Applicability

Article 1

1. These general terms and conditions shall apply to the services provided or to be provided by Marks Wachters Praktijk B.V. (KvK 17284503) and Marks Wachters notarissen Nuenen B.V. (KvK 61152307) both acting under the name Marks Wachters notarissen (hereinafter referred to as “MWN”), in the broadest sense of the word, unless expressly agreed otherwise in writing between the client and MWN prior to the conclusion of the assignment.

2. MWN, its employees, but also all third parties engaged by MWN in the performance of any order of a client may rely on these general terms and conditions. The same applies to former employees or their heirs, if they are held liable after they have left MWN.

Definitions

Article 2

1. Client: the natural or legal person who (also) orally or in writing gives the contractor the order to provide services/perform work.

2. Contractor: MWN is sole contractor, even if it is the express or implied intent that an assignment will be performed by one or more persons associated with MWN.

3. MWN is authorized to engage third parties in the performance of an order, at the client's expense.

4. Assignment: the agreement within the meaning of article 7:400 of the Civil Code, whereby the notary undertakes towards the client to perform: a. legal activities; b. activities related thereto; c. other activities. All assignments are accepted to the exclusion of articles 7:404 and 7:407 paragraph 2 of the Civil Code. Evidence of an assignment shall include written notification by the client, written confirmation of assignment by MWN and, in the case of an oral assignment, knowledge by the client of the fact that MWN has commenced the work without direct written protest by the client.

Fee

Article 3

1. For the execution of the order and the work resulting therefrom, the client shall owe a fee plus disbursements and turnover tax, in total hereinafter referred to as: invoice. The contractor shall inform the client clearly and in a timely manner about the financial consequences of the order.

2. The contractor's fee does not depend on the outcome of the awarded order.

3. The fee shall be determined on the basis of the agreed hourly rate multiplied by the total time spent by the contractor on the assignment, unless a fixed price has been agreed upon. The contractor shall inform the client in a timely manner if more costs will be charged than agreed upon. The hourly rate agreed upon at the start of the assignment may be adjusted standing an assignment as a result of adjustment to market costs, in principle as of January 1 of each year, to be determined by the contractor.

4. MWN is authorized, if the assignment runs longer than one calendar month, to invoice on an interim basis.

5. MWN is further authorized to charge the client an advance on fees and disbursements for further settlement against the final amount due.

6. MWN shall be entitled to invoice the client for work arising from an assignment which does not ultimately result in a notarial deed on the basis of the agreed hourly rate multiplied by the total time spent by the contractor on the assignment, unless otherwise agreed in writing.

7. The costs incurred by MWN as a result of choosing domicile at MWN's offices shall be borne by the client.

8. The contractor may not charge the cost of its work to another order, other part of the order, or to anyone other than the client.

Payment obligation

Article 4

1. All payment obligations of client are indivisible and must be paid without suspension and/or set-off, unless otherwise provided by further agreement.

2. For work on transfer and/or encumbrance of registered property, the invoices will be deducted as much as possible upon delivery or encumbrance of the registered property.

3. All other work shall be charged to the client upon invoice. The client shall pay the invoice within 14 days of the invoice date. If the client is in default or breach of one or more of his payment obligations, then the client shall owe default interest of 1% per month and all reasonable costs incurred to obtain payment out of court shall be borne by the client. In any case, the client shall owe:

- over the first €2,500.00 / 15%

- on the excess up to € 5,000.00 / 10%

- on the excess up to € 10,000.00 / 5%

- on the excess up to € 190,000.00 / 1%

- on the remainder 0.5% with a maximum of € 6775.00

- A minimum amount of € 40.00 shall apply to each collection. If user proves to have incurred higher costs, which were reasonably necessary, these will also qualify for reimbursement.

4. MWN shall at all times be entitled to send advance invoices or require payment of the invoice prior to the completion of its work.

5. Subsequent invoices from third parties in connection with the performance of work on behalf of the client must also be paid within 14 days of the invoice date.

6. If funds are to be placed on deposit for the benefit of the client, a deed of deposit will be drawn up. The costs for drawing up the deed of deposit must be paid immediately. The administration costs will be withheld upon payment of the deposit.

7. In the event of a jointly given assignment, the principals, to the extent that the work was performed on behalf of the joint principals, shall be jointly and severally liable for payment of the bill.

8. If an assignment is given by a natural person on behalf of a legal entity, if this natural person can be regarded as the (co-)policymaker of this legal entity, this natural person is also the client in private. In the event of non-payment by the legal person, he or she shall therefore be personally liable for payment of the invoice, irrespective of whether or not it is made out in the name of the legal person or in the name of the client as a natural person, whether or not at the client's request.

Electronic communication

Article 5

During the performance of the assignment, the client and MWN may communicate with each other by electronic means such as e-mail, the Internet and fax. MWN shall not, however, be liable for damage suffered by the Client as a result of the provision and use of electronic means of communication, including - but not limited to - damage resulting from non-delivery or delay in delivery of electronic communications, interception or manipulation of electronic communications by third parties or by software/equipment used to send, receive or process electronic communications, transmission of viruses and non-functioning or improper functioning of the telecommunications network or other means required for electronic communications, except to the extent that the damage is the result of intent or gross negligence on the part of the Supplier.

Liability

Article 6

1. If and insofar as, for any reason whatsoever, an event occurs during performance of the assignment, including failure to perform actions and/or activities by or on behalf of MWN, which leads to liability on the part of MWN, such liability shall be limited to the amount to which MWN's liability insurance policy gives entitlement, to be increased by the excess borne by MWN under such insurance policy. In the event that MWN's performance of the assignment causes damage to persons and/or goods, for which damage MWN is liable, such liability shall likewise be limited to the amount referred to in the preceding sentence.

2. However, should, for whatever reason, under the aforementioned liability insurance, the relevant insurance company fail to pay out, any form of liability shall be limited to three times the amount of fees declared by MWN in the relevant case during the current calendar year.

3. The limitation of liability mentioned in paragraphs 1 and 2 of this article also applies in the event of damage caused by MWN's failure to accept an order given to it, as well as damage resulting from the improper functioning of equipment used by MWN, including but not limited to the software and hardware, data carriers and files and registers used by MWN.

4. Any liability of MWN's own for unexpected failures of persons engaged by MWN for the performance of the assignment is excluded.

5. All rights of action and other powers of whatever nature against MWN, in connection with work performed by MWN, shall in any event expire one year after the time when the person concerned became aware or could reasonably have become aware of the existence of such rights and powers.

Work

Article 7

1. Before performing any work in financial transactions, MWN is obliged under the Prevention of Money Laundering and Financing of Terrorism Act (WWFT) to conduct a client investigation and an investigation into the origin of funds. MWN will not carry out an assignment until the investigation into any PEPs, UBOs, the (enhanced) client investigation and the origin of funds has been completed and MWN sees no reason to refuse service as referred to in Section 21(2) of the Notary Public Act. The usual costs associated with client screening are included in our fees.

2. MWN shall let the legal obligations under the WWFT prevail over the duty of confidentiality under the Notary Act.

3. The work shall be performed by MWN in compliance with legal and other regulations applicable to MWN.

4. MWN shall carry out assignments exclusively for the benefit of the client. Third parties may not derive any rights from the content of work performed or from the manner in which the assignment has or has not been performed.

Dispute resolution

Article 8

The legal relationship between the client and MNW is subject to a Notarial Complaints and Disputes Procedure. See www.knb.nl and www.degeschillencommissie.nl.

Choice of law

Article 9

The legal relationship between MWN and its client is governed by Dutch law. Only the Dutch courts or the Disputes Committee shall be competent to take cognizance of any dispute between MWN and the client.

Professional and conduct rules

Article 10

MNW abides by all existing rules of professional conduct. An explanation of these rules can be found in the consumer brochure ‘Rules of the Game for Notaries and Consumers’ drawn up by the KNB in consultation with the Consumers' Association and Vereniging Eigen Huis. This brochure can be found at www.knb.nl and can be provided upon request.

Final provision

Article 11

By giving the assignment, the client declares that he agrees to these General Terms and Conditions. These General Terms and Conditions also apply to any additional assignments and follow-up assignments from the client.