General terms and conditions KAN

Article 1 - Definitions

BW

BW means the Civil Code.

KAN
KAN means 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 notaries and/or candidate notaries.

A list of KAN's partners, or at least of the persons who directly or indirectly hold 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 upon request.

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

Assignment.
Under Assignment is understood the agreement in the sense of article 7:400 Civil Code in which KAN commits itself towards the Client to perform 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 executed 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 "connected person" is understood: the employees, consultants, Partners and partners of KAN.

2. Unless it has been agreed with the Client that the Engagement will be executed by a specific person, KAN is free to determine which of the persons working at KAN (Partner or employee) will be involved 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 to an obligation of effort for KAN and not to an obligation to achieve the result desired by the Client.

5. In case of death of the Client, 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 when the Assignment has been confirmed by KAN to the Client, when the Client receives a draft deed made on behalf of KAN or a personal advice given uncontested or when KAN receives a purchase agreement in which it has been determined that the notary belonging to KAN will execute the deed of delivery.

7. The execution of the Order 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 quotations made by KAN, accepted assignments, any follow-up assignments whether or not related to the earlier Assignment, and all other work done by KAN, as well as to all other legal relationships between KAN and third parties.

2. The terms and conditions, included in these General Terms and Conditions, are also 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 were 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 for which the Order has been granted after the date of filing as mentioned at the end of these general terms and conditions. General conditions of KAN that were in force before 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 negligence 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 - Rates 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 determined by KAN from time to time. With regard to work, an advance may be asked before work is started. Furthermore, KAN is entitled to invoice on an interim basis.

2. Contrary to what has been determined in the previous paragraph, the following applies:

a. If a usual fixed office rate applies, this rate is due by Client.

b. If a modular rate applies, the Client shall owe the rate applicable to the relevant applicable modules.

c. If quotations have been issued for work, this rate is owed by the Client.

KAN is, contrary to what has been determined above in this paragraph, always entitled to invoice on the basis of hours incurred for extra work that was not known at the time the Order was given. 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 a timely manner. 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, Client owes KAN the disbursements KAN pays on behalf of Client.

b. Costs charged by third parties in connection with a legal act (such as land registry costs, legal 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 charged on a one-to-one basis.

c. Changes in the percentage of sales 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 the 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 sales tax due thereon at the applicable rate.

6. If there is an advance, 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 invoice date.

8. KAN is further entitled - in deviation from or in addition to what has been stated in paragraph 1 of this article - in all cases of:

a. 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 at KAN, to charge costs for this to the person(s) on whose behalf the writ is issued or on whose behalf the correspondence is served;

b. service on her of the writ(s) and/or correspondence originating from or on behalf of a third party who is not a party to a deed referred to under a whereby the writ(s)/correspondence in question is/are served on a party to a notarial deed executed by a notary associated with KAN, to charge costs for this to the person(s) to whom the writ is issued or to whom the correspondence is addressed or served;

c. requests for issuance of a copy and/or copy of a deed or duplicate of documents held by KAN, expressly including invoices and declarations, charge costs to the applicant;

d. 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 performed without eventually leading to a notarial deed is also covered by the Order. KAN is entitled to invoice the Client for such work as well as after withdrawal of the Order on the basis of the provisions in this Article.

Article 6 - Liability of the Client

1. In case an Assignment is given 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 unauthorizedly represented, this natural person is also Principal in private. In case of non-payment by the legal person, he is therefore personally liable for the payment of the bill or invoice, regardless 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 deduct the amount to be invoiced from a deposit to be paid (whether or not by virtue of a bank guarantee) or deposit amount 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 Principal

1. The Client indemnifies KAN and persons connected to it against claims by third parties, who claim to have suffered damages because of or in connection with work done by KAN for the benefit of the Client as well as against the costs of KAN in connection with defending such claims.

2. Payment of KAN's invoices, without suspension or settlement, must take place within 14 days after invoice date unless another term of payment has been agreed upon. 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 notaries of KAN are entitled to set off the distributable share of 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 Client is a natural person not acting in the exercise of a profession or business, these extrajudicial costs will be calculated in accordance with the graduated scale from the Extrajudicial Collection Costs Decree, in deviation from the provision in the previous sentence.

3. Furthermore, from the moment he is in default, Client owes interest on all that KAN has to claim from him regarding the claim he is in default on. The interest amounts to one percent per month, whereby a part of a month counts as a full month. Notwithstanding the foregoing, the contractual interest rate shall be equivalent to the statutory interest rate if the Client is a natural person not acting in the exercise of a profession or business, and the Client shall only owe extrajudicial costs after a demand for payment has been made, specifying the consequences of non-payment, and payment has not been made within 14 days of a demand for payment.

Article 8 - Disbursement and management of funds

1. A claim against KAN on account of the disbursement of funds under a legal act recorded in a deed cannot be assigned or pledged. KAN reserves the right on the basis of notarial rules of profession and 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 other payments on behalf and/or for the benefit of that party or a third party.

2. Over monies that have been entrusted to KAN, over the period that interest is received by the office, the person for whose benefit these monies are kept, will be paid an interest rate determined by KAN from time to time, which is based on the interest received by KAN, such under deduction of 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 of which the civil-law notary or his deputy has determined that there is no or no full agreement between the parties about the disbursement, or it otherwise concerns monies which should be deposited with KAN according to the regulations applicable to the civil-law notary.

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; or

- following a court order that has become final or declared provisionally enforceable.

5. Those who are party to a notarial deposit, as referred to in this article above, have a conditional claim against KAN in connection with the above, under the suspensive condition that and to the extent that the party/parties concerned are finally 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 performed by KAN in compliance with the legal and other regulations applicable to notaries.

2. The WWFT is inter alia applicable to the services provided by KAN. In that context, KAN is inter alia obliged to:

- 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 Financial Intelligence Unit - Netherlands, 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 that a Client has suffered, is suffering, or will suffer as a result of a wrongful disclosure 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 resulting from the WWFT and, as far as necessary, grants permission to KAN for the execution of the required acts.

Article 10 - Complaints

1. In case the Client has complaints against KAN, he will first bring forward 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 Disputes Committee for the Notarial Profession or the Disputes Committee for the Notarial Profession Business; or

- the relevant Notarial Practice Chamber.

2. The party of the Client and KAN who is ruled against by the body in question is obliged to compensate 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, which includes 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. In case one or more mistakes have been made in the work done to execute the Order given to KAN, the total compensation to be paid to the Client(s) and third parties with regard to 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 that is not for the account of the insurer(s) according to the insurance terms. 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 is limited to a total amount of ten thousand Euros (€ 10.000.00) or, if the fee paid for the execution of the Engagement to which the claim relates exceeds ten thousand Euros (€ 10,000.00) excluding VAT, to an amount equal to this paid fee with a maximum of one hundred thousand Euros (€ 100,000.00) excluding VAT.

2. KAN excludes liability for indirect damage, consequential damage and/or trading loss.

3. The limitation of liability described in the previous paragraphs of this Article also applies in case KAN is liable for mistakes made by third parties it has called in or for the improper functioning of equipment, software, data files, registers or other things it has used in the execution of the Order, none excepted.

4. The limitation of liability as described in subsections 1 and 2 of this Article also applies if KAN has wrongfully refused her service and damage has resulted from this.

5. KAN is not liable if a bank where KAN holds a quality account fails to meet its obligations towards KAN and/or the Clients of KAN.

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 correctly or fully transmitted and/or received in time.

9. A possible claim for damages cannot be made against the Partners, the partners of KAN, the directors of those partners and all persons who work or have worked at 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 - Dates

1. KAN records and stores personal data of the Client. By giving KAN the Assignment, 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 that 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 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:

a. insofar as the Client has given express permission to provide the information to third parties;

b. if providing the information to third parties is logically necessary for the performance of the Engagement;

c. if there is a legal obligation to provide the information to a third party; or

d. 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 - Miscellaneous issues

1. In case of discrepancy between these General Conditions and the Order Confirmation in which these General Conditions have been declared applicable, the provisions in the Order Confirmation will prevail.

2. Together with the Assignment Confirmation, these Terms and Conditions, including any follow-up assignment or amended or supplementary Assignment form the complete agreement between KAN and the Client. Any previous agreements, arrangements, understandings or statements will herewith lapse.

3. Changes to these terms or the Assignment Confirmation are only possible and effective as far as all parties have agreed to them 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 considered to be 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. All agreements between Client and KAN are governed by Dutch law.

2. Barring what has been determined in Article 10, disputes will exclusively be settled by the competent court in the district where KAN is located. Nevertheless, KAN is entitled to submit disputes to the competent judge of the domicile of the Client.