General Terms

    GENERAL TERMS AND CONDITIONS HOUTHOFF BURUMA COÖPERATIEF U.A.

    January 2015

    1.    Houthoff Buruma Coöperatief U.A. is a cooperative with excluded liability (coöperatie met uitgesloten aansprakelijkheid), established under Dutch law for the purpose of carrying on a law practice, a notarial practice, and a tax advisory practice. In these General Terms and Conditions, “Houthoff Buruma” means Houthoff Buruma Coöperatief U.A. The term “persons affiliated with Houthoff Buruma” is taken to mean the persons that act, or have acted, for or on behalf of Houthoff Buruma and/or one of its group companies, whether or not in the employ or service of Houthoff Buruma.

    2.    These General Terms and Conditions are applicable to any engagements awarded to Houthoff Buruma and to any legal relationship that arises as a result thereof or in connection therewith. These General Terms and Conditions are also stipulated for persons affiliated with Houthoff Buruma, any third party who, whether or not in the employ of Houthoff Buruma, is involved by Houthoff Buruma in the performance of any engagement or who is or may be liable in connection therewith, as well as all respective legal successors by operation of law (onder algemene titel). The applicability of any general terms and conditions of the client are specifically excluded.

    3.    Contrary to the provisions of Sections 7:404 and 7:407(2) of the Dutch Civil Code (BW), an engagement will be deemed to have been accepted and performed exclusively by Houthoff Buruma, even where the express or implied intention is for such engagement to be performed by a specific person affiliated with Houthoff Buruma. Contrary to the provisions of Section 7:409 of the Dutch Civil Code, the persons affiliated with Houthoff Buruma are not personally obliged or liable to perform such engagement, and the death of any of them does not terminate the engagement, even if the engagement is awarded with the intention of it being performed by a specific person.

    4.    Under the current regulations, Houthoff Buruma is obliged, when accepting an engagement, to establish the identity of the client, to verify whether there is no reasonable evidence that the purpose of the engagement is to prepare, support, or conceal illegal activities, and to report unusual transactions that have been, or are intended to be, conducted, to the relevant authorities without notifying the client or obtaining its consent. By awarding an engagement to Houthoff Buruma, the client confirms that it is aware of the above obligations and undertakes to provide the relevant identity information, if necessary.

    5.    Engagements are performed exclusively for the benefit of the client awarding the engagement. Unless Houthoff Buruma expressly consents in writing to same, no one other than the client may rely on, or derive any rights in connection with, the result of such engagement or the manner of its performance.

    6.    The client consents to the processing of the personal data provided within the Houthoff Buruma organisation, whether or not in connection with the engagement, to all those within the Houthoff Buruma organisation who may be able to use such information in performing the engagement or managing the relationship with the client. The client also consents to the use of any method of communication customarily used at that time, including in particular the Internet and e-mail.

    7.    Houthoff Buruma is entitled to engage third parties for the performance of the engagement, and is authorised to agree to terms and conditions that govern its relationship with a third party or that are stipulated by a third party. In the relationship with the client, Houthoff Buruma will be entitled to rely on such terms and conditions to the extent that they regard the performance of the engagement by such third party. In no circumstances will a client proceed directly against such third party. The client indemnifies Houthoff Buruma and the persons affiliated with Houthoff Buruma against any third-party claim arising from or related to the performance of the engagement for the client.

    8.    As part of the performance of an engagement, the Houthoff Buruma Third-Party Fund Foundation (Stichting Beheer Derdengelden Houthoff Buruma)affiliated with Houthoff Buruma will be authorised to keep client funds in its custody. The client indemnifies Houthoff Buruma and the persons affiliated with Houthoff Buruma against any claim arising from or related to the possible insolvency of the bank or financial institution with which the client funds have been deposited or their failure to perform their obligations.

    9.    Unless agreed otherwise in writing, the fee will be based on time worked multiplied by the applicable rates, which rates will be adjusted from time to time by Houthoff Buruma and which rates are based on the seniority, expertise, and experience of the persons affiliated with Houthoff Buruma who perform the engagement.

    10.  The expenses paid by Houthoff Buruma for the client will be charged separately to the client. As part of the rates, a percentage of the fees (that percentage being determined by Houthoff Buruma) will be charged to cover general office costs, including postage by regular mail, telephone charges, charges for electronic communications, photocopy expenses, and expenses for the preparation of documents. All amounts to be mentioned exclude value added tax.

    11.  Unless agreed otherwise in writing, a client will be invoiced on a monthly basis for the work carried out. Payment is due within a period of 30 days starting on the date of the invoice. If payment is not made within this period, Houthoff Buruma may, without further notice of default being required, exercise its right to charge the client interest at the statutory rate. An advance payment of the fee may be requested at any time for work that has been or will be carried out. Houthoff Buruma has the right to suspend work if the client fails to pay the invoice or to provide an advance to cover the invoice amount.

    12.  Any liability arising from or related to the performance of any engagement will be limited to the amount that is paid out for that event under the liability insurance cover taken out, plus the amount of Houthoff Buruma’s deductible that applies to this insurance cover. Claims for damages will lapse if proceedings are not instituted in the competent court within one year of the discovery of the relevant harm or loss.

    13.  The legal relationship between Houthoff Buruma and a client, as well as any claim for liability, is governed by the laws of the Netherlands. A Company Complaints Settlement Scheme for the Legal Profession (Kantoorklachtenregeling Advocatuur) applies to the services provided. Any dispute arising out of such legal relationship must be submitted to the competent court in Amsterdam.

    14.  These General Terms and Conditions are available in Dutch and English. In the event of a dispute about the contents or intention of these General Terms and Conditions, only the Dutch version will be binding.

    15.  The following provisions are applicable to the notarial consumer transactions:

    Liability of civil-law notaries

    The liability of civil law notaries will be limited to the amount that is paid out for that event under the liability insurance cover taken out, plus the amount of Houthoff Buruma’s deductible that applies to this insurance cover. The minimum standards for such insurance are set out in the applicable Rules of Professional Conduct and Practice Regulation (Beroeps- en gedragsregels).

    Information about financial consequences

    1. Civil-law notaries provide clients with clear and timely information on the financial consequences of their services.

    2. Civil-law notaries timely notify clients if they intend to invoice more costs than initially agreed.

    3. Civil-law notaries may not charge the costs of their services to another engagement or part of an engagement, or to a person other than the client.

    Dispute settlement procedures

    A Complaints and Dispute Settlement Scheme for the Notarial Profession (Klachten- en Geschillenregeling Notariaat) applies to the services provided by civil-law notaries. It is available (in Dutch) at www.knb.nl and www.degeschillencommissie.nl.

    Applicable law

    The services provided and any liability claims are governed by the laws of the Netherlands. Disputes are resolved exclusively by the courts in the Netherlands or by the Consumer Complaints Board (Geschillencommissie).

    Rules of Professional Conduct and Practice Regulation

    Civil-law notaries must comply with all applicable rules of professional conduct and practice regulation. These rules are explained in the brochure ‘Spelregels voor notaris en consument’ (in Dutch). This brochure can be found at www.knb.nl, the website of the Royal Dutch Association of Civil-law Notaries (KNB) and will be provided on request.

    Houthoff Buruma Coöperatief U.A. has its registered office in Amsterdam and is listed in the Trade Register of the Chamber of Commerce under number 34216182.

    These General Terms and Conditions have been filed with the Clerk of the Amsterdam District Court and can be consulted at www.houthoff.com.

     

    GENERAL TERMS AND CONDITIONS HOUTHOFF BURUMA BELGIE B.V.

    January 2015

    1.   Houthoff Buruma België B.V. is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), established under Dutch law for the purpose of carrying on a law practice, a notarial practice, and a tax advisory practice. In these General Terms and Conditions, “Houthoff Buruma” means Houthoff Buruma België B.V. The term “persons affiliated with Houthoff Buruma” is taken to mean the persons that act, or have acted, for or on behalf of Houthoff Buruma and/or Houthoff Buruma Coöperatief U.A. and/or one of its group companies, whether or not in the employ or service of Houthoff Buruma.

    2.   These General Terms and Conditions are applicable to any engagements awarded to Houthoff Buruma and to any legal relationship that arises as a result thereof or in connection therewith. These General Terms and Conditions are also stipulated for persons affiliated with Houthoff Buruma, any third party who, whether or not in the employ of Houthoff Buruma, is involved by Houthoff Buruma in the performance of any engagement or who is or may be liable in connection therewith, as well as all respective legal successors by operation of law (onder algemene titel). The applicability of any general terms and conditions of the client are specifically excluded.

    3.   Contrary to the provisions of Sections 7:404 and 7:407(2) of the Dutch Civil Code (BW), an engagement will be deemed to have been accepted and performed exclusively by Houthoff Buruma, even where the express or implied intention is for such engagement to be performed by a specific person affiliated with Houthoff Buruma. Contrary to the provisions of Section 7:409 of the Dutch Civil Code, the persons affiliated with Houthoff Buruma are not personally obliged or liable to perform such engagement, and the death of any of them does not terminate the engagement, even if the engagement is awarded with the intention of it being performed by a specific person.

    4.   Under the current regulations, Houthoff Buruma is obliged, when accepting an engagement, to establish the identity of the client, to verify whether there is no reasonable evidence that the purpose of the engagement is to prepare, support, or conceal illegal activities, and to report unusual transactions that have been, or are intended to be, conducted, to the relevant authorities without notifying the client or obtaining its consent. By awarding an engagement to Houthoff Buruma, the client confirms that it is aware of the above obligations and undertakes to provide the relevant identity information, if necessary.

    5.   Engagements are performed exclusively for the benefit of the client awarding the engagement. Unless Houthoff Buruma expressly consents in writing to same, no one other than the client may rely on, or derive any rights in connection with, the result of such engagement or the manner of its performance.

    6.   The client consents to the processing of the personal data provided within the Houthoff Buruma organisation, whether or not in connection with the engagement, to all those within the Houthoff Buruma organisation who may be able to use such information in performing the engagement or managing the relationship with the client. The client also consents to the use of any method of communication customarily used at that time, including in particular the Internet and e-mail.

    7.   Houthoff Buruma is entitled to engage third parties for the performance of the engagement, and is authorised to agree to terms and conditions that govern its relationship with a third party or that are stipulated by a third party. In the relationship with the client, Houthoff Buruma will be entitled to rely on such terms and conditions to the extent that they regard the performance of the engagement by such third party. In no circumstances will a client proceed directly against such third party. The client indemnifies Houthoff Buruma and the persons affiliated with Houthoff Buruma against any third-party claim arising from or related to the performance of the engagement for the client.

    8.   As part of the performance of an engagement, the Houthoff Buruma Third-Party Fund Foundation (Stichting Beheer Derdengelden Houthoff Buruma) affiliated with Houthoff Buruma will be authorised to keep client funds in its custody. The client indemnifies Houthoff Buruma and the persons affiliated with Houthoff Buruma against any claim arising from or related to the possible insolvency of the bank or financial institution with which the client funds have been deposited or their failure to perform their obligations.

    9.   Unless agreed otherwise in writing, the fee will be based on time worked multiplied by the applicable rates, which rates will be adjusted from time to time by Houthoff Buruma and which rates are based on the seniority, expertise, and experience of the persons affiliated with Houthoff Buruma who perform the engagement.

    10. The expenses paid by Houthoff Buruma for the client will be charged separately to the client. As part of the rates, a percentage of the fees (that percentage being determined by Houthoff Buruma) will be charged to cover general office costs, including postage by regular mail, telephone charges, charges for electronic communications, photocopy expenses, and expenses for the preparation of documents. All amounts to be mentioned exclude value added tax.

    11. Unless agreed otherwise in writing, a client will be invoiced on a monthly basis for the work carried out. Payment is due within a period of 30 days starting on the date of the invoice. If payment is not made within this period, Houthoff Buruma may, without further notice of default being required, exercise its right to charge the client interest at the statutory rate. An advance payment of the fee may be requested at any time for work that has been or will be carried out. Houthoff Buruma has the right to suspend work if the client fails to pay the invoice or to provide an advance to cover the invoice amount.

    12. Any liability arising from or related to the performance of any engagement will be limited to the amount that is paid out for that event under the liability insurance cover taken out, plus the amount of Houthoff Buruma’s deductible that applies to this insurance cover. Claims for damages will lapse if proceedings are not instituted in the competent court within one year of the discovery of the relevant harm or loss.

    13. The legal relationship between Houthoff Buruma and a client, as well as any claim for liability, is governed by the laws of the Netherlands. A Company Complaints Settlement Scheme for the Legal Profession [Kantoorklachtenregeling Advocatuur] applies to the services provided. Any dispute arising out of such legal relationship must be submitted to the competent court in Amsterdam.

    14. These General Terms and Conditions are available in Dutch and English. In the event of a dispute about the contents or intention of these General Terms and Conditions, only the Dutch version will be binding.

    15. The following provisions are applicable to the notarial consumer transactions:

    Liability of civil-law notaries

    The liability of civil law notaries will be limited to the amount that is paid out for that event under the liability insurance cover taken out, plus the amount of Houthoff Buruma’s deductible that applies to this insurance cover. The minimum standards for such insurance are set out in the applicable Rules of Professional Conduct and Practice Regulation (Beroeps- en gedragsregels).

    Information about financial consequences

    1. Civil-law notaries provide clients with clear and timely information on the financial consequences of their services.

    2. Civil-law notaries timely notify clients if they intend to invoice more costs than initially agreed.

    3. Civil-law notaries may not charge the costs of their services to another engagement or part of an engagement, or to a person other than the client.

    Dispute settlement procedures

    A Complaints and Dispute Settlement Scheme for the Notarial Profession (Klachten- en Geschillenregeling Notariaat) applies to the services provided by civil-law notaries. It is available (in Dutch) at www.knb.nl and www.degeschillencommissie.nl.

    Applicable law

    The services provided and any liability claims are governed by the laws of the Netherlands. Disputes are resolved exclusively by the courts in the Netherlands or by the Consumer Complaints Board (Geschillencommissie).

    Rules of Professional Conduct and Practice Regulation

    Civil-law notaries must comply with all applicable rules of professional conduct and practice regulation. These rules are explained in the brochure ‘Spelregels voor notaris en consument’ (in Dutch). This brochure can be found at www.knb.nl, the website of the Royal Dutch Association of Civil-law Notaries (KNB) and will be provided on request.

    Houthoff Buruma België B.V. has its registered office in Amsterdam and is listed in the Trade Register of the Chamber of Commerce under number 34111003.

    These General Terms and Conditions have been filed with the Clerk of the Amsterdam District Court and can be consulted at www.houthoff.com.

     

    GENERAL TERMS AND CONDITIONS HOUTHOFF BURUMA LONDON B.V.

    January 2015

    1.   Houthoff Buruma London B.V. is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), established under Dutch law for the purpose of carrying on a law practice, a notarial practice, and a tax advisory practice. In these General Terms and Conditions, “Houthoff Buruma” means Houthoff Buruma London B.V. The term “persons affiliated with Houthoff Buruma” is taken to mean the persons that act, or have acted, for or on behalf of Houthoff Buruma and/or Houthoff Buruma Coöperatief U.A. and/or one of its group companies, whether or not in the employ or service of Houthoff Buruma.

    2.   These General Terms and Conditions are applicable to any engagements awarded to Houthoff Buruma and to any legal relationship that arises as a result thereof or in connection therewith. These General Terms and Conditions are also stipulated for persons affiliated with Houthoff Buruma, any third party who, whether or not in the employ of Houthoff Buruma, is involved by Houthoff Buruma in the performance of any engagement or who is or may be liable in connection therewith, as well as all respective legal successors by operation of law (onder algemene titel). The applicability of any general terms and conditions of the client are specifically excluded.

    3.   Contrary to the provisions of Sections 7:404 and 7:407(2) of the Dutch Civil Code (BW), an engagement will be deemed to have been accepted and performed exclusively by Houthoff Buruma, even where the express or implied intention is for such engagement to be performed by a specific person affiliated with Houthoff Buruma. Contrary to the provisions of Section 7:409 of the Dutch Civil Code, the persons affiliated with Houthoff Buruma are not personally obliged or liable to perform such engagement, and the death of any of them does not terminate the engagement, even if the engagement is awarded with the intention of it being performed by a specific person.

    4.   Under the current regulations, Houthoff Buruma is obliged, when accepting an engagement, to establish the identity of the client, to verify whether there is no reasonable evidence that the purpose of the engagement is to prepare, support, or conceal illegal activities, and to report unusual transactions that have been, or are intended to be, conducted, to the relevant authorities without notifying the client or obtaining its consent. By awarding an engagement to Houthoff Buruma, the client confirms that it is aware of the above obligations and undertakes to provide the relevant identity information, if necessary.

    5.   Engagements are performed exclusively for the benefit of the client awarding the engagement. Unless Houthoff Buruma expressly consents in writing to same, no one other than the client may rely on, or derive any rights in connection with, the result of such engagement or the manner of its performance.

    6.   The client consents to the processing of the personal data provided within the Houthoff Buruma organisation, whether or not in connection with the engagement, to all those within the Houthoff Buruma organisation who may be able to use such information in performing the engagement or managing the relationship with the client. The client also consents to the use of any method of communication customarily used at that time, including in particular the Internet and e-mail.

    7.   Houthoff Buruma is entitled to engage third parties for the performance of the engagement, and is authorised to agree to terms and conditions that govern its relationship with a third party or that are stipulated by a third party. In the relationship with the client, Houthoff Buruma will be entitled to rely on such terms and conditions to the extent that they regard the performance of the engagement by such third party. In no circumstances will a client proceed directly against such third party. The client indemnifies Houthoff Buruma and the persons affiliated with Houthoff Buruma against any third-party claim arising from or related to the performance of the engagement for the client.

    8.   As part of the performance of an engagement, the Houthoff Buruma Third-Party Fund Foundation (Stichting Beheer Derdengelden Houthoff Buruma) affiliated with Houthoff Buruma will be authorised to keep client funds in its custody. The client indemnifies Houthoff Buruma and the persons affiliated with Houthoff Buruma against any claim arising from or related to the possible insolvency of the bank or financial institution with which the client funds have been deposited or their failure to perform their obligations.

    9.   Unless agreed otherwise in writing, the fee will be based on time worked multiplied by the applicable rates, which rates will be adjusted from time to time by Houthoff Buruma and which rates are based on the seniority, expertise, and experience of the persons affiliated with Houthoff Buruma who perform the engagement.

    10. The expenses paid by Houthoff Buruma for the client will be charged separately to the client. As part of the rates, a percentage of the fees (that percentage being determined by Houthoff Buruma) will be charged to cover general office costs, including postage by regular mail, telephone charges, charges for electronic communications, photocopy expenses, and expenses for the preparation of documents. All amounts to be mentioned exclude value added tax.

    11. Unless agreed otherwise in writing, a client will be invoiced on a monthly basis for the work carried out. Payment is due within a period of 30 days starting on the date of the invoice. If payment is not made within this period, Houthoff Buruma may, without further notice of default being required, exercise its right to charge the client interest at the statutory rate. An advance payment of the fee may be requested at any time for work that has been or will be carried out. Houthoff Buruma has the right to suspend work if the client fails to pay the invoice or to provide an advance to cover the invoice amount.

    12. Any liability arising from or related to the performance of any engagement will be limited to the amount that is paid out for that event under the liability insurance cover taken out, plus the amount of Houthoff Buruma’s deductible that applies to this insurance cover. Claims for damages will lapse if proceedings are not instituted in the competent court within one year of the discovery of the relevant harm or loss.

    13. The legal relationship between Houthoff Buruma and a client, as well as any claim for liability, is governed by the laws of the Netherlands. A Company Complaints Settlement Scheme for the Legal Profession (Kantoorklachtenregeling Advocatuur) applies to the services provided. Any dispute arising out of such legal relationship must be submitted to the competent court in Amsterdam.

    14. These General Terms and Conditions are available in Dutch and English. In the event of a dispute about the contents or intention of these General Terms and Conditions, only the Dutch version will be binding.

    15. The following provisions are applicable to the notarial consumer transactions:

    Liability of civil-law notaries

    The liability of civil law notaries will be limited to the amount that is paid out for that event under the liability insurance cover taken out, plus the amount of Houthoff Buruma’s deductible that applies to this insurance cover. The minimum standards for such insurance are set out in the applicable Rules of Professional Conduct and Practice Regulation (Beroeps- en gedragsregels).

    Information about financial consequences

    1. Civil-law notaries provide clients with clear and timely information on the financial consequences of their services.

    2. Civil-law notaries timely notify clients if they intend to invoice more costs than initially agreed.

    3. Civil-law notaries may not charge the costs of their services to another engagement or part of an engagement, or to a person other than the client.

    Dispute settlement procedures

    A Complaints and Dispute Settlement Scheme for the Notarial Profession (Klachten- en Geschillenregeling Notariaat) applies to the services provided by civil-law notaries. It is available (in Dutch) at www.knb.nl and www.degeschillencommissie.nl.

    Applicable law

    T he services provided and any liability claims are governed by the laws of the Netherlands. Disputes are resolved exclusively by the courts in the Netherlands or by the Consumer Complaints Board (Geschillencommissie).

    Rules of Professional Conduct and Practice Regulation

    Civil-law notaries must comply with all applicable rules of professional conduct and practice regulation. These rules are explained in the brochure ‘Spelregels voor notaris en consument’ (in Dutch). This brochure can be found at www.knb.nl, the website of the Royal Dutch Association of Civil-law Notaries (KNB) and will be provided on request.

    Houthoff Buruma London B.V. has its registered office in Amsterdam and is listed in the Trade Register of the Chamber of Commerce under number 34168628.

    These General Terms and Conditions have been filed with the Clerk of the Amsterdam District Court and can be consulted at www.houthoff.com.