General Terms and Conditions for Provision of Professional Services

To all our agreements, our general terms and conditions for professional service apply:

Article 1:
General


1.1 These general terms and conditions for the provision of professional services apply to all agreements concerning the delivery of services (in particular services such as lawyer and/or tax adviser), as well as to tenders for such agreements. Such agreements create a commission contract as referred to in article 7:400 of the Dutch Civil Code. The client also and unconditionally accepts the applicability of these general terms and conditions for the services for all future agreements and tenders for agreements.

1.2 In the agreement referred to in article 1.1, Kantoor Mr. van Zijl B.V., is considered to be the sole service commissionee, even if it is the client's intention that a specific person will execute the commission. The applicability of the articles 7:404 and 7:407(2) of the Dutch Civil Code is excluded.

Article 2:
Engagement of third parties

2.1
 Kantoor Mr. van Zijl is entitled, if this is necessary or beneficial for satisfactory execution of a given commission, to engage third parties during the execution of the commission, to charge the costs of this engagement to the client and to accept limitations of the liability of these third parties on behalf of the client.

2.2 Kantoor Mr. van Zijl is not liable for any shortcomings on the part of these third parties.

Article 3:
Invoices

3.1
 Unless otherwise stated or accepted in writing by Kantoor Mr.van Zijl, Kantoor Mr.van Zijl will invoice the client for the cost of its services at regular intervals based on the actual time spent on the commission, at an hourly rate agreed with the client. If no specific hourly rate has expressly been agreed with the client, the hourly rate, usually charged by Kantoor Mr.van Zijl to other clients, will apply.

3.2 Kantoor Mr. van Zijl will reduce or increase the chargeable time if and insofar as special circumstances on the part of Kantoor Mr.van Zijl mean that the matter being handled has required more, respectively less time than would have been the case without these special circumstances.

Article 4:
Payment

4.1
 Unless expressly agreed otherwise, a period of fourteen days applies for payment of Kantoor Mr. van Zijl’s invoices. In the event of non-payment within the set time, the client will be in default by operation of the law, without any demand or default notice being required, and he will be obliged to pay an interest equal to the statutory interest referred to in articles 6:119 and 6:120 of the Dutch Civil Code or (if the client is a natural person, practicing a profession or running a business, or is a legal person) in articles 6:119a and 6:120 of the Dutch Civil Code, this interest to be calculated from the fifteenth day after the date of the invoice.

4.2 Should the client be in default, all invoices submitted by Kantoor Mr.van Zijl for the account of the client will be payable, including any invoices still to be sent out by Kantoor Mr.van Zijl for services provided during the current invoicing period.

4.3 All costs incurred by Kantoor Mr.van Zijl in connection with the recovery of the amount owed to Kantoor Mr.van Zijl (including the costs of engaging staff of Kantoor Mr.van Zijl, which will be charged at the hourly rate mentioned in 3.1), will be paid in full to Kantoor Mr.van Zijl by the client, including extrajudicial collection costs that will be deemed to be at least 15% of the payable amount and will be at least € 125.

Article 5:
Limiting liability

5.1
 In conformance with the rules of the Regulation on the Professional Liability of the Dutch Law Society Kantoor Mr.van Zijl commits to insure itself, and to remain insured against liability for damage resulting from non-, incorrect, late or incomplete execution of commissions. On first demand from the client, Kantoor Mr.van Zijl will send a copy of the policy conditions of this insurance to the client, free of charge.

5.2 The liability of Kantoor Mr.van Zijl for compensation of the damage incurred is limited to the actual amount that, under the insurance referred to in 5.1, will be paid-out, plus the excess amount. If for whatever reason no payment should be made under the insurance referred to under 5.1, any liability will be limited to the amount (excluding VAT and disbursements) that was chargedby Kantoor Mr.van Zijl in the case in question.

5.3 Damage as referred to in 5.1 and 5.2 also includes claims from third parties. The client explicitly indemnifies Kantoor Mr.van Zijl against such claims. This indemnity does not apply when the client is a natural person who does not practice a profession or run a business.

Article 6:
Intellectual property

6.1 
Unless otherwise expressly agreed in writing or confirmed by Kantoor Mr.van Zijl, the advices given to the client by Kantoor Mr.van Zijl and the outcomes of activities carried out are intended for the exclusive use of the client. All rights of intellectual property of this advice or other outcomes of the activities of Kantoor Mr. van Zijl are the exclusive property of Kantoor Mr.van Zijl

6.2 The client is expressly prohibited to use these advices, or other outcomes of the activities of Kantoor Mr.van Zijl, for third parties, or to allow third parties to, directly or indirectly, take advantage of it.

6.3 Third parties cannot derive rights from activities Kantoor Mr.van Zijl carries out during the execution of the agreement with the client. If the client informs third parties about the activities carried out by Kantoor Mr.van Zijl for the benefit of the client, the client is obliged to point out the applicability of these general terms and conditions for the provision of services to the third party, and to ensure that the third party accepts the applicability of these general terms and conditions for the provision of services.

Article 7:
Storage of information

7.1
 Kantoor Mr.van Zijl is obliged to store information, records and documents belonging to the client with due care during the execution of the commission.

7.2 Kantoor Mr. van Zijl is not obliged to store such information, records and documents once the execution of the commission is completed.

Article 8:
Complaints

8.1
 If the client is dissatisfied with the quality of the services or with the invoice received from Kantoor Mr.van Zijl, the client can submit his objections to Kantoor Mr.van Zijl. The client can apply to Mr.J.P.M. van Zijl for this purpose. Such complaint will be handled in conformance with the complaints handling scheme used by Kantoor Mr.van Zijl.

8.2 Complaints from the client concerning the execution of the activities carried out by Kantoor Mr. van Zijl do not give the client the right to suspend his obligation to pay.

8.3 Under penalty of loosing the right to refer to the complaint judicially or extrajudicially, complaints must be submitted in writing within three months after the client has taken note of, or in all reasonableness could have taken note of, the acts or omissions giving rise to the complaint

8.4 The stipulations of article 8.2 and 8.3 do not apply if the client is a natural person who does not practice a profession or run a business.

Article 9:
Disputes

9.1
 Kantoor Mr.van Zijl is a party to the "Grievances and Disputes Scheme for the Dutch Law Society ". Any disputes which might arise in connection with the realization and/or execution of the services of Kantoor Mr.van Zijl, including all invoice disputes, will be settled in accordance with the Grievances and Disputes Committee Regulations. If the dispute concerns an instruction from a private client, the regulations provide for a binding advice, unless the client applies to the regular Court within one month after settlement of the complaint by the lawyer. In case of recovery of a debt from a private client, a binding advice will only apply if the client pays the outstanding amount under the Disputes Committee. In case he fails to do so, arbitration will apply for the collection. If the dispute concerns the commission of a business client, the regulations provide for arbitration.

9.2  Any disputes between Kantoor Mr.van Zijl and its client to which the Grievances and Disputes Scheme of the Dutch Law Society does not apply under the Regulations of the Disputes Committee for the Legal Profession (e.g. because of the level of the damages claimed by the client), will exclusively be arbitrated by the Competent Civil Court in Tilburg, without prejudice to the statutory competence of the Sub-district Court under article 108, sub 2, of the Code of Civil Procedure, and without prejudice to the statutory competence of the Supervisory Committee of the Dutch Law Society in the Breda district and the presiding judge as referred to in articles 32 and following of the Civil Cases (Fees) Act.

9.3 Only Dutch law applies to the agreement between Kantoor Mr.van Zijl and its client.

Article 10:
Changes

10.1
 Kantoor Mr.van Zijl is authorized to change these general conditions for the provision of services at all times.

10.2 Changes will not be binding for the client until Kantoor Mr.van Zijl has filed the changed General Conditions for the Provision of Services at a Chamber of Commerce and Industry or at the Registry of a Court, and has also notified the client of the change in the General Conditions for the Provision of Services, and a fortnight of the date of this notification has passed without the client having notified Kantoor Mr.van Zijl, in writing, that he disagrees with the change.

Agreements are entered into with Kantoor Mr. van Zijl B.V. as party on our side.