General Conditions

Article 1 Assignment

These general conditions will apply to every assignment, including every supplementary assignment and follow-up assignment given to Boels Zanders. Boels Zanders will be the sole Contractor vis-à-vis the Client. Boels Zanders will be entitled to engage one or more of its lawyers to perform an assignment. Sections 7:404 and 7:407(2) of the Dutch Civil Code (Burgerlijk Wetboek) will not apply. Boels Zanders will perform the assignment granted exclusively for the Client. Third parties cannot derive any rights whatsoever from the manner in which that assignment was performed or the results thereof. The Client indemnifies Boels Zanders against any third-party claims related to or arising from the work performed for or on behalf of the Client.

Article 2 Fees and costs

Boels Zanders will periodically send the Client an invoice for fees, office expenses and disbursements. The fee will be based on the then current hourly rate, unless expressly agreed otherwise. The hourly rate of the lawyers will vary according to years of experience of the lawyers handling the case. In cases with an interest exceeding EUR 500,000, the hourly rate can be increased by a factor of 1.25. Boels Zanders will be entitled to adjust its fees periodically. The new fees will also apply in ongoing cases from that time onwards. A flat rate for office expenses will be payable on the fee. The amount of the rate will be stated in our order confirmation. Disbursements such as bailiffs’ fees, court registry fees, extracts and costs related to the engagement of third parties are expressly not included in the office expenses. These are charged separately. Boels Zanders will always be entitled to request an advance payment for work to be performed and costs to be incurred, which advance payment will be set off according to the interim period or at the end of the assignment.

Article 3 Payment

Invoices should be paid no later than 14 days after the invoice date. If payment is not made within the above period, the Client will be in default by operation of law. In that case, Boels Zanders can claim statutory commercial interest and compensation of the judicial and extrajudicial costs relating to the collection. The extrajudicial collection costs will be calculated for private clients according to the Dutch Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten). In all other cases, the collection costs will be 15% of the outstanding invoices with a minimum of EUR 250. If a party other than the Client is obliged to pay Boels Zanders’ invoice, the Client will remain jointly and severally liable for its payment. Boels Zanders will be entitled to set off its invoices against the amounts owed to the Client either by Boels Zanders or by Stichting Beheer Derdengelden Boels Zanders.

Article 4 Engagement of third parties

In the context of the performance of assignments, Boels Zanders will be authorised to engage third parties on behalf of and at the expense of the Client. Boels Zanders will be authorised to accept general conditions stipulated by third parties engaged for the assignment, also for the benefit and on behalf of the Client. Boels Zanders will thereby be or considered to be authorised by the Client to accept any limitations and/or exclusions of liability on behalf of the Client. Boels Zanders will not be liable for any shortcomings of these third parties. If so required, Boels Zanders will assign any claims it may have against third parties to the Client.

Article 5 Liability and lapse

Any liability of Boels Zanders will be limited to the amount paid out in the case in question by its professional liability insurer, increased by the amount of the excess stipulated in the policy. If, for whatever reason, the professional liability insurance does not provide a claim for payment, Boels Zanders’ liability will in any event be limited to the fee charged in the case in question, increased by an amount of EUR 50,000, and together to a maximum of EUR 100,000. Liability for verbal, non-written advice will be excluded entirely. Boels Zanders will never liable for indirect damage, i.e. damage that is not directly causally related to a shortcoming on the part of Boels Zanders, which in any event should be understood to include loss due to delay, loss of profit, reputational damage and any other consequential damage, irrespective of the cause of such damage. Any liability of those persons associated with Boels Zanders, such as employees and/or directors who are engaged by Boels Zanders in the performance of the assignment, will be excluded.

Liability for damage caused by data loss, security breaches, temporary or permanent unavailability of the client’s digital access (if any) to files or other incidents caused by the use of digital business resources will be excluded entirely, except insofar as the damage was caused by an intentional act or omission or wilful recklessness on the part of Boels Zanders or its subordinates (managing or otherwise). If Boels Zanders may not limit or further limit its liability on the basis of mandatory statutory provisions, the applicable statutory provisions will apply. Without prejudice to the provisions of Section 6:89 of the Dutch Civil Code, any right of action will in any event lapse twelve (12) months after the time when the occurrence of the liability should reasonably have been known and (if this cannot be determined) in any event two (2) years after the date of the last invoice. The provisions of this article also apply vis-à-vis the Client if a third party claims or also claims compensation in connection with a service provided by Boels Zanders to the Client. Any claim for damages against employees, lawyers, directors of shareholders’ companies or other persons or legal entities involved in the performance of the assignment on behalf of Boels Zanders will be excluded. This is a third-party clause, which the persons referred to can invoke at any time.

Article 6 Personal data and identification

Boels Zanders processes personal data from or on behalf of the Client in the context of the performance of the assignment or assignment granted by the Client. The privacy statement or the website of Boels Zanders describes which personal data may be processed by Boels Zanders and for how long these data are retained, why and on what basis these data are processed by Boels Zanders (and any processors engaged by Boels Zanders), and what the rights of those involved are.

The Client guarantees that all personal data received by Boels Zanders from the Client in the context of the performance of the assignment can be lawfully provided to Boels Zanders and indemnifies Boels Zanders against claims from those involved in connection with wrongful processing by the Client. Pursuant to the legislation applicable to Boels Zanders, Boels Zanders will be obliged to ascertain the Client’s identity and verify it in certain cases. Upon first request, the Client will provide all information and documentation necessary for Boels Zanders to perform the client investigation (ongoing or otherwise), including the identification and verification of the Client and its eventual beneficial owner or owners pursuant to the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wwft). The assessment of client investigations in accordance with the Wwft is the sole responsibility of Boels Zanders.

Article 7 Right of withdrawal

In the event that an agreement is concluded remotely between Boels Zanders and a private client, this article will apply additionally. The Client will be entitled to dissolve the agreement with Boels Zanders free of charge within 14 days of receipt of the order confirmation from Boels Zanders, without giving reasons. The Client may dissolve the agreement by sending a completed model form (see the website for this purpose) for dissolution to Boels Zanders via [email protected], or by submitting another statement to Boels Zanders for dissolution. In the event that the Client dissolves the agreement with Boels Zanders after the Client has expressly requested Boels Zanders to commence the performance of the assignment, the Client will owe, pursuant to Section 6:230s(4) of the Dutch Civil Code, an amount proportionate to that part of the agreement that has been performed by Boels Zanders at the time the Client exercises its right of dissolution. This amount will be calculated on the basis of the hourly rate applicable at the time, plus office expenses and any disbursements.

Article 8 Miscellaneous

Boels Zanders will archive a file after the last invoice has been sent and retain it for ten (10) years unless there are reasons to keep the file longer. At the end of this retention period, the entire file will be destroyed and therefore no further documents can be requested from Boels Zanders. These conditions have been drawn up in Dutch, English and German. In case of interpretation disputes or discrepancies, the Dutch text will prevail. The stipulations in these general conditions are considered to have also been made for the benefit of all shareholders and all lawyers and employees working for Boels Zanders, and all persons engaged by Boels Zanders for the performance. The persons referred to may invoke the provisions of these general conditions at any time.

Article 9 Applicable law and dispute resolution

The legal relationship between Boels Zanders and the Client is governed by Dutch law. The District Court of Limburg, seated in Maastricht, the Netherlands, has exclusive jurisdiction to hear disputes between Boels Zanders and the client, unless another court has jurisdiction on the grounds of mandatory law. If Boels Zanders is the claimant, it will be entitled, by way of derogation, to submit the dispute to the competent court in the Client’s place of residence.

February 2024