General conditions Guldemond Advocaten B.V.

Guldemond Advocaten B.V. (“Guldemond Advocaten”) is a limited liability company incorporated under the laws of the Netherlands. Guldemond Advocaten has its registered office in Amsterdam and is registered with the Chamber of Commerce under number 86126792.

The engagement between Guldemond Advocaten and the client is an agreement for services under Dutch law. Assignments are exclusively carried out under the applicability of these general terms and conditions. Guldemond Advocaten shall exclusively be deemed to advise under Dutch law, unless the parties have agreed otherwise in writing. Guldemond Advocaten undertakes to perform to the best of its ability, not to achieve a result. Assignments given to persons working at Guldemond Advocaten are considered to be given exclusively to Guldemond Advocaten, even if it is the intention that an assignment will be executed by a specific person. The operation of article 7:404, article 7:407 paragraph 2 and article 7:409 of the Dutch Civil Code is excluded.

These General Terms and Conditions shall apply to any assignment, including any follow-up assignment or additional assignment given to Guldemond Advocaten or to persons working at Guldemond Advocaten. “Persons working at Guldemond Advocaten” means any current or former direct or indirect subordinate, current or former employee, current or former shareholder of Guldemond Advocaten, the practice companies of those shareholders, current or former directors and shareholders of those practice companies, current or former advisors of Guldemond Advocaten and other auxiliary persons engaged by Guldemond Advocaten.

By giving an assignment to Guldemond Advocaten, the client waives the right to hold persons working at Guldemond Advocaten liable on any account whatsoever.

Guldemond Advocaten is insured against professional liability. This professional liability insurance covers damages up to an amount of EUR 5,000,000 per claim. If the client’s interest to be insured exceeds the insured amount, Guldemond Advocaten will, upon written request, make every effort to obtain higher coverage at the expense of the client.

If the performance of an instruction by Guldemond Advocaten leads to liability of Guldemond Advocaten, such liability shall be limited to the amount paid out by Guldemond Advocaten’s professional liability insurance in the case in question, increased by the amount of the excess payable by Guldemond Advocaten under the applicable insurance agreement in the case in question.

Without prejudice to the provisions of Section 6:89 of the Dutch Civil Code, any claim against Guldemond Advocaten and/or its associated employees shall lapse in any event in the event that the claim is not brought before the competent court within twelve months after the event causing the damage was discovered or reasonably should have been discovered. Guldemond Advocaten can only be deemed to interrupt the expiry periods if Guldemond Advocaten and the client have explicitly agreed to this in writing in the engagement agreement.

Unless explicitly agreed otherwise in writing, Guldemond Advocaten shall charge the client a fee for its services which shall be calculated by multiplying the number of hours spent on the case by the lawyers concerned by the rates applicable to the lawyers concerned from time to time multiplied by VAT and a reasonable mark-up for office expenses.

Guldemond Advocaten is entitled to adjust its hourly rates periodically. In doing so, Guldemond Advocaten will ensure as far as possible that, taking into account the circumstances, a reasonable fee is charged. All external costs incurred by Guldemond Advocaten in the execution of an instruction (such as court registry fees, travel, bailiff, courier, delivery, interpreting and translation costs) which fall outside the office expenses will in addition be charged as disbursements. Guldemond Advocaten is also entitled to require payment of an advance. A paid advance shall be set off against the final invoice.

In principle, billing is done on a monthly basis. If applicable, VAT will be charged. Invoices should be paid 14 days after the date of invoice. If the client fails to pay the invoices within this period, Guldemond Advocaten shall be entitled to suspend its activities with immediate effect without being liable to compensate any damage arising as a result thereof. If the client acting in the course of a profession or business fails to pay the invoices on time, statutory commercial interest shall be due from the due date and Guldemond Advocaten shall be entitled to charge extrajudicial collection costs estimated at 15% of the principal amount.

In the event that any objections pertaining to the invoice have not been reported to Guldemond Advocaten within 14 days, the client shall be deemed to have accepted the invoice, as well as the underlying work and registration.

Guldemond Advocaten shall be entitled to retain case files exclusively in the form of a digital copy or scan and to destroy scanned case files. Guldemond Advocaten is entitled to destroy the file documents five years after the closure of a case without further notice. If the client wishes to retain a document issued to Guldemond Advocaten in original, it must indicate this in writing at the time of issue. The document in question should be requested from Guldemond Advocaten without delay, but no later than three months after the closing of the file.

When engaging third parties, Guldemond Advocaten shall consult with the client in advance to the extent possible. Guldemond Advocaten is authorized by the client to accept limitations of liability and other general terms and conditions of third parties on behalf of the client. Guldemond Advocaten is not liable for errors or shortcomings of third parties in the performance of their work.

The client indemnifies Guldemond Advocaten against all claims by third parties, including the costs of legal assistance, which are in any way related to the work performed for the client, unless such claims are the result of intent or gross negligence on the part of Guldemond Advocaten.

Guldemond Advocaten shall treat confidential information which it receives from the client in the context of the execution of the instruction as confidential, with due observance of the applicable laws and regulations. Guldemond Advocaten has permission from the client to communicate with the client by electronic means, except to the extent that the parties have previously agreed otherwise.

Any provision of these General Terms and Conditions may be invoked by all persons working at Guldemond Advocaten, in any capacity whatsoever, as well as by their legal successors. Anything stipulated in these general terms and conditions for the benefit of Guldemond Advocaten shall be deemed to be an irrevocably agreed stipulation within the meaning of Article 6:253 of the Dutch Civil Code.

All engagements entered into between Guldemond Advocaten as contractor and third parties are further subject to the Guldemond Advocaten Office Complaints Procedure. This Office Complaints Procedure will be sent free of charge upon request and can be consulted at www.guldemondadvocaten.nl. Should any internal complaint handling fail to lead to a solution, all disputes relating to the services of Guldemond Advocaten, including billing disputes, shall be resolved on the basis of the Regulations of the Disputes Committee for the Legal Profession (Reglement Geschillencommissie Advocatuur), without prejudice to the authority of Guldemond Advocaten to apply to the court if the client has not submitted any billing dispute to the Disputes Committee within fourteen days after having been summoned to pay. If the client is a consumer, the Disputes Committee will decide by way of a binding opinion, unless the client who is a consumer turns to the court within one month after the complaint has been handled by the lawyer. If the client who is a consumer does not deposit the outstanding amount with the Disputes Committee in accordance with the provisions of the aforementioned Regulations, arbitration will apply. Disputes with business clients will be settled by arbitration. The Rules of the Disputes Committee for the Legal Profession will be sent upon request.

Guldemond Advocaten is required, as a result of applicable laws and regulations (including the Money Laundering and Terrorist Financing (Prevention) Act), to establish the identity of clients and to report unusual transactions to the authorities under certain circumstances. All personal data are processed in accordance with the General Data Protection Regulation (“AVG”).

The legal relationship between the client and Guldemond Advocaten is exclusively governed by Dutch law. The competent court in Amsterdam shall have exclusive jurisdiction to take cognizance of any disputes arising from the legal relationship between the client and Guldemond Advocaten. In the event of a dispute regarding the contents and purport of these general terms and conditions in any translation, the Dutch text of these general terms and conditions shall be binding.