General conditions services Bezmalinovic Legal Ways

These conditions form part of all agreements concerning (or connected with) services provided by Bezmalinovic Legal Ways B.V. (“BLW”)

1. Only Dutch law will govern the relationship between BLW and its instructing parties, clients and other parties or persons involved (below jointly: the “Client”). This relationship qualifies as an agreement of mandate (contract for the provision of professional services, “opdracht”), which is exclusively accepted and performed by BLW. The articles 7:404 and 7:407(2) of the Civil Code do not apply. All persons employed by, or acting on behalf of, BLW may invoke these conditions.

2. Any liability of BLW is limited to the amount paid out under its professional liability insurance policy, increased by the amount of the deductible that is not for the account of the professional liability insurer under the policy terms and conditions.

3. The Client will indemnify and hold harmless BLW in respect of all claims and demands from third parties which arise out of, or are connected with, the instructions given to BLW and will reimburse BLW the reasonable costs of a defense against such claims.

4. BLW can accept no liability whatsoever if any services it has provided are used, without its explicit written consent, for any purpose or in any case, howsoever similar, other than that for which these services were intended.

5. Notwithstanding the effect of article 6:89 of the Civil Code, any right against BLW to indemnification or damages shall be forfeited in any case six months after the Client has become aware of any event which may lead to liability of BLW.

6. Assignments which have been given shall only be carried out by BLW for the benefit of the Client who gave the instructions. If two or more persons have given an assignment together, each of them is severally liable for the fulfillment of the obligations arising from the contract of assignment with BLW. Third parties cannot obtain any rights from the contents of the work which has been carried out and, more generally, from the manner in which those assignments which have been given have been or have not been carried out.

7. The costs of carrying out the assignment by BLW shall include professional fees, office costs and disbursements, plus turnover tax. Unless express agreement to the contrary has been made, or this arises from the nature of the assignment, the professional fees shall be determined on the basis of the time which has been spent and the applicable hourly rate for the assignment concerned. This hourly rate shall be determined on the basis of the basic hourly rate, the financial importance and the degree of urgency attached to the assignment. The disbursements consist of costs which are incurred by BLW for the benefit of the Client within the framework of carrying out the assignment. The disbursements shall include, among other things, court fees, bailiff’s costs, costs of extracts and if applicable, traveling costs.

8. Payment of invoices from BLW must be made within 14 days after the invoice date, unless agreed otherwise. In the event of failure to pay within this period, the client is in default and the Client is liable for payment of statutory interest as referred to in Article 6:119a Dutch Civil Code, and for all costs incurred by BLW in connection with the collection costs. Notwithstanding immediate written objections by the client, BLW and its Foundation(s) for Clients’ Funds is entitled to set-off funds received for or from the client against or for payment of that which the client owes BLW. All (extra) judicial costs in connection with the collection of outstanding invoices – with a minimum of 15% over the amount to be collected – are for the account of the client. The judicial costs are not limited to the settling of the costs of the proceedings, but will be wholly borne by the Client if it is (mainly) unsuccessful in such action.

9. BLW is entitled to amend these terms and conditions. The amended terms and conditions shall be deemed to be accepted if the Client has not objected to the amended terms and conditions within 14 days of such amended terms and conditions being sent to it or having become known.

10. These terms and conditions are drawn up in the Dutch language and in various other languages; the Dutch text is binding in the event of any difference in content or scope.

11. The Court of Rotterdam shall have exclusive jurisdiction to decide all disputes between BLW and the Client, but BLW reserves the right to file suit against the Client, in connection with payment of invoices or an indemnity as referred to above, before a Court which would (also) be competent without the above choice of jurisdiction.