General Terms and Conditions SteensmaEven

These general terms and conditions form part of all agreements concerning (or connected with) services provided by SteensmaEven (“SE”).

  1. The partnership SE
    SE is a partnership of legal entities. A list of these legal entities will be provided on
    request to the instructing party, client or other party involved (the “Client”).
  2. The relationship
    Only Dutch law will govern the relationship between SE and the Client. The Client’s assignment is exclusively accepted and performed by SE. Unless instructed otherwise, we will assume that all of the Client’s directors, officers and employees who give SE instructions are authorised to do so and that SE may act on oral instructions.
    This relationship between SE and the Client qualifies as an agreement of mandate (contract for the provision of professional services, “opdracht”). The articles 7:404, 7:407(2) and 7:409 of the Civil Code do not apply. All persons employed by, or acting on behalf or upon instruction of SE may invoke these general terms and conditions.
  3. The advice
    All work and services performed by SE are performed solely for use by the Client and for the purposes associated with the assignment. This advice should not be disclosed to any third party without prior agreement with SE. SE does not accept responsibility for any consequences arising from reliance upon SE’s advice by any person other than the Client.
  4. Limitation of liability
    Any liability shall be limited to the amount which is paid under SE’s professional liability insurance in the matter concerned, including SE’s deductible as stated under this insurance. Liability of SE for any form of indirect or consequential losses is excluded. Liability for direct loss for which SE (for whatever reason) has no cover under any insurance, shall be limited in all cases to the total amount of the invoices sent by SE in the matter concerned which have been timely paid (excluding VAT and disbursements), with a maximum of EUR 75,000. No set-off shall be permitted.

5. Service Providers

Where SE engages the services of third persons in the execution of an instruction, SE shall where possible consult with the Client in advance and shall exercise due care in the selection of such service providers. SE shall not be liable for any failure, fault or shortcomings of such service providers and has the right to accept any limitations of liability stipulated by the service providers. These general terms and conditions may also be invoked by service providers.

  1. Indemnification
    The Client will indemnify and hold harmless SE in respect of all claims and demands from third parties which arise out of, or are connected with, the instructions given to SE.
  2. Lapse of rights
    Notwithstanding the effect of article 6:89 of the Civil Code, any right against SE to indemnification or damages shall be forfeited in any case six months after the Client has become aware of any event which may lead to liability of SE.
  3. Fees
    We will render our bills to the Client on a monthly basis. The fees due by the Client will be calculated on the basis of the number of hours worked multiplied by the applicable hourly rate according to the scale of fees as from time to time set by SE. Out of pocket expenses paid by SE on the Client’s behalf will be billed separately. For regular office expenses (e.g. telephone, telefax and photocopying costs) a percentage of SE’s fees (6%) will be charged. Generally VAT is payable on the fees and on certain expenses. The bills are to be settled within 15 days. SE reserves the right to charge interest on overdue amounts at the Dutch statutory rate. SE reserves the right to apply any funds in our Client account (which are not held by us for a specific purpose) towards the discharge of any outstanding bills.
  4. File Destruction Policy
    SE keeps files on concluded matters for at least 6 years. Subsequent to this 6 years’
    period, SE reserves its rights to shred the files.
  5. Intellectual property rights
    SE owns all copyright in any document prepared by SE during the course of carrying out the assignment. SE reserves its rights, subject to its obligations of confidentiality,

to occasionally use parts of documents prepared by SE on behalf of one client when preparing documents for another client.

  1. Termination
    The Client may terminate the assignment by giving notice in writing. SE may decide to terminate the assignment, but only after reasonable notice has been given and only for a good reason. If SE terminates the assignment, the Client will pay the outstanding fees and expenses, including those not yet billed. SE shall be entitled to retain the Client’s papers until the fees and expenses have been paid.
  2. Jurisdiction
    In case of disputes between SE and the Client, the Office Complaints Procedure is applicable. This procedure provides, inter alia, that the Court of Rotterdam shall have exclusive jurisdiction to decide all disputes between SE and the Client if these disputes can’t be solved out of court. The Office Complaints Procedure has been published on our website.

The original text of these general terms and conditions is in Dutch. In the event of any discrepancies between the Dutch version and any translation the Dutch version will prevail. The English translation is provided for information purposes only and a full explanation or more detailed translation will be given on request.