General Terms and Conditions of the Professional Partnership, DUDOK Bouw- en Vastgoedrecht

1. DUDOK Bouw- en Vastgoedrecht (“DUDOK“) ) is a professional partnership governed by Dutch law, which has its registered office in Amsterdam, the Netherlands, and which is registered in the commercial register maintained by the Chamber of Commerce under Number 34329006.

2. A ‘client’ is deemed to refer to any commissioning party at whose behest DUDOK carries out work and/or provides services.

3. These general terms and conditions shall govern all of DUDOK’s letters of engagements, including any subsequent or new ones. The application of other general terms and conditions, including those of any of DUDOK’s clients, is explicitly rejected.

4. Only DUDOK shall serve as a client’s service provider. Articles 7:404 and 7:407(2) of the Dutch Civil Code shall not apply in respect of any engagements which are consented to and executed by or on behalf of DUDOK. This shall also apply where it is a client’s explicit or tacit intention to have one (1) or more persons associated with DUDOK execute an engagement. For the purposes of these general terms and conditions ‘persons associated’ is deemed to include any private individual or legal entity that directly or indirectly works or worked for DUDOK, including at any rate its partners, the latter’s shareholders or directors, and all of DUDOK’s current and former staff.

5.Any liability on the part of DUDOK for work carried out or to be carried out by or on behalf of DUDOK, otherwise associated with a letter of engagement agreed to with DUDOK or some other legal relationship with DUDOK which the latter has entered into for the purposes of work shall be confined to the sum which is or has been paid out pursuant to any professional liability insurance which DUDOK has taken out, plus the amount of any excess for which DUDOK is liable in the relevant case pursuant to such insurance. This limitation of DUDOK’s liability shall apply irrespective of wheth-er that liability applies pursuant to an agreement, the law (such as tort) or some other legal grounds.

6.Any liability on the part of a private individual or legal entity associ-ated with DUDOK towards a client or any other party associated with the latter (which is deemed to include any of a client’s current or former directors, employees, shareholders or group companies) is explicitly precluded. Acting partly on behalf of any other party associated with a client, the latter shall waive – where necessary in advance – any rights or claims which they may acquire against any private individual or legal entity associated with DUDOK on any grounds whatsoever. Acting partly on behalf of Stichting Derdengelden DUDOK Advocaten and the trust accounts maintained by DUDOK’s notaries, DUDOK rejects any liability which in any way pertains to insolvency on the part of any bank, financial institution or any other party, or their failure in some other way to comply with their obligations.

7. . Subject to the provisions of Articles 5 and 6, any claim against DUDOK or a private individual or legal entity associated with it in connection with DUDOK’s performance of work which DUDOK has carried out or has been instructed to carry out (which is deemed to include any claim for compensation for a loss) shall cease to apply one (1) year after the date on which the relevant client becomes aware or could reasonably become aware of the existence of such claim or loss and DUDOK’s potential liability for same. In all cases such claims shall lapse two (2) years after the relevant work has been carried out by or on behalf of DUDOK.

8. Subject to the provisions of Articles 4 and 6, these general terms and conditions, including the limitations of liability stipulated in them, shall not only apply for the benefit of DUDOK but they may also be relied upon by and for the benefit of any person involved in the exe-cution of an engagement and/or who also bears or could in any way bear any liability in this respect on any grounds whatsoever, by any private individual or legal entity associated with DUDOK, as well as by Stichting Derdengelden DUDOK Advocaten The provisions of this article and also any other provisions of these general terms and conditions which seek to create rights for the benefit of any other party referred to in the first sentence of this article shall also serve as an irrevocable third-party beneficiary clause drawn up in relation to them free of charge within the mean-ing of Article 6:253(4) of the Civil Code.

9. When carrying out its work, DUDOK shall be entitled to engage any other party and to use any electronic means of communication or other electronic services (‘electronic services’ ) provided by any other party. DUDOK shall exercise due care as required when selecting such other parties or electronic services. DUDOK shall not be liable for any act or omission on the part of such other party or any loss that is suffered pursuant to any use of such electronic services. Acting on its own behalf or that of a client, DUDOK may consent to the terms and conditions of such other party or electronic service provider, including any limitation of liability, and raise them as a defence against a client.

10. Unless otherwise agreed, a fee shall be calculated on the basis of the number of hours worked multiplied by the hourly rates which DUDOK annually sets. A client shall also be liable for any expenses and disbursements which DUDOK pays for their benefit, which costs shall be charged separately. Unless explicitly indicated otherwise, all amounts which DUDOK charges or mentions shall be exclusive of VAT.

11. DUDOK’s bills must be paid within fourteen (14) days after the relevant invoice date. In the event of late payment DUDOK shall be entitled to charge legally stipulated commercial or other interest on the unpaid amount as of the fifteenth day after the relevant invoice date.

12. In the event that a bank or financial institution referred to in Article 6 charges DUDOK, any notaries associated with it, Stichting Derdengelden DUDOK Advocaten or Derdengelden Notariaat DUDOK negative interest on the financial deposits of a client or some other party, such negative interest shall be debited to that client or other party and shall be deducted from the amount deposited.

13. In accordance with the applicable legislation and regulations, including the Money Laundering and Terrorism Funding Prevention Act [Wet ter voorkoming van witwassen en financieren van terrorisme] (‘Wwft’), DUDOK shall have a duty to determine the identity of its clients and their ultimate beneficial owner(s) and DUDOK needs to report any transactions that are unusual in certain circumstances within the meaning of the Wwft to the authorities. The Wwft prohibits DUDOK from informing a client that it has notified the authorities accordingly. Amongst other things, DUDOK has a duty to report specific cross-border constructions to the relevant authorities in accordance with the applicable regulations.

14. The following terms and conditions shall also apply in the case of any material work carried out at a consumer’s behest: (a) a notary shall comply with all existing professional regulations and codes of conduct. These regulations are set out in the consumer brochure, Rules for Notaries and Consumers [Spelregels voor notaris en consumenten], which have been drawn up by the Royal Dutch Notarial Society [Kon-inklijke Notariële Beroepsorganisatie] (KNB) in consultation with the Dutch Consumers Association [Consumentenbond] and the home-owners association, Vereniging Eigen Huis. This brochure may be found at www.knb.nl and may be provided in print on request; and (b) a notary shall provide a client with a clear and timely explanation of the financial implications of their services.

15. The DUDOK (legal practice) complaints procedure shall apply in relation to the work carried out by the DUDOK lawyers or for which the latter have been engaged. The DUDOK (notarial practice) complaints procedure, as well as KNB’s complaints and dispute resolution procedure shall apply in relation to the notarial services which DUDOK provides. The complaints procedures can be found at https://www.dudoklegal.nl and the KNB’s complaints and dispute resolution procedure at www.knb.nl and www.degeschillencommissie.nl.

16. . The legal relationship between a client and DUDOK shall be solely governed by and construed in accordance with the law of the Nether-lands. Any dispute between a client and DUDOK shall only be adjudicated by the District Court of Amsterdam.

17. These general terms and conditions were lodged with the Chamber of Commerce in Amsterdam under Number 34329006 on 12 November 2021.