General terms and conditions

Advies van Jord

Article 1 – General

1.1 In these general terms and conditions, “Client” refers to the party that grants an Assignment to ADVIES VAN JORD, either alone or jointly with a third party.

1.2 “ADVIES VAN JORD” refers to the company, the contractor of the Client, which is operated by ADVIES VAN JORD or an affiliated company.

1.3 “Assignment” or “Agreement” refers to the (oral) contract for services whereby the Client instructs ADVIES VAN JORD, as the contractor, to perform work.

1.4 All stipulations in these general terms and conditions are also made for the benefit of the shareholders, directors, and/or partners of ADVIES VAN JORD, as well as all those working for ADVIES VAN JORD.

Article 2 – Applicability

2.1 These general terms and conditions apply to all legal relationships between ADVIES VAN JORD and the Client, except for deviations from these conditions which must be expressly confirmed in writing by ADVIES VAN JORD. 2.2 The Code of Conduct and Professional Rules for ADVIES VAN JORD form part of the Agreement between ADVIES VAN JORD and the Client. The Client declares that it will always fully respect the obligations arising therefrom for ADVIES VAN JORD.

2.3 If any clause forming part of these general terms and conditions or of the Agreement concluded between ADVIES VAN JORD and the Client should be null and void or is annulled, the Agreement shall remain in force for the remainder, and the clause in question shall be replaced without delay, in consultation between the parties, by a clause that approximates the intent of the original clause as closely as possible.

2.4 Any general terms and conditions of the Client shall not apply.

Article 3 – Formation of the Agreement

3.1 The Agreement is formed at the moment that the Agreement or order confirmation signed by ADVIES VAN JORD and the Client has been received by ADVIES VAN JORD, or at the moment that ADVIES VAN JORD has commenced the execution of the work for the Client at the (oral) request of the Client. ADVIES VAN JORD is entitled to refuse Assignments provided to it without stating reasons.

3.2 If the Client withdraws the Assignment after signing the Agreement or order confirmation, the Client owes ADVIES VAN JORD the compensation agreed upon in the order confirmation for direct and indirect (consultancy) costs, including VAT.

3.3 Assignments provided to ADVIES VAN JORD result solely in best-effort obligations on the part of ADVIES VAN JORD and never in result obligations, unless otherwise stated in what the parties have agreed in writing.

Article 4 – Provision of Information by the Client

4.1 The Client is obliged to make available all data and documents which ADVIES VAN JORD, in its judgment, requires for the correct execution of the granted Assignment, in a timely manner, in the desired form and in the desired way.

4.2 ADVIES VAN JORD can only fulfill its duty of care towards the Client if the Client strictly adheres to the provisions of 4.1. 4.3 The Client shall inform ADVIES VAN JORD of all information relevant to the execution of the Assignment.

4.4 The Client guarantees the accuracy, completeness, and reliability of the data and documents made available to ADVIES VAN JORD, even if these originate from third parties, insofar as the nature of the Assignment does not dictate otherwise.

4.5 The additional costs and extra fees arising from delays in the execution of the Assignment, caused by the failure to provide the requested data and documents, or by providing them late or improperly, shall be for the account of the Client.

4.6 If data necessary for the execution of the agreed Assignment has not been made available to ADVIES VAN JORD, or has not been provided in a timely manner or in accordance with the agreements made, or if the Client has otherwise failed to fulfill its (information) obligations, ADVIES VAN JORD is entitled to suspend the execution of the Assignment. Article 5 – Engagement of third parties

5.1 ADVIES VAN JORD is authorized to engage third parties in the performance of work if and to the extent that ADVIES VAN JORD deems this necessary given the nature of the Assignment provided. Where possible, ADVIES VAN JORD will inform the Client in advance regarding this.

5.2 The costs associated with engaging third parties will be charged by ADVIES VAN JORD to the Client.

Article 6 – Confidentiality

6.1 ADVIES VAN JORD will treat the data and information provided by or on behalf of the Client in accordance with the provisions of the Personal Data Protection Act.

6.2 ADVIES VAN JORD is, if it acts on its own behalf in (judicial) proceedings, entitled to utilize the data and information provided by or on behalf of the Client, as well as other data and information of which it has become aware during the execution of the Assignment, insofar as these may be of importance in its reasonable judgment.

6.3 Except with the express prior written consent of ADVIES VAN JORD, the Client is not permitted to make public the content of advice, opinions, or other written or unwritten statements of ADVIES VAN JORD, or otherwise make them available to third parties, except insofar as this follows directly from the Agreement or is done to obtain an expert opinion regarding the relevant activities of ADVIES VAN JORD.

Article 7 – Fee and payment

7.1 The fee of ADVIES VAN JORD is not dependent on the outcome of the assignment provided.

7.2 ADVIES VAN JORD shall inform the Client, where applicable, prior to the conclusion of the Agreement, regarding the composition and amount of its fee. 7.3 ADVIES VAN JORD is entitled to increase agreed rates in the interim if increases occur after acceptance of the Assignment in wages, prices, or services required for the execution of the Assignment. Changes in government-imposed taxes and/or levies may always be passed on to the Client by ADVIES VAN JORD.

7.4 Invoices from ADVIES VAN JORD must be paid by the Client within fourteen days of the invoice date in the manner prescribed by ADVIES VAN JORD, unless otherwise agreed in writing or stated otherwise on the invoice.

7.5 Set-off by the Client of amounts charged by ADVIES VAN JORD for its services against a counterclaim made by the Client, or suspension of payment by the Client in connection with a counterclaim made by the Client, is only permitted to the extent that the counterclaim has been expressly and unconditionally acknowledged by ADVIES VAN JORD or has been irrevocably established in court. 7.6 If the Client fails to pay the amounts invoiced by ADVIES VAN JORD within the agreed term, the Client shall owe statutory interest on the outstanding amount, without the need for prior notice of default. If the Client remains negligent in settling the outstanding amount to ADVIES VAN JORD even after notice of default, ADVIES VAN JORD may hand over the collection of its claim to a third party, in which case the Client shall also be obliged to reimburse the extrajudicial collection costs. The amount of the extrajudicial collection costs shall be set at 15% of the amount for which payment is demanded.

7.7 Payments made by the Client shall always first be applied to the satisfaction of all accrued interest and costs, and subsequently to the oldest outstanding invoices, even if the Client specifies a different payment reference for this. 7.8 If, in the opinion of ADVIES VAN JORD, the financial position or payment behavior of the Client gives rise to such a need, ADVIES VAN JORD is entitled to require the Client to immediately provide (additional) security in a form to be determined by ADVIES VAN JORD. If the Client fails to provide the required security, ADVIES VAN JORD is entitled, without prejudice to its other rights, to immediately suspend further execution of the Assignment, and all amounts owed by the Client to ADVIES VAN JORD, on whatever grounds, shall become immediately due and payable.

7.9 In the event of a jointly given assignment, the Clients are jointly and severally liable for the payment of the invoice amount insofar as the work has been performed for the benefit of the joint Clients.

Article 8 – Complaints

8.1 Complaints regarding the work performed and/or the invoice amount must be submitted in writing to ADVIES VAN JORD within thirty days after the date of dispatch of the documents or information about which the Client is complaining. 8.2 Complaints as referred to in 8.1 do not suspend the Client’s payment obligation. In no case is the Client entitled, on the basis of a complaint regarding a specific service, to postpone or refuse payment for other services provided by ADVIES VAN JORD to which the complaint does not relate.

8.3 In the event of a justified complaint, ADVIES VAN JORD has the choice between adjusting the fee charged, correcting or redoing the rejected work free of charge, or wholly or partially ceasing to perform the Assignment against a refund proportionate to the fee already paid by the Client.

Article 9 – Delivery Period

9.1 Is the Client a advanceif payment is due or if he is required to make available information, materials, and/or services necessary for the execution, then, if a time limit has been agreed upon, the period within which the work must be completed shall not commence until payment has been received in full, or information, materials, and/or services have been made available in full, respectively.

9.2 Time limits within which the work must be completed are never to be regarded as a firm deadline, unless expressly agreed otherwise.

9.3 The Agreement cannot be dissolved by the Client due to exceeding the time limit – unless performance is undeniably and permanently impossible – unless ADVIES VAN JORD fails to execute the Assignment, or fails to execute it in full, within a reasonable period notified to it in writing after the expiry of the agreed delivery period. Dissolution is then permitted in accordance with Article 265 of Book 6 of the Dutch Civil Code.

Article 10 – Liability

10.1 ADVIES VAN JORD shall perform its work to the best of its knowledge and ability and observe the diligence that can be expected of ADVIES VAN JORD. ADVIES VAN JORD shall never be liable for damage suffered by the Client or third parties as a result of incorrect, incomplete, or untimely information provided by the Client to ADVIES VAN JORD or to third parties engaged by ADVIES VAN JORD as referred to in Article 5.

10.2 Any liability of ADVIES VAN JORD and the third parties engaged by ADVIES VAN JORD in the execution of the Assignment is limited to the amount paid out in the relevant case under ADVIES VAN JORD’s professional liability insurance.

10.3 In the event that the professional liability insurance of ADVIES VAN JORD referred to in Article 10.2 does not provide coverage in a specific case, the liability of ADVIES VAN JORD Finance as well as the third parties engaged in the execution of the Assignment is limited to a maximum of the total fee already received by ADVIES VAN JORD in respect of the Assignment underlying the damage incurred. In this regard, the liability referred to herein is limited to a maximum of the fee that ADVIES VAN JORD has received in the context of the relevant Assignment over the last 6 months, whereby ADVIES VAN JORD applies a maximum of five thousand euros (€ 5,000).

10.4 The execution of the provided Assignment is carried out exclusively for the benefit of the Client. Third parties cannot derive any rights from the content of the work performed for the Client.

10.5 ADVIES VAN JORD is never liable for any damage whatsoever arising from errors in software or other computer programs used by ADVIES VAN JORD, unless such damage can be recovered by ADVIES VAN JORD from the supplier of the relevant software or computer program.

10.6 ADVIES VAN JORD is never liable for any damage whatsoever arising from the circumstance that (email) messages sent by the Client to ADVIES VAN JORD did not reach ADVIES VAN JORD. 10.7 ADVIES VAN JORD shall never be liable for any damages whatsoever arising from the circumstance that the Client has failed to make payments to third parties engaged by ADVIES VAN JORD, or has failed to make them in a timely manner.

10.8 A claim for compensation for damages must be submitted to ADVIES VAN JORD no later than 30 days after the Client discovered the damage or could reasonably have discovered it, failing which the right to compensation for damages shall lapse.

Article 11 – Expiration Period

11.1 Unless otherwise provided in these general terms and conditions, the Client’s rights of claim against ADVIES VAN JORD, on whatever grounds, in connection with the performance of work by ADVIES VAN JORD, shall in any event lapse three months after the moment at which the Client became aware or could reasonably have been aware of the existence of these rights. Article 12 – Force Majeure

12.1 ADVIES VAN JORD is not obliged to fulfill any obligation if this is reasonably impossible for ADVIES VAN JORD due to changes in the circumstances existing at the time the Assignment was entered into, which changes arose through no fault of ADVIES VAN JORD. Force majeure shall include, but not be limited to, strikes, riots, fire, (prolonged) failure of computer software, and default and/or failure on the part of third parties engaged by ADVIES VAN JORD.

Article 13 – Final Provisions

13.1 All agreements between the Client and ADVIES VAN JORD are governed exclusively by Dutch law.

13.2 In the event that the content of written agreements made between ADVIES VAN JORD and the Client deviates from what is stipulated in these general terms and conditions, the written agreements shall prevail.

13.3 Deviations from and/or supplements