General terms and conditions

Article 1
BASE Advocaten B.V. (“BASE Advocaten”), established in Rotterdam, is a private company with limited liability, with the purpose of practicing law.

These general terms and conditions are applicable to all assignments given to BASE Advocaten, including all follow-up instructions, changed or additional instructions, as well as to all legal engagements of BASE Advocaten with the client as a consequence of or in relation therewith. BASE Advocaten, and also all persons (formerly) linked to BASE Advocaten and for whose act or omission BASE Advocaten is or could be liable, may rely on these general terms and conditions. “Persons linked” include: the employees, the partners and/or the shareholders of BASE Advocaten.

Article 2
All services and other activities are carried out by BASE Advocaten under a contract for professional services, unless otherwise agreed upon in writing.

Article 3
All instructions are considered to be given to and accepted and carried out by BASE Advocaten exclusively, even if the expressed or implied intention is for an instruction to be carried out by a specific individual. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

Article 4
Instructions are carried out by BASE Advocaten for the benefit of the client only. Third parties may not rely on the result of the activities carried out by the client or on the execution thereof and they may not derive any rights from the instruction or any activities performed in relation thereto. If the client provides third parties with the contents of the activities carried out by BASE Advocaten on his behalf, the client will be bound towards BASE Advocaten to convey to that third party that those activities were carried out under the applicability of these general terms and conditions.

Article 5
The decision of third parties to be engaged by BASE Advocaten will, insofar as the relationship with the client is common or reasonable, be made in consultation with the client and by exercising due care. BASE Advocaten is not liable for fault of the third parties engaged by BASE Advocaten. BASE Advocaten is authorized by the client to accept any liability limitations and/or conditions by third parties on behalf of the client.

Article 6
The client indemnifies BASE Advocaten against all third-party claims as well as against any costs that may be incurred by BASE Advocaten in relation thereto, including the costs for legal assistance, which claims arise from the activities carried out by BASE Advocaten on behalf of the client.

As a consequence of current legislation (including the “Wwft” (Money Laundering and Terrorist Financing (Prevention) Act)), BASE Advocaten is obligated to establish the identity of its clients and, under circumstances, to report unusual transactions to the authorities. The client confirms to be aware of this and, insofar as necessary, to give his permission in advance. Client will also indemnify BASE Advocaten against third-party claims against BASE Advocaten or its partners in relation to a wrongfully submitted report within this framework.

Article 7
In the event that, resulting an act or omission during the performance of an assignment, an incident occurs which leads to liability towards the client on the side of BASE Advocaten, that liability is limited to the amount paid out under the firm’s professional liability insurance policy in the matter concerned, plus the amount of the excess which is borne by BASE Advocaten under the insurance policy conditions.

If, for whatever reason, the above-mentioned insurance policy does not cover any amount at all, BASE Advocaten’s liability is covered up to an amount of EUR 25,000, or if the fee exclusive of vat paid until that moment for the performance of the assignment to which the claim relates, exceeds EUR 25,000 exclusive of vat, up to an amount equal to these paid fees with a maximum of EUR 75,000.

All liability resulting from or relating in any way to the insolvency or noncompliance with obligations by or due to any bank, financial institution or other third party is excluded by BASE Advocaten, also for the benefit of any Clients’ Funds Foundation (“Stichting Derdengelden”) linked to the firm.

Article 8
The client owes a fee to BASE Advocaten for the performance of the assignment, increased with disbursements and turnover tax. Unless agreed otherwise the fee will be calculated on the basis of the number of hours spent, multiplied by the hourly rates to be established from time to time by BASE Advocaten. The amounts mentioned are exclusive of vat.

Article 9
BASE Advocaten is entitled to set off an advanced payment paid by the client against the oldest outstanding invoice; as well as against what BASE Advocaten has or will have in its custody from the client.

Article 10
Invoices from BASE Advocaten will in principle be charged to the client on  a monthly basis and must be paid – without suspension or settlement – within fourteen days counting from the date of the invoice. In case of lack of payment within this period the client is in default without further notice of default and the client is liable for the payment of legal interest as meant in article 6:119a of the Dutch Civil Code. If payment is not made after notice, BASE Advocaten is entitled to charge the client for extrajudicial collection costs. The amount of the compensation for extrajudicial collection costs will be calculated in conformity with the graduated scale as incorporated in the Extrajudicial Collection Costs Payments Decree (Bulletin of Acts and Decrees 2012, 141, 142).

Article 11
In case of nonpayment of the activities carried out for the client by or on the instructions of BASE, BASE Advocaten is entitled to suspend its activities until full payment of the outstanding invoices has occurred, excluding any liability by BASE Advocaten for damages that may arise therefrom.

Article 12
These conditions have been written in the Dutch and the English language. In case of a dispute on the contents or the effect of these conditions, the Dutch text and the meaning thereof under Dutch law will be binding.

Article 13
The legal relationship between BASE Advocaten and the client is exclusively subject to Dutch law. Disputes in the first instance will be settled by the competent judge in Rotterdam exclusively. No appeal can be made to defective performance by BASE Advocaten and any claim for damages will expire if BASE Advocaten is not informed in writing within 13 months after the discovery thereof.

Filed at the registry of the District Court of Rotterdam on 15 October 2014.