General conditions

General Terms and Conditions of Van Poppel Croonen Attorneys B.V.

1. The private limited company Van Poppel Croonen Attorneys B.V. also acting under the name Van Poppel Croonen Attorneys (“VPCA ”) runs a legal practice in an integrated context among lawyers (“professional practitioners”). The shareholders of VPCA are private limited companies. A list of shareholders will be provided on request.

2. All engagements given to VPCA and contracts under which VPCA provides services are accepted and performed exclusively subject to the applicability of these general terms and conditions. Offers in which a client refers to the general terms and conditions used by the client will be accepted by or on behalf of VPCA with explicit rejection of those terms and conditions. Derogations from these general terms and conditions will be valid only if they have explicitly been agreed in writing.

3. A contract for services between a client and VPCA will be concluded only if by way of acceptance by VPCA or a lawyer or tax specialist employed at VPCA of an engagement from the client to perform work. The contractor is exclusively VPCA , regardless of which VPCA professional practitioner accepts an engagement. Book 7, Sections 404 and 407(2) of the Dutch Civil Code (BW) are not applicable to engagements accepted by or on behalf of VPCA .

4. If VPCA has accepted an engagement together with another natural or legal person or firm, it will only be liable to perform the obligations that are explicitly obligations of VPCA . The scope of Book 7, Section 407(2) of the Dutch Civil Code is excluded.

5. The contractual or non-contractual liability of VPCA for damage and/or loss arising from or in connection with any breaches in performing engagements will be limited to the amount paid in the particular case under the professional liability insurance taken out by VPCA , plus the amount of the excess borne by VPCA under the policy conditions.

6. If and in so far as, for whatever reason, the insurer should not proceed to pay, liability will be limited to the fee the client has paid in connection with the relevant engagement given to VPCA in the nine (9) months prior to the time at which the liability of VPCA and/or persons employed at VPCA arises, subject to a maximum of, in total, €50,000.00 (in words: fifty thousand euros) including VAT.

7. The professional liability of lawyers and tax specialists employed at VPCA will be limited in accordance with the first sentence of the aforementioned article 5. Other liability and the liability of other persons employed at VPCA is excluded. This section is an irrevocable third-party clause for the benefit of each person employed at VPCA .

8. The client indemnifies VPCA and persons employed at VPCA from claims of third parties and other damage and/or loss that VPCA or a person employed at VPCA incurs in connection with the engagement, in so far as the claim or the loss exceeds the amount paid for it under insurance taken out by VPCA , plus the applicable excess. A “third party” is also each group company of the client, shareholder of the client, managing director and supervisory director of the client and person working at or for the client, and each family member of the client. This section is an irrevocable third-party clause for the benefit of each person employed at VPCA .

9. The client may not set off any claim against VPCA , except in the event of prior written permission from VPCA to do so.

10. Any claim against VPCA can be assigned or pledged only with prior written permission from VPCA. This clause has effect under property law within the meaning of Book 3 Section 83(2) of the Dutch Civil Code.

11. All claims for compensation will become time-barred one year after the day on which the client becomes aware of the damage and/or loss and with VPCA’s liability for it.

12. VPCA , in the event it engages service providers in the context of an engagement who are not employed within the organisation (“subcontractors”) must observe due care in selecting them, and where necessary consult beforehand with the client. VPCA will not be liable for any errors or breaches by subcontractors it has engaged. Each engagement accepted by or on behalf of VPCA entails the authority of VPCA to accept general terms and conditions and/or limitations of liability used by subcontractors also on behalf of the client.

13. Not only VPCA , but also subcontractors engaged in the performance of any engagement may rely on these general terms and conditions.

14. All stipulations in these general terms and conditions are also made for the benefit of the directors and officers of VPCA , shareholders of VPCA , the directors and officers of the shareholders of VPCA that are private limited companies, as well as all those who work or worked for VPCA .

15. The client accepts that VPCA is obliged by law, for the purpose of preventing money laundering and terrorist financing (Money Laundering and Terrorist Financing (Prevention) Act (hereinafter: “MLTF”), to report unusual transactions to the competent authorities.

16. The client is aware that under the MLTF, VPCA may be obliged to identify the client and verify the identification. The client must always cooperate with this in the manner prescribed by the MLTF.

17. The client accepts that the obligation to provide information under the MLTF may prevail at any time over VPCA ’s duty of confidentiality and/or that of its affiliated persons.

18. The client must pay VPCA the agreed fee. If no fee has been agreed, the client will owe a fee according to the customary rates charged by VPCA .

19. Costs incurred by VPCA (such as couriers’ charges, travel and accommodation expenses, registration fees, court fees and costs, including interest, of persons not employed at VPCA and banks) will be payable by the client.

20. Where applicable in accordance with the law, turnover tax (VAT) will be added to the fee due from the client and the costs payable by the client.

21. The client can communicate objections to a fee note to VPCA in writing until thirty days after the date of the fee note. If no such communication is received, the fee note will count as accepted.

22. The client must pay each fee note from VPCA within thirty days of the date of the fee note.

23. The client may terminate the engagement at any time, but only by a written notice to his contact person at VPCA .

24. VPCA may terminate the engagement with due observance of a notice period of fourteen days, or with immediate effect if the client does not pay a fee note within thirty days of the due date, but only by way of a written notice to the client.

25. If the engagement ends, the client will owe a fee for the work VPCA performed before the end of the engagement, and for the possible work that VPCA must necessarily perform after that end in order to transfer the matter to the client or a third party.

26. These general terms and conditions were drafted in Dutch and have been translated into several languages. In case of a dispute over the contents or purport of these terms and conditions, the Dutch text will be binding.

27. The legal relationship between the client and VPCA is subject to Dutch law. Any disputes will be settled in the first instance by the Central Netherlands (Midden-Nederland) District Court, Utrecht location.

The General Terms and Conditions can be consulted on and will be sent free of charge immediately on request.