Article 1 Applicability

These General Terms and Conditions shall apply to all orders to VIOTTA Advocaten B.V. (further referred to as ‘VIOTTA’). Under exclusion of Articles 404 (which relates to the situation where it is the client’s intention that an instruction be carried out by a specific person) and 407(2) (which imposes a joint and several liability where an instruction is given to two or more persons) of Book 7 of the Dutch Civil Code, all work shall be deemed to have been accepted and performed exclusively by VIOTTA.This shall also apply if the assignment shall have explicitly or implicitly been made with a view to the performance of tasks by a particular person. The applicability of other general terms and conditions, such as those of the client, is explicitly excluded Should of any differences occur between the English text and the Dutch text of these general conditions, the Dutch text shall prevail.

Article 2 Standard of care

When carrying out the work to be carried out in connection with an order given, VIOTTA shall, insofar as reasonably possible, exercise due care. All agreements shall relate to obligations to perform to the best of one’s ability and never to obligations to guarantee certain results.

Article 3 Employing third parties

VIOTTA shall be entitled to employ third parties when carrying out its orders, if and insofar as it considers this necessary. To the extent possible, VIOTTA shall consult the client before engaging any third parties, and shall in any event exercise the necessary due care in its selection of third parties. The client hereby authorizes VIOTTA to accept any limitations of liability of third parties on its behalf. VIOTTA accepts no liability for any failures on the part of those third parties. If, in the absence of this provision, in the event of a failure on the part of that third party, VIOTTA should have a claim against that third party, this provision shall be regarded as not written and the liability of VIOTTA vis-à-vis its client shall be limited to assigning the debt that it is owed, or asserts that it is owed, by that third party, without VIOTTA guaranteeing that this debt may be collected successfully by its client.

Article 4 Electronic communication

When communication takes place between the client and VIOTTA through the use of electronic techniques both Parties must ensure the security of such communication by using standard, current virus protection. When this condition is satisfied, neither Party shall be liable vis-à-vis the other Party for damage or loss in connection with viruses passed on, including damage or loss in connection with damage arising from those viruses to data files to be transmitted, damage to files or data on the other Party’s computer systems or the costs of remedying or repairing such damage. Messages shall be sent unencrypted unless expressly agreed otherwise. When the client is of the opinion that it has sent important messages to VIOTTA, it must verify that those messages have reached the addressee at VIOTTA in time and intact.

Article 5 Confidential data

VIOTTA shall treat as confidential, information from the client which should reasonably be presumed to be confidential. When third parties are employed by VIOTTA during the performance of the order, VIOTTA shall be permitted to communicate that information to those third parties, unless the client has stated beforehand that its prior permission is required. In accordance with specific legal obligations, VIOTTA may be obliged to supply information about the client or its transactions to third parties, without VIOTTA being permitted to report this to the client. The client shall not oppose, prevent or hinder fulfilment of those legal obligations by VIOTTA.

Article 6 Rates and invoicing

Invoicing for the work carried out shall take place monthly in accordance with the hourly rate applicable at VIOTTA for the persons concerned at the time that the work is carried out. This hourly rate may be adjusted by VIOTTA at regular intervals, including for current orders. VIOTTA shall charge costs which have not been included in its rates, such as but not limited to, courier charges, local counsel fees, translation charges, court fees, travel expenses and external examination costs to the client separately. The term of payment shall be 14 days after the invoice date. Payment must be made in the manner stated in the invoice. If payment is not made, the client shall be in default by operation of law and shall owe overdue payment interest equal to the statutory interest. Prior to or in order to continue its provision of services, VIOTTA shall at all times be entitled to demand from the client one or more advance payments. In payment hereof is not made, VIOTTA shall be authorized, after prior notification, not to commence, to suspend, or to cease its work. Unless explicitly agreed upon otherwise, the advance payment shall be set off against the final invoice in the applicable file. Also, VIOTTA is entitled to set off the advance payment against any other invoice not paid in that file or in any other file of the client.

Article 7 Limitation of liability and indemnification

Any liability on the part of VIOTTA arising from, or connected to the agreed work shall be limited to the amount paid out in that matter by VIOTTA’s insurer, plus VIOTTA’s excess coverage under that insurance policy. If, in any case, the insurer does not pay out, then the total liability shall be limited to the amount that was paid by the client to VIOTTA for the work in connection to which the damage or loss arose. Every claim for compensation against natural persons, employees, directors or companies who are employed by VIOTTA, or with which VIOTTA has concluded agreements in connection with its business operations, and which parties may be held responsible or partly responsible for the damage or loss arising, is ruled out. The aforementioned natural or legal persons may – by way of a third party clause – rely upon these Terms and Conditions, and therefore upon this Article 7, with respect to the client. The client shall indemnify VIOTTA– and the aforementioned natural and legal persons – against third-party claims arising from, or connected to, a failure or wrongful act on the part of VIOTTA – or those persons – within the context of the work carried out or to be carried out. Without prejudice to the provisions in Article 1, these general conditions do not only apply to VIOTTA, but also to any and all persons involved in carrying out the assignment and/or all persons who may be subject to any liability in connection with the assignment.

Article 8 Termination

Either Party shall be entitled to terminate the Agreement by giving notice, with immediate effect if so desired. When giving notice to terminate, the client must at least pay for the services which have been carried out up to the point of termination.

Article 9 Governing law

The legal relationship with and the services rendered by VIOTTA shall be exclusively governed by Dutch law.

Article 10 Complaints- and disputes scheme

The Klachten- en Geschillenregeling Advocatuur (the Complaints- and Disputes Scheme for Attorneys-at-law) applies to all assignments made to VIOTTA that fall within the scope of this scheme. Information about the Complaints- and Dispute Scheme can be obtained at www.voittalaw.com.

Article 11 Competent court and limitation of claims

In case a dispute falls beyond the scope of The Complaints- and Disputes Scheme for Attorneys-at-law, the dispute shall be subject to the exclusive jurisdiction of the competent Court in Amsterdam. However, if VIOTTA will act as claimant, VOITTA will also be authorized to bring the matter before any court competent to hear the claim against the client. All claims that may be made by the client shall lapse 12 months after the work to which the claims relate has been carried out, unless any rights held by the client in accordance with the law have already lapsed previously.