1. General

1.1. These General Terms and Conditions apply to all agreements and any other kind of legal relationship among Poelman c.s. B.V. (“Poelman c.s.”) and another party (the “Client”) pursuant to which Poelman c.s. performs or will perform services (the “Services”). Poelman c.s. is a public limited liability company incorporated under Dutch law with trade register number 17217106, with the object to practice the legal profession. Those individuals who have been authorized by Poelman c.s. to accept a request for Services are referred to in these Terms and Conditions as “Partners”.

1.2. Under applicable legislation – including the Act on the prevention of money laundering and terrorist financing - Poelman c.s. is obliged to verify the identity of its Clients and report unusual transactions to the authorities under certain circumstances.

1.3. Both Poelman c.s. and any person associated or formerly associated with Poelman c.s. may rely on these Terms and Conditions. Persons associated with Poelman c.s. include employees, advisors, partners, independent contractors and shareholders of Poelman c.s.

1.4. Poelman c.s. shall have the right to amend these General Terms and Conditions. The amended General Terms and Conditions shall apply to all new contracts for Services.

2. Standard of care

2.1. In the performance of the Services, Poelman c.s. shall to the extent possible exercise the standard of care of a good professional service provider (‘goed opdrachtnemer’).

2.2. Poelman c.s. shall at all times be entitled to designate or replace the person or persons who will perform the Services, even if the Services were requested with the intention that they be carried out by a specific person.

2.3. Requests for Services are deemed to have been directed to Poelman c.s. only and not to any person associated with Poelman c.s. The application of sections 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded. By means of requesting Poelman c.s. to perform Services, the Client waives any right to hold any person associated or formerly associated with Poelman c.s. liable on any ground whatsoever. This paragraph 2.3 constitutes a third-party stipulation (‘derdenbeding’) that any person associated or formerly associated with Poelman c.s. may always invoke.

3. Electronic means of communication

3.1. In the event that the Client and Poelman c.s. engage in communication through electronic means, including (without limitation) email and other forms of data transmission, both parties shall adopt standard means of virus protection.

3.2. Neither party shall be liable towards the other party for any damage resulting from the transmission of viruses and/or other irregularities in electronic communication, and/or for messages or data, which are not received or received in non-correct or damaged format. The transmission of emails and other forms of data transmission shall be nonencrypted unless the Client, with respect to any specific message, has requested the usage of encryption means currently in use with Poelman c.s.

4. Fees and Invoicing

4.1. Invoicing for services shall take place monthly, in accordance with Poelman c.s.’s then-current hourly rates of the persons involved in the performance of the services at the time the services are performed, unless otherwise agreed in writing. Poelman c.s. shall have the right to amend its hourly rates annually.

4.2. Poelman c.s. shall pass on costs not included in its hourly rates to the Client, including (but not limited to) travel expenses, court registry fees, courier costs, translation costs, reproduction costs and in general all costs of third parties retained in consultation with the Client.

4.3. Before commencing performance of the Services, Poelman c.s. may require payment of a retainer fee. Poelman c.s. shall not be obliged to perform any Services until the required retainer fee has been paid. This retainer fee shall be set off against the last invoice for the Services to which the payment of the retainer fee relates.

4.4. All amounts shall be exclusive of V.A.T.

5. Payment

5.1. Unless otherwise agreed, payments must be made in Euro within fourteen days after the date of invoice, by transfer of the amount payable to the bank account stated on the invoice or otherwise to be designated by Poelman c.s.

5.2. In the event of late payment, the Client shall owe to Poelman c.s. statutory interest (‘wettelijke rente’) or, as applicable, commercial statutory interest (‘wettelijke handelsrente’), on the amount not paid on time, as of the due date of the relevant invoice, up to and including the day of payment in full.

6. Liability

6.1. Any liability of Poelman c.s. for damage arising from or in connection with a breach of contract or wrongful act, or based on any other legal ground, shall be limited to the amount paid out in the matter concerned under the professional liability insurance policy of Poelman c.s., plus the amount of the deductible under that insurance policy.

6.2. In the event that the insurer declines to pay a claim, the liability for the total damages arising out of or connected with the agreed-upon Services shall be limited to the amount received by Poelman c.s. from the Client for those Services.

7. Other professional service providers

7.1. In the event that Poelman c.s. retains the services of third parties in the performance of Services, Poelman c.s. shall not be liable for any damage that is caused by the errors or omissions of such third parties. In the event such a third party wishes to limit its liability, Poelman c.s. shall have the right to accept such limitation on the Client’s behalf.

7.2. Poelman c.s. shall assign the rights it can enforce towards the relevant third party in connection with damage caused by that third party to the Client at the Client’s first request.

8. Termination

8.1. The agreement may be terminated by either party by giving written notice, if desired with immediate effect. The Client shall be obliged to pay all fees for the Services performed until the moment of termination.

9. Miscellaneous

9.1. Claims by the Client expire twelve months after the Services to which the claim relates have been performed. In addition, any claim for compensation of damage will expire one year after the date on which the Client became aware of the damage as well as Poelman c.s.’s liability for such damage.

9.2. Netherlands law governs the legal relationship among Poelman c.s. and the Client. Any disputes between the Client and Poelman c.s. shall in the first instance be submitted to the competent Court in Amsterdam, the Netherlands, without prejudice to Poelman c.s.’s right to submit a dispute to any other competent court.

9.3. Poelman c.s.’s complaint procedure (‘klachtenregeling’) applies to all Services provided by Poelman c.s.’s attorneys (‘advocaten’). See: poelmancs.com.

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