All Assignments shall, to the exclusion of Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code, be deemed to be accepted and performed exclusively by HerikLegal, even if it is the Client’s express or implied intention that an Assignment be performed by one or more specific Affiliated Persons.

Third parties shall not derive any rights from the content of the work performed by HerikLegal for the Client, and more generally from the manner in which HerikLegal carries out an Assignment.

HerikLegal shall never advise on financial, tax, (social) insurance or other non-purely legal matters. Where appropriate, the Client shall consult another expert adviser on such matters.

If an Assignment falls within the scope of application of the Money Laundering and Terrorist Financing (Prevention) Act (‘Wwft’), the Client shall, at HerikLegal’s first request, provide all information and data that HerikLegal deems necessary to meet its identification obligations under the Wwft. HerikLegal is obliged under the Wwft to report unusual transactions to the authorities without notifying the Client.

HerikLegal is authorised to engage third parties for the account of the Client in the performance of an Assignment. HerikLegal shall not be liable for shortcomings or errors of any kind on the part of third parties it engages and shall be entitled to accept any limitation of liability on the part of such third parties on behalf of the Client.

In the performance of its services, HerikLegal uses digital services offered by third parties, such as telecommunication services, data storage and cloud computing services. HerikLegal shall not be liable for damages arising from any acts or omissions of these third parties or from the use of these services.

All Assignments shall be carried out at the agreed fee, or in the absence thereof at a reasonable fee which shall in principle be determined on the basis of the number of hours worked multiplied by the (hourly) rates set by HerikLegal annually, plus a mark-up for general office expenses, disbursements (such as, inter alia, court registry fees, bailiff’s fees, extract costs and travel expenses) and turnover tax due.

The work shall in principle be invoiced to the Client on a monthly basis. Payment must be made, without suspension, discount or setoff, within a (fatal) term of 14 days after the invoice date or so much earlier as agreed. If payment is not made within this period, the Client shall be in default by operation of law without any notice of default being required.

HerikLegal’s liability, for any reason whatsoever, shall be limited to the amount paid out in the matter in question under the professional liability insurance taken out by HerikLegal, plus the amount of the excess under that insurance. At the Client’s request, HerikLegal shall provide information to the Client regarding the extent of cover under the professional liability insurance policy.

If, for whatever reason, no payment should be made under the professional liability insurance, the liability referred to in Article 11 shall be limited to the amount of the fees paid by the Client to HerikLegal in the preceding year, subject to a maximum of EUR 100,000. Liability for indirect and consequential damages is excluded.

Where applicable, the Client shall be exclusively entitled to hold HerikLegal liable. Any liability of Affiliated Persons, for any reason whatsoever, is excluded.

Except in the event of intent or wilful recklessness on HerikLegal’s part, the Client shall indemnify HerikLegal and all Affiliated Persons against third-party claims and against other damage incurred by HerikLegal or Affiliated Persons in connection with the Assignment, to the extent that the claim or damage exceeds the amount paid out in connection therewith under the insurance policies taken out by HerikLegal, plus the applicable excess.

Without prejudice to the provisions of Section 6:89 of the Dutch Civil Code, all rights of action and other powers which the Client may invoke vis-à-vis HerikLegal shall lapse if they have not been submitted to HerikLegal in writing, including a statement of reasons, within one year after the Client was aware, or could reasonably have been aware, of the existence of the facts on which he bases his claim. In all cases, the said rights of action and other powers shall expire two years after the date of HerikLegal’s last invoice in connection with the Assignment in question.

All stipulations in these General Terms and Conditions shall also apply as irrevocable third-party clauses for no consideration within the meaning of Section 6:253(1) jo. par. 4 of the Dutch Civil Code for the benefit of the Affiliated Persons, as well as for the benefit of all Persons engaged or involved in the performance of any Assignment, respectively all Persons for whose acts or omissions HerikLegal might be liable.

Each Assignment shall be subject to the HerikLegal office complaints procedure which can be consulted at www.heriklegal.nl.

If HerikLegal processes personal data, whether or not in connection with an Assignment, such processing shall take place in accordance with HerikLegal’s privacy policy. This policy can be consulted at www.heriklegal.nl.

All Assignments shall be governed by Dutch law. All disputes arising in connection with the conclusion and/or performance of an Assignment, including disputes concerning invoices, shall in the first instance be settled exclusively by the competent court in Rotterdam.

These General Terms and Conditions have been drawn up in Dutch and English. In the event of a dispute regarding the contents or purport of these General Terms and Conditions, the Dutch text shall be binding.

These General Terms and Conditions have been filed at the registry of the Court of Rotterdam under number 3/2025 and can be consulted at www.heriklegal.nl.