General terms and conditions

Article 1 - Definitions

BW
BW means the Civil Code.

KAN
KAN shall be understood to mean the partnership Kooijman Autar Notaries, registered in the trade register under number 24441978, the partners of which are all private limited liability companies. The shares of said private limited companies are all held directly or indirectly by civil-law notaries and/or junior civil-law notaries. A list of KAN's partners, or at least of the persons who hold directly or indirectly the shares in the capital of said private limited companies -which persons are also referred to as "Partners" in accordance with international usage- will be sent on request.

Client
By Client is meant the natural or legal person who (also) gives the Order for services, as well as his possible counterparty(s) in a certain transaction.

Assignment
Assignment means the agreement within the meaning of Article 7:400 of the Dutch Civil Code under which KAN undertakes towards the Client to provide certain services, as described below in Article 2.

WWFT
Money Laundering and Terrorist Financing (Prevention) Act.

Article 2 - Assignment

1. Assignments are exclusively accepted by KAN and are not deemed to have been given to any person connected to KAN. This also applies if it is the explicit or tacit intention of the Client that the Assignment will be carried out by a certain person. The applicability of Sections 7:404, 7:407 and 7:409 of the Dutch Civil Code is hereby expressly excluded. By "related person" is meant: the employees, advisors, Partners and partners of KAN.
2. Unless it has been agreed with the Client that the Engagement will be carried out by a specific person, KAN is free to determine which of the persons working at KAN (Partner or employee) will be engaged in the execution of the Engagement.
3. The Engagement Agreement is entered into for an indefinite period of time, unless the content, nature or purport of the Engagement dictates otherwise.
4. The Engagement leads for KAN to an obligation of effort and not to an obligation to achieve the result desired by the Client.
5. In case of the death of the Principal, his rights and obligations are transferred to his successors by universal title.
6. An assignment is also considered accepted if no order confirmation has been received from the Client if the assignment has been confirmed by KAN to the Client, if the Client receives a draft deed made on behalf of KAN or a personal advice given uncontested or if KAN receives a purchase agreement in which it is stipulated that the notary belonging to KAN will execute the deed of delivery.
7. The execution of the Engagement is exclusively for the benefit of the Client. Third parties cannot derive any rights from it.

Article 3 - Scope of Application

1. These General Terms and Conditions apply, to the exclusion of any other general terms and conditions, to all offers made by KAN, accepted assignments, any follow-up assignments whether or not related to the earlier assignment, and all other activities of KAN, as well as to all other legal relations between KAN and third parties.
2. The stipulations and conditions included in these General Terms and Conditions have also been made and stipulated for and on behalf of the legal successor(s) of KAN, the Partners, the partners of KAN, the directors of those partners and all persons who are or have been employed by or for KAN, either as partner, employee, consultant, third party contractor or in any other capacity.
3. These general terms and conditions apply to all activities referred to in paragraph 1 of this article to which the Order has been issued after the date of filing as mentioned at the end of these general terms and conditions. General terms and conditions of KAN that were previously in force can no longer be invoked for work meant in the previous sentence.

Article 4 - Engagement of third parties

1. KAN is entitled to involve third parties in the execution of the Order. The choice of third parties to be called in by KAN will, where possible and reasonable, be made in consultation with the Client and with due care. KAN is not liable for shortcomings of these third parties, barring intent or gross fault of KAN.
2. If these third parties wish to limit their liability in connection with the execution of an Assignment from the Client, KAN assumes and, if necessary, hereby confirms that all Assignments given to it by the Client include the authority to accept such a limitation of liability on behalf of the Client.

Article 5 - Fees and additional work

1. The Client owes KAN a fee calculated on the basis of the number of hours spent multiplied by the applicable hourly rates as fixed by KAN from time to time. With regard to work, an advance may be asked before work is started. Furthermore, KAN is entitled to submit interim invoices.
2. 2. In deviation from the stipulations in the previous paragraph, the following applies:
   1. a. If a usual fixed office rate applies, this rate is due by Client.
   2. b. If a modular rate applies, the Client shall owe the rate applicable to the relevant applicable modules.
   3. c. If quotations have been issued for work, this rate is owed by the Client. Notwithstanding the provisions above in this paragraph, KAN is always entitled to charge for extra work that was not known at the time the Order was given, based on hours incurred. This is also possible if delays occur in the delivery of documents and data by Client or third parties. Where appropriate, KAN will report this to Client in good time. If, in KAN's exclusive opinion, this extra work is caused by - or has been caused by - one party, KAN is entitled to invoice that party for this extra work, without prejudice to the other party's liability towards KAN.
3. a. In addition to the fee, the Client owes KAN the disbursements that KAN pays on behalf of the Client.
   b. Costs charged by third parties in connection with a legal act (such as land registry costs, fees, court registry fees and the like) will always be charged to the Client according to the actual amount due. Changes in these amounts during the execution of the Engagement shall be passed on one on one. c. Changes in the percentage of turnover tax due shall be passed on at all times. 4. In case the work of KAN is based on a purchase agreement, KAN will charge the fee in accordance with what has been determined in the purchase agreement about the division of costs between the parties and in the absence of such a provision in the purchase agreement with the buyer. 5. All amounts due will be increased by the turnover tax due on them at the applicable rate.
4. In case the work of KAN is based on a purchase agreement, KAN will charge the fee in accordance with what has been determined in the purchase agreement about the division of the costs between the parties and in the absence of such a provision in the purchase agreement to the buyer.
5. All amounts due shall be increased by the turnover tax due thereon at the applicable rate.
6. If an advance payment is involved, it shall be set off against the last invoice under the Assignment.
7. The correctness of bills and invoices can only be disputed if this is done within thirty days of the
8. invoice date. 8. KAN is furthermore entitled - in deviation from or in addition to what is stated in paragraph 1 of this article - in all cases of:
   1. service on it of writ(s) and/or correspondence originating from - or on behalf of a party in a notarial deed executed by a civil law notary connected to KAN, where the relevant writ(s)/correspondence is/are issued/sent to another party in that deed and where these are issued at - or sent to - the residence chosen by the opposing party with KAN, to charge costs for this to the person(s) in whose Order the writ is issued or in whose Order the correspondence is served;
   2. service on him of writ(s) and/or correspondence originating from or on behalf of a third party who is not a party to a deed as referred to under a whereby the relevant writ(s)/correspondence is/are served on a party to a notarial deed executed by a civil law notary associated with KAN, to charge costs for this to the person(s) on whom the writ is served, or to whom the correspondence is or is being served;
   3. requests for the issue of a copy and/or copy of a deed or duplicate of documents held by KAN, expressly including invoices and bills of costs, charge costs to the applicant;
   4. requests for information about personal data or the removal thereof as far as any regulation applicable to KAN does not oppose it, charge costs to the applicant.
9. The costs as meant in the previous paragraph are set at the office rates as determined by KAN from time to time.
10. Work carried out without eventually leading to a notarial deed also falls under the Engagement. KAN is entitled to invoice the Client for those activities as well as after withdrawal of an Order on the basis of the provisions in this Article.

Article 6 - Liability of the Client

1. In case an Assignment is issued by more than one person, each of them is jointly and severally liable for the amounts owed to KAN by virtue of the Assignment. In case an Order is issued by a natural person on behalf of a legal person, if this natural person can be considered the (co-) policy maker of this legal person, or if the legal person in question is unauthorisedly represented, this natural person is also Principal in private. In case of non-payment by the legal person, he is therefore personally liable for payment of the bill or invoice, irrespective of whether the bill or invoice, whether or not at the request of the Client, is made out in the name of a legal person or in the name of the Client as a natural person. KAN is entitled to withhold the amount to be invoiced from a deposit (whether or not by virtue of a bank guarantee) or deposit amount that has been deposited on its quality account.
2. In the event of the Principal's death, his rights and obligations shall pass to his successors by universal title.

Article 7 - Obligations of the Client

1. The Client indemnifies KAN and persons connected to it against claims by third parties, who claim to have suffered damages because of or related to work carried out by KAN for the benefit of the Client, as well as against the costs incurred by KAN in connection with mounting a defence against such claims.
2. Payment of KAN's invoices is due, without suspension or settlement, within 14 days after invoice date unless another payment term has been agreed. Failing payment within this term, the Client is in default and the Client is liable for all costs incurred by KAN in connection with collection. Barring immediate written objection by the Client, the civil-law notaries of KAN are entitled to set off the distributable share in the balance on the quality account, as referred to in Article 25 of the Notary Act, to which the Client is entitled, against or apply (or have applied) to payment of what the Client owes KAN. All (extra)judicial costs related to the collection of invoices - with a minimum of fifteen percent (15%) on the amount to be collected - shall be borne by the Client. Judicial costs are not limited to the litigation costs to be liquidated but will be entirely at the expense of the Client, including the time spent by KAN on the basis of the hourly rate customary at the office for the officer in question, insofar as the Client is (predominantly) ruled against. If the Client is a natural person not acting in the exercise of a profession or business, these extrajudicial costs will, contrary to the provisions in the preceding sentence, be calculated in accordance with the graduated scale from the Extrajudicial Collection Costs Decree.
3. Furthermore, from the moment he is in default, Client owes interest on all that KAN has to claim from him with regard to the claim in respect of which he is in default. The interest amounts to one percent per month, whereby a part of a month counts as a full month. Contrary to the aforementioned, the contractual interest rate shall be equal to the statutory interest rate if the Client is a natural person not acting in the exercise of a profession or business and, after the default has occurred, the Client shall only owe extrajudicial costs after a demand for payment has been made, stating the consequences of the failure to pay and payment has subsequently failed to occur within 14 days after a demand for payment has been made.

Article 8 - Payment and management of funds

1. A claim against KAN on account of the disbursement of funds pursuant to a legal act recorded in a deed cannot be assigned or pledged. KAN reserves the right, on the basis of notarial rules of professional conduct, to pay out money in transactions only to the person who is a party to the deed and can claim the disbursement on the basis of the legal act recorded in the deed, and not to make any other payments on behalf and/or for the benefit of that party or a third party.
2. Over the period that KAN receives interest on monies entrusted to it, the party for whose benefit these monies are kept will be paid an interest rate to be determined by KAN from time to time, based on the interest received by KAN, less the costs of management and administration. No interest is paid if the funds are in KAN's custody for less than one week. The interest charged/to be charged by the bank on funds in KAN's custody will be (re)charged by KAN on a fixed basis, regardless of how long the funds are in KAN's custody, unless agreed otherwise.
3. The monies referred to in the previous paragraph explicitly include monies deposited with KAN for which the civil-law notary or his deputy has determined that there is no or no complete agreement between the parties about the payment, or otherwise it concerns monies which should be deposited with KAN pursuant to the regulations applicable to the notarial practice.
4. KAN may only proceed with payment to a party if - it receives a written and, if applicable, identical order from the party/parties concerned to this end; or - following a court decision that has become final or has been declared provisionally enforceable.
5. Those who are party to a notarial deposit, as referred to above in this article, have a conditional claim against KAN in connection with the above, and this under the suspensive condition that and to the extent to which the party/parties concerned is/are eventually considered entitled to that (part of the) amount of money.
6. The provisions of this Article shall apply to the extent not provided for in the deed of deposit or in the absence of a deed of deposit.

Article 9 - Activities - WWFT

1. The activities will be carried out by KAN taking into account the legal and other regulations applicable to notaries.
2. KAN's services are subject to, inter alia, the WWFT. In that context, KAN is obliged inter alia: - in connection with the provision of services to Client, to conduct a client investigation, which investigation includes the determination and verification of identity; - to report to the Unusual Transactions Disclosure Office (Meldpunt Ongebruikelijke Transacties) without the knowledge of the parties involved in the engagement, if an unusual situation or transaction occurs.
3. KAN will never be liable for damage a Client has suffered, is suffering or will suffer as a result of an erroneous report under the WWFT, unless there is intent or gross negligence on the part of KAN.
4. By issuing the Order, the Client confirms to be familiar with the aforementioned obligations arising from the WWFT and, insofar as necessary, grants KAN permission to perform the necessary acts.

Article 10 - Complaints

1. In case the Client has complaints towards KAN, he will first express these complaints to KAN. If in the opinion of the Client there is no or no satisfactory response, the Client has the option to turn to: - the Royal Notarial Association; or - the Notarial Disputes Committee or, as the case may be, the Notarial Disputes Committee for Business; or - the relevant Notarial Chamber.
2. The party of the Client and KAN who is ruled against by the body in question is obliged to reimburse the damages suffered by the party ruled against, as far as the time spent by him and/or his counsel on the entire complaint handling process is concerned, including all his activities and this at his usual hourly rate or - in the absence of such a rate - at a reasonable compensation.

Article 11 - Liability of KAN

1. Should one or more mistakes have been made in the work carried out in execution of the Order given to KAN, the total compensation to be paid to the Client(s) and third parties in connection with that work is limited to the amount for which the liability insurance gives KAN a claim to payment, as the case may be, increased by the amount of the deductible which according to the insurance terms is not for the account of the insurer(s). If, for whatever reason, no payment is made to Client under the professional liability insurance, the joint liability of KAN and of the Partners, the partners of KAN, the directors of those partners and all persons who are or were employed by or for KAN, whether as partner, employee, consultant, third-party-contractor or in any other capacity, shall be limited to a total amount of ten thousand Euros (€ 10.000.00) or, if the fee excluding VAT paid for the execution of the assignment to which the claim relates exceeds ten thousand euro (€ 10,000.00) excluding VAT, to an amount equal to this paid fee with a maximum of one hundred thousand euro (€ 100,000.00) excluding VAT.
2. KAN excludes liability for indirect damage, consequential damage and/or trading loss.
3. The limitation of liability as described in the previous paragraphs of this Article also applies in case KAN is liable for mistakes of third parties it has called in or for the improper functioning of equipment, software, data files, registers or other items it has used in the execution of the Order, none excepted.
4. The limitation of liability as described in paragraphs 1 and 2 of this Article also applies if KAN has wrongfully refused its service and damage has resulted from this.
5. KAN is not liable if a bank where KAN holds a quality account fails to fulfil its obligations towards KAN and/or KAN's Clients.
6. Claims for payment of damages expire one year after the day the Client became aware of the damage and KAN's possible liability for that damage and in any case within one year after the date of the last invoice for the Assignment concerned.
7. The limitation of liability as referred to in this article also applies if a message sent by digital means is not transmitted and/or received correctly or fully or in time.
8. A possible claim for damages cannot be made against the Partners, the partners of KAN, the directors of those partners and all persons who are or were employed by or for KAN, either as partner, employee, consultant, third-party contractor or in any other capacity or with whom a partnership has been entered into.

Article 12 - Data

1. KAN registers and keeps personal data of the Client. By giving the assignment to KAN, the Client thereby explicitly consents to the processing of personal data of the Client. KAN handles these personal data in accordance with KAN's privacy statement.
2. All personal data KAN receives from the Client or collects itself during the execution of the Engagement is subject to an obligation of confidentiality towards third parties. KAN will not use this information for any other purpose than that for which it has obtained it, unless it is in such a form that it cannot be traced back to those involved. This duty of confidentiality does not apply
   1. insofar as the Client has given explicit permission to provide the information to third parties;
   2. if providing the information to third parties is logically necessary for the performance of the Engagement;
   3. if there is a legal obligation to provide the information to a third party; or
   4. if personal data are provided to third parties in their capacity as sub-processors.
3. The Client grants KAN the right to communicate messages to it and third parties by digital means, being aware that the confidentiality of information sent in this way is not or cannot be fully guaranteed. Article 13 - Various subjects 1. In case of discrepancy between these General Terms and Conditions and the Order Confirmation in which these General Terms and Conditions have been declared applicable, the provisions in the Order Confirmation shall prevail. 2. Together with the Assignment Confirmation, these Terms and Conditions, including any follow-up assignment or amended or additional assignment, constitute the entire agreement between KAN and the Client. Any previous agreements, arrangements, understandings or statements will herewith lapse. 3. Modifications of these terms or the Assignment Confirmation are only possible and effective as far as all parties have agreed in writing or electronically.
4. KAN is entitled to amend these general terms and conditions. Contrary to what is stated in the previous paragraph, the amended terms and conditions are deemed to have been accepted if the Client has not objected to the amended terms and conditions within 14 days after the amended terms and conditions have been sent to him or have become known to him.
5. These general terms and conditions have been drawn up in the Dutch language and in various other languages; the Dutch text shall be binding in the event of any difference in content or purport.

Article 14 - Applicable law and choice of forum

1. Dutch law applies to all agreements between Client and KAN.
2. Barring what has been determined in Article 10, disputes will exclusively be settled by the competent court in the district where KAN is established. Nevertheless, KAN is entitled to submit disputes to the competent court of the domicile of the Client.