties will consult in good faith on the precise wording of these replacement provisions.

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 services, which is based on an hourly rate, a flat rate of 6% for office expenses (plus VAT), and third-party costs. VDVDK revises the hourly rates annually on January 1st based on the following factors: increased seniority, knowledge, and experience of the client. lawyer , as well as the annual price index for business services. VDVDK is always entitled to request an advance payment 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 the Client to fulfill its payment obligation to VDVDK regarding any assignment, payment must be made immediately, 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 then applicable statutory interest pursuant to Article 6:119 of the Dutch Civil Code. In the event the Client acts in the exercise of a profession, business, or legal entity, the Client, notwithstanding the foregoing, will owe the commercial interest pursuant to Article 6:119a of the Dutch Civil Code. The Client has no right of offset 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 incurred by 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 lawyer Disputes between the client and the client can be resolved amicably, without the intervention of a government court or an external disputes committee. For complaints about VDVDK's services and/or the amount of the invoice(s), the internal office complaints procedure will be followed, as shown on the VDVDK website ( 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 as referred to in Article 4.1, the Court shall have jurisdiction. Amsterdam exclusive jurisdiction to hear the dispute. This choice of forum applies to all disputes between the parties arising from and related to this assignment.

4.3 If Client is a natural person who does not act in the exercise of a profession or business, the provisions of Article 4.2 shall only apply insofar as Client does not submit a complaint 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 he chooses to choose 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 reasonably should have discovered, a potential ground for a valid claim against VDVDK, Client is obliged to immediately notify VDVDK in writing, with supporting documents and properly substantiated, 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 from VDVDK shall expire 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 be an omission.

5.2 Any liability of VDVDK is always limited to the amount paid in the relevant case under the (professional) liability insurance(s), insofar as VDVDK is required to maintain such insurance(s) by mandatory regulation of the Dutch Bar Association, plus the amount of the deductible 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 by the Client to VDVDK in the relevant calendar year for work performed for them, up to a maximum of EUR 150,000.00 (including VAT).

5.3 VDVDK is never liable for indirect damage, consequential damage, or business interruption. VDVDK's liability never exceeds what is stipulated in these general terms and conditions, regardless of whether the claims are based on an agreement or otherwise, particularly tort. The limitation of liability referred to in Article 5 does not apply to intent or gross negligence on the part of (members of) VDVDK and/or its employees.

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

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

6. DATA PROTECTION AND PROFESSIONAL RULES

6.1 VDVDK is a data 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). VDVDK attaches great importance to the careful handling of personal data. This means that VDVDK has implemented appropriate technical and organizational measures to ensure the security of your personal data. VDVDK ensures that the personal data of data subjects is processed securely and in accordance with the requirements of the GDPR. For more information, please visit the VDVDK website ( vandiepen.com/privacy ).

6.2 The Client will provide VDVDK with the information that VDVDK, or third parties engaged by them, needs to comply with obligations to establish the identity of clients and associated individuals, including obligations under the Money Laundering and Terrorism Financing (Prevention) Act (Wwft). In this context, VDVDK may be required to verify the UBO registration. If the verification reveals that the UBO registration does not match VDVDK's knowledge of the ultimate beneficial owner, VDVDK is required to report this to the Chamber of Commerce (KVK). VDVDK is also required to report unusual transactions to the designated authority(ies).