General terms and conditions of Schut van de Ven Notariskantoor B.V.

Article 1.
Schut van de Ven Notariskantoor B.V. is a private company with limited liability (“besloten vennootschap met beperkte aansprakelijkheid”) incorporated under the laws of the Netherlands, whose object is to practice the profession of civil law notary (“notaris”). A list of the shareholders in Schut van de Ven Notariskantoor B.V., or the persons holding shares in Schut van de Ven Notariskantoor B.V. through their respective holding companies – which persons are, in conformity with international practice, referred to as “partners” – will be provided on request.

Article 2.
The provisions in these General Terms and Conditions are made for the benefit of not only Schut van de Ven Notariskantoor B.V., but also the “partners” (as referred to above), all other persons or legal entities working for Schut van de Ven Notariskantoor B.V., all persons or legal entities engaged by Schut van de Ven Notariskantoor B.V. in relation to the carrying out of any instruction and all persons or legal entities for whose acts or omissions Schut van de Ven Notariskantoor B.V. might be held liable.

Article 3.
1. All instructions are accepted and carried out by Schut van de Ven Notariskantoor B.V. only, pursuant to a contract for professional services (“overeenkomst tot opdracht”). This applies even if it is the client’s express or implied intention that an instruction be carried out by a specific person. The applicability of Article 7:404 Dutch Civil Code, which relates to the situation referred to in the preceding sentence, and of Article 7:407(2) Dutch Civil Code, which imposes joint and several liability where an instruction is given to two or more persons, is hereby expressly excluded. 2. In acting upon an instruction, Schut van de Ven Notariskantoor B.V. may call upon the assistance, under its responsibility, of the “partners” (as referred to above) and the employees of Schut van de Ven Notariskantoor B.V. and, where appropriate, may engage the services of third parties. 3. Schut van de Ven Notariskantoor B.V. shall exercise due care in carrying out an instruction, performing all activities, and selecting and engaging the services of third parties.

Article 4.
1. If the carrying out of an instruction by Schut van de Ven Notariskantoor B.V. gives rise to liability, this liability shall, subject to Article 4 paragraph 3, in all circumstances be limited to the amount which is paid out under Schut van de Ven Notariskantoor B.V.’s insurance policy in the matter concerned, plus the amount of the deductible which must be borne by Schut van de Ven Notariskantoor B.V. pursuant to the applicable insurance policy in the matter concerned. 2. If, for whatever reason, the insurer makes no payment under the insurance policy referred to in paragraph 1, any liability shall be limited to a sum equal to three times the amount invoiced by Schut van de Ven Notariskantoor B.V. in the matter concerned in the relevant year, subject to a maximum of EUR 10,000. 3. Schut van de Ven Notariskantoor B.V. is authorised to accept, for and on behalf of the client, any limitation of liability by any third party referred to in Article 3 paragraph 2. Any liability of Schut van de Ven Notariskantoor B.V. for a third party’s failure to perform his/its obligations is limited to the amount that the client could have recovered from that third party in a direct action against that third party.

Article 5.
Any claims asserted by the client shall lapse if they have not been submitted to Schut van de Ven Notariskantoor B.V. in writing and accompanied by reasons, within three months of the date on which the client became aware, or could reasonably have become aware, of the facts on which its claim is based.

Article 6.
1. The client shall indemnify Schut van de Ven Notariskantoor B.V. vis-à-vis any claims asserted by third parties, and shall compensate Schut van de Ven Notariskantoor B.V. for any reasonable costs incurred in order to defend itself against such claims. 2. The client shall compensate Schut van de Ven Notariskantoor B.V. for all such amounts which Schut van de Ven Notariskantoor B.V. has wrongfully paid to him as a consequence of a mistake in the invoice, either as a consequence of a typo and/or miscalculation and /or an apparent wrongful interpretation of the agreement which has lead to the payment.

Article 7.
These General Terms and Conditions shall also apply in respect of the present and previous shareholders and their present and previous directors, and all those who performed, have performed, or are performing work for them or for Schut van de Ven Notariskantoor B.V., whether or not subject to a contract of employment.

Article 8.
The legal relationships to which these General Terms and Conditions apply shall be governed by and construed in accordance with the laws of the Netherlands. Disputes shall be submitted to the competent court in Amsterdam.

Article 9.
These General Terms and Conditions have been drawn up in both Dutch and English. In the event of a dispute regarding the content or intent of these General Terms and Conditions, the Dutch version shall be binding. These General Terms and Conditions have been filed at the Court Registries of the Courts of First Instance in Amsterdam and appear on Schut van de Ven Notariskantoor B.V.’s website at www.schutvandeven.nl.