Article 1 Assignments

Only M&A/FIRM is the principal's contractor. Articles 7:404 and 7:407 (2) of the Dutch Civil Code do not apply. M&A/FIRM will carry out the assignment given to it exclusively for the benefit of the client. Third parties cannot derive any rights from the manner in which the assignment is carried out or from the results thereof. The client shall indemnify M&A/FIRM against all claims related to or arising from the work M&A/FIRM performs for the client.

Article 2 Fees and costs

M&A/FIRM will periodically invoice the client for fees, office expenses and disbursements. Unless expressly agreed otherwise, the fees shall be based on the then current hourly rate as well as - where applicable - on the fixed prices for certain services - designated as such. Counsel's hourly rates vary based on the level of experience of the counsel handling the case. An hourly rate may be increased by a factor of 1.25 in cases involving an interest of more than EUR 5,000,000. M&A/FIRM is entitled to adjust the applicable rates periodically. The new rates shall also apply to ongoing cases from the date the new rates are set. Office expenses will be charged at a flat rate of 5% of the fee. Out-of-pocket costs, such as costs for abstracts, and costs related to engaging third parties, such as online platforms (data room providers, broker platforms), translation agencies, consultants in other jurisdictions, etc. are expressly not included in office costs and will be charged separately. M&A/FIRM is always entitled to request an advance payment for the work to be performed and the costs to be incurred. Such advances will be settled during or at the end of the assignment.

Article 3 Payment

Invoices must be paid within 14 days of the invoice date. If payment is not made within this period, the principal shall be in default by operation of law. In that case, M&A/FIRM may claim statutory commercial interest and compensation for extrajudicial collection costs incurred. The extrajudicial collection costs will be calculated for private clients on the basis of the 'Besluit vergoeding voor buitengerechtelijke incassokosten'. In all other situations, the collection costs amount to 15% of the outstanding invoices with a minimum of EUR 150. If someone other than the client, the debtor, is ultimately responsible for bearing the costs of the invoice, the client remains jointly and severally liable for paying the invoice.

Article 4 Success Fee

If the parties have agreed on a success fee or a result-dependent remuneration, client shall grant the assignment to perform the agreed services exclusively to M&A/FIRM for the duration of the agreement. Insofar as the parties have agreed on a success fee or a result dependent remuneration, such fee or remuneration shall be immediately due and payable by the principal if: (a) the (partial) success or result is achieved or the goal of the intended (partial) success or result is realized during the term of the agreement, (b) the (partial) success c.q. the goal of the intended (partial) success or the (partial) result is realized within 2 years after the end of the agreement, regardless of by whom, at what time and on what ground the agreement was terminated, insofar as that result or success was (partly) achieved as a result of services provided by M&A/FIRM. This is in any case the case if the Client contracts with a party engaged directly or indirectly by M&A/FIRM, regardless of whether this has resulted in actual contact between the Client or M&A/FIRM and such third party during the term of the agreement; or (c) the failure to achieve the success or result during the term of the agreement is the result of activities of the Client that have hindered M&A/FIRM in the performance of the services or have affected the exclusivity granted to the Contractor.

Article 5 Engagement of third parties

In connection with the execution of assignments, M&A/FIRM is authorized to engage third parties on behalf of the client and at the client's expense. In this connection, M&A/FIRM shall be deemed to be authorized by the client to accept any limitations and/or exclusions of liability on behalf of the client. M&A/FIRM shall not be liable for defects in the performance of these third parties. If and to the extent necessary, M&A/FIRM may, if requested, assign its claims against third parties to the client.

Article 6 Liability and lapse

Any liability of M&A/FIRM shall be limited to the amount covered by M&A/FIRM's liability insurer in the case in question, increased by the amount of the deductible applicable in the case in question. If, for whatever reason, the liability insurer rejects a payment, M&A/FIRM's liability will in any event be limited to the amount of the fee charged in the case in question, plus an amount equal to the amount paid out under M&A/FIRM's liability insurance. Liability for advice given orally but not in writing is expressly excluded. Liability for damage arising from loss of data, security breaches, the temporary or permanent unavailability of any digital access of client to files or other incidents caused by the use of digital equipment is entirely excluded, except insofar as the damage is caused by intent or deliberate recklessness on the part of M&A/FIRM or its (executive) subordinates. Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, any right of action shall lapse 12 months after the occurrence of the liability issue that could reasonably have been known, or (if that date cannot be determined) 2 years after the date of the last invoice. The provisions of this article also apply to the client if a third party claims compensation for damages in connection with services provided by M&A/FIRM to the client. Any claim for damages against employees, lawyers, directors of professional companies of shareholders and other (legal) persons involved in the execution of the assignment on behalf of M&A/FIRM is excluded. This is a third-party clause, which the aforementioned persons may invoke at all times.

Article 7 Personal Data

M&A/FIRM processes personal data of the client in the context of executing the assignment(s) provided by the client. Pursuant to the legislation applicable to M&A/FIRM, M&A/FIRM is obliged to establish and in certain cases verify the identity of the client. By giving the assignment, client is deemed to agree to the provisions of this article. Client confirms to be aware of and accepts that the management of Client's digital access to files and other documents and the storage of M&A/FIRM's digital files in general will be outsourced to selected processors, who will store the files in data centers in the EU or in other countries, provided that an equivalent level of security as in the EU is guaranteed. These processors guarantee the security of personal data subject to appropriate technical and organizational security measures. M&A/FIRM has concluded processor agreements with these processors as referred to in the General Data Protection Regulation and will send a copy thereof to the client upon first request. M&A/FIRM will not retain personal data longer than strictly necessary, or longer solely on the basis of a legal obligation, if applicable.

Article 8 Miscellaneous

M&A/FIRM will digitally store and retain a file for up to 10 years after the last invoice was sent. After the expiration of this retention period, the entire file will be destroyed and therefore no further documents from that file can be requested from M&A/FIRM.

These general terms and conditions also apply to any additional and/or follow-up assignments from the client.

The clauses in these general terms and conditions shall be deemed to have been drafted also for the benefit of all practice company shareholders and all lawyers and employees working for M&A/FIRM, as well as all persons engaged by M&A/FIRM in the execution.

Article 9 Applicable law and dispute resolution

The legal relationship between M&A/FIRM and the principal shall be governed by Dutch law. The Roermond branch of the Limburg District Court shall have exclusive jurisdiction to hear disputes between M&A/FIRM and the principal, unless the law imperatively designates another court. If M&A/FIRM acts as plaintiff, it is entitled to submit the dispute to the competent court in the principal's place of residence.