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General terms and conditions

GENERAL TERMS AND CONDITIONS 7 LAWS OF PERSUASION

1. General

1.1. Law firm 7 Laws of Persuasion (hereinafter: 7 L.O.P.) is the sole propietorship of W.H. van Aalst LL.M. Its object is the practice of law and it performs all activities on behalf of an assignment agreement with 7 L.O.P. W.H. van Aalst is registered with The Dutch Bar Association (in Dutch: Nederlandse Orde van Advocaten), which is located at Neuhuyskade 94 in (2596 XM) The Hague, the Netherlands. The Dutch Bar Association can be contacted at +31 (0) 70 – 335 35 35 or through info@advocatenorde.nl. Article 7:404 and article 7:407 paragraph 2 of the Dutch Civil Code shall not apply.

1.2. Assignments shall be executed exclusively for the benefit of the client. Third parties can not derive any rights from the assignment nor the activities performed by 7 L.O.P., regardless whether or not the activities were performed in the light of the assignment, even not when they are directly or indirectly to be considered as interested party with respect to the result of the activities. The client is obliged to supply 7 L.O.P. fully and in a timely fashion with all information that could be of importance to a correct execution of the assignment.

2. Applicability

2.1. These general terms and conditions shall apply to all assignments, altered assignments, follow-up assignments and/or subsequent assignments between the client and 7 L.O.P., respectively their legal successors, and also to all tenders submitted by 7 L.O.P. or its legal successor, even without further notice of their application and/or without submitting the general terms and conditions again.

2.2. These general terms and conditions may be relied upon not only by 7 L.O.P., but also by any person or legal entity, including but not limited to its client money account administrator, Foundation for third party funds (in Dutch: Stichting Beheer Derdengelden), and the directors linked to this foundation, that are engaged in the execution of the assignment.

2.3. The applicability of any other general terms and conditions, such as those from the client, is hereby expressly excluded.

3. Execution of the assignment

3.1. 7 L.O.P. is authorised to engage (one or more) third parties, including but not limited to foreign lawyers, tax experts and bailiffs, in the execution of the assignment. Except for the engagement of a bailiff, the third party to be engaged by 7 L.O.P. shall, if possible, be selected in consultation with the client. 7 L.O.P. is not liable for any errors and/or omissions of such third parties. The client authorises 7 L.O.P. to accept on the client’s behalf any limitation of liability imposed by such third parties.

4. Liability

4.1. If during the execution of an assignment by 7 L.O.P. an event should occur which results in a liability towards the client, such liability shall always be limited to the amount covered under 7 L.O.P.’s professional liability insurance policy in the matter concerned increased by the amount of the applicable deductible sum (“own risk”). The policy and the terms and conditions of the policy will be supplied upon request.

4.2. If 7 L.O.P. is liable for damages to persons or objects such liability shall always be limited to the amount covered under 7 L.O.P.’s general professional corporate liability insurance policy (AVB) in the matter concerned increased by the amount of the applicable deductible sum (“own risk”). The policy and the terms and conditions of the policy will be supplied upon request.

4.3. Should – for whatever reason – no amount be paid out under the insurance policies as mentioned in article 4.1 and 4.2 of these general terms and conditions, 7 L.O.P.’s liability shall be limited to an amount equal to the fees which are charged by 7 L.O.P. and already paid by the client in the matter concerned and always op to a maximum of € 25.000.

4.4. Claims for damages concerning alleged liability shall lapse if they are not filed in writing with 7 L.O.P. after a period of 12 months from the day following the day on which the event occurred that caused the damages, without prejudice to the provisions of article 6:89 Dutch Civil Code.

4.5. 7 L.O.P. does not accept any liability in the event that its client money account administrator, Foundation for third party funds, is unable to pay the client or a third party for reason that the bank where the foundation holds its account(s) is unable to fulfil its obligations towards the foundation.

4.6. Pursuant to applicable legislation 7 L.O.P. is obliged to verify the identity of its clients. Furthermore, 7 L.O.P. is obliged to report unusual transactions as mentioned in the Act on the Prevention of Money Laundering and Terrorist Financing (in Dutch: Wet ter voorkoming van witwassen en financieren van terrorisme).

4.7. The client shall indemnify and hold harmless 7 L.O.P. against any and all claims of third parties and is bound to compensate 7 L.O.P all costs incurred by 7 L.O.P. in connection with such claims, like costs regarding legal assistance, arising in whatever manner from the activities carried out by 7 L.O.P. for the client, except in cases of intent or gross negligence on the part of 7 L.O.P.

5. Fees and payment

5.1. 7 L.O.P. is always entitled to require an advance payment before commencing or continuing the execution of the assignment. Advance payments shall be settled with the final bill.

5.2. Bills sent by 7 L.O.P. shall be paid by the client within 14 days after the date mentioned on the bill, without any delay and/or setoff. If payment has not been received within this period the client shall be considered to be in default. The client shall inform 7 L.O.P. of complaints as soon as possible yet ultimately 14 days after the date mentioned on the bill, upon payment of the undisputed part of the bill.

5.3. In case of non-payment within 14 days after the date mentioned on the bill(s), 7 L.O.P. shall be entitled to suspend the execution of the assignment until all outstanding bills have been paid. 7 L.O.P. shall not be liable for any damages as a consequence of this suspension.

5.4. In case of non-payment within 14 days after the date mentioned on the bill(s), 7 L.O.P. shall be entitled to statutory interest and extrajudicial costs of recovery, which costs will be fixed at 15% of the outstanding fees.

6. Final provisions

6.1. If one or more of the provisions of these general terms and conditions shall appear to be fully or partly void or not enforceable, they shall hereby be replaced by provisions for which this does not apply and which provide near enough the same as the void or non-enforceable provision(s).

6.2. In the event of any difference in content or tenor between the Dutch text of these general terms and conditions and translations thereof, the Dutch text shall prevail.

6.3. The legal relationship between the client and 7 L.O.P. shall exclusively be governed by Dutch law. Disputes which might arise from this legal relationship shall be exclusively settled by the competent court in the Netherlands.

6.4. Changes and/or supplements to the assignment agreement and/or these general terms and conditions are merely valid between the client and 7 L.O.P. if these are confirmed in writing by 7 L.O.P.

Version of 2 June 2014 © 7 Laws of Persuasion