In these Terms of Engagement:

“Client Partner” means the partner with responsibility for your relationship with us and who is identified as such in our engagement documentation;

“Data Protection Legislation” means all relevant laws relating to data protection, the processing of personal data and privacy, including: the General Data Protection Regulation (EU) 2016/679, the Dutch GDPR implementation act (UAVG) and the Telecommunications Act (as may be replaced by the proposed Regulation on Privacy and Electronic Communications);

“Matter” means an individual instruction for work from you to us;

“Terms of Engagement” means these terms of engagement;

“We”, “us” and “our” means Burggraaf & Hoekstra B.V., a private limited liability company, incorporated under the laws of the Netherlands, registered with the Dutch Trade Register of the Chamber of Commerce (Kamer van Koophandel) under registration number 83624279; and

“You” and “your” means you, as our client.

These Terms of Engagement apply to all services provided by Burggraaf & Hoekstra B.V. to you, unless and to the extent only that we agree otherwise in writing, and supersede any previous terms of engagement that we may have supplied to you. We may amend these Terms of Engagement from time to time by notice in writing to you and the amended Terms of Engagement will apply to any future Matters unless otherwise agreed in writing by us. For each Matter we will agree with you in writing at the outset the scope of work you require. This information may be set out in an engagement letter, record of instructions or other document or e-mail.

We may also put in place a framework agreement to apply to all Matters on which we are instructed. These Terms of Engagement should be read in conjunction with such other engagement documentation/terms we send to you.

These Terms of Engagement, together with such other written terms issued by us or agreed in writing by us, shall constitute the entire agreement and understanding between us for the relevant Matter. If any term in any other written terms you receive from us or which we agree in writing conflicts with these Terms of Engagement, that other term shall apply. If you do not confirm your agreement to our engagement documentation in writing, then we will treat the fact that you agree to us beginning work as deemed acceptance.

For each Matter we will advise you of important deadlines or dates that may arise during the course of that Matter, taking into account the extent to which other professionals may be responsible for advising you of such dates. However, once our work on that Matter is completed, we will not be responsible for reminding you of any deadlines or other important dates.

Our role is solely to provide legal advice on each Matter. We will not be responsible for advising on the commercial merits or course of action to be taken in relation to the Matter.

You will provide us with all relevant information, on which we are entitled to rely without verification.

You confirm that you are acting as principal and not as an agent for anyone else. No other person may use or rely on our advice or these Terms of Engagement or any other engagement documentation or other terms agreed between you and us without our prior written consent. In particular in dealing with a company, we will not accept duties to any other member of your group and/or to any of your subsidiaries and/or affiliates.

All instructions will be accepted and performed solely by us on the basis of a contract for professional services (overeenkomst van opdracht). This applies even if it is the express or implied intention that an instruction be carried out by a specific person. The applicability of section 7:404 of the Dutch Civil code (Burgerlijk Wetboek, “DCC”), which relates to the situation referred to in the preceding sentence, and of section 7:407 paragraph 2 DCC, which imposes joint and several liability where an instruction is given to two or more persons, is hereby expressly excluded insofar as necessary.

We limit our liability for any claims made in respect of our negligence and/or breach of contract (including in respect of any omission) or in any other way arising from each Matter to an amount equal to (i) the actual amount paid out under our professional liability insurance policy or (ii) should no insurance payment be made, for whatever reason, the fees charged by us (and not by any external counsel and third parties engaged by us) in the Matter concerned up to a maximum of in total EUR 500,000. If we are liable to you and another person is also liable to you in respect of the same loss or damage, or if you have been contributorily negligent, then any compensation payable by us will be reduced in proportion to our contribution to that loss or damage.

Nothing in these Terms of Engagement will limit or exclude our liability for death or personal injury caused by our negligence, for fraud, fraudulent misrepresentation or reckless disregard of our professional obligations or in other circumstances where and to the extent that the law prohibits us from doing so.

The following individuals and entities are not liable to you: (a) past, present and future partners and shareholders of Burggraaf & Hoekstra B.V. (whether direct or indirect) and (b) individuals working for and associated with Burggraaf & Hoekstra B.V., such as employees, advisers, board members, trainees, flex workers and freelancers (in the past, present or future).

Burggraaf & Hoekstra B.V. is not liable for any damages which result from or which in any way are in connection with the insolvency of any bank, any financial institution and or any other third party.

You indemnify us, past, present and future partners and shareholders of Burggraaf & Hoekstra B.V. (whether direct or indirect) and individuals working for and associated with Burggraaf & Hoekstra B.V., such as employees, advisers, board members, trainees, flex workers and freelancers (in the past, present or future) against any and all claims by any third party related to or in connection with the provision of services by us, and costs incurred by us in relation to such claims.

(a) Professional fees
Unless agreed otherwise in writing, the fees charged for the work performed by us shall be based on hourly rates. Our hourly rates are subject to review annually per 1 January and may be increased, in which case we will inform you in advance.

(b) Disbursements and other expenses
We may make payments on your behalf, for example to the Chamber of Commerce, Land Registry or the court. Other disbursements may include experts’, agents’ or (foreign) lawyers’ fees, including flex workers hired by us. We may also incur expenses for items such as travel or accommodation. We will add these to our invoices at cost (including VAT as applicable). If appropriate, we may render “disbursements only” invoices or ask you to pay us money in advance of incurring any disbursements.

(c) Consolidated charges
We will charge you fixed fees for providing specific services which are the consolidation of any payment we have to make to a third party plus our fees for providing the service. These fees are shown separately on our invoices to you.

(d) Value Added Tax (VAT)
Any hourly rates, fee estimates or quotes given by us are given net of VAT, where applicable VAT will be charged on any fees and costs.

We reserve the right to require you to make advance payments on account of our costs. Any such payments will be held for you by us in our office account until presentation of invoices for this Matter and will be offset against such invoices. It may be that a further sum on account will then be needed.

Unless agreed otherwise in writing, we will issue invoices in Euro on a monthly basis, which will be sent to you electronically.

Our invoices are due to be paid on presentation. If they are not paid within 30 days a reminder will be sent, followed by a demand of payment. We reserve the right to take any and all measures provided and permitted by law to collect payment, including but not limited to (a) charge interest to you on the overdue amount at the legal rate for commercial late payments (wettelijke handelsrente) plus 4%, starting from presentation and compounded on a monthly basis on the last day of each month, (b) to apply any advance payments and (c) to suspend work or to terminate our relationship with you as set out in paragraph 7 below.

Payments are to be made by way of bank transfer.

In the event that our work on any Matter is conducted for more than one party, all parties will be jointly and severally responsible to us for the payment of any and all charges for that Matter and we may recover those charges from any or all parties.

If a third party is to be responsible for payment, all invoices must be addressed to you but, to the extent we are permitted to do so, our invoices will be sent to and payable by the nominated third party. If for whatever reason such third party fails to pay our invoices, you will be liable to do so.

Please note that in certain circumstances we may be entitled to keep any money, documents or other property belonging to you until payment of all outstanding amounts has been made (known as ‘exercising a lien’).

If you have any objection against an invoice of Burggraaf & Hoekstra B.V. you are obliged to submit such objection in writing to us within 4 weeks after the date of the invoice, failing which any right to dispute that we may demand the invoiced amount from you shall expire.

You may terminate your instructions to us in relation to any Matter at any time by contacting your Client Partner.

We will only cease acting for you on reasonable grounds, for example if you fail to pay our invoices on time (as set out in paragraph 6 above), if you fail to pay us monies on account when requested in time, if you instruct us to take any action which is illegal or contrary to any regulations applicable to our services or if it is clear that the relationship of mutual trust and confidence between us has become disturbed. Please note the aforementioned is not an exhaustive list. We will always give you due notice of our intention to suspend work, in which case it does not affect our rights to subsequently cease to act for you.

Upon termination of our relationship, whether by you or by us, you will be liable to pay all fees and costs incurred up to and including the date of termination (whether invoiced before or after the date of termination). The rights given to us in these Terms of Engagement will continue after termination of our relationship.

We may need to procure the services of third parties who are not part of Burggraaf & Hoekstra B.V., such as (foreign) lawyers, notaries, experts and agents, to act on your behalf during our work on the Matter. When we do so, we will be acting as your agent in procuring their services and the contract for their services will either be through us or be with you directly as will be agreed in advance. We will not be responsible for any negligent advice or other default on these third parties. Your cause of action will be direct against the third party, and you will have no cause of action against us. You will be responsible for payment of their fees of any third parties either through us or to them directly, together with VAT, office charges and disbursements as appropriate.

Where searches of public registers (e.g. Trade Register of the Chamber of Commerce, Land Registry, Insolvency Register) are undertaken as part of our work on any Matter, you acknowledge that the search results will be delivered to you by us on the assumption that the information held by the relevant registry is complete, accurate and up to date at the time the search was conducted.

In the context of our engagement, we will process certain personal data, meaning information about identifiable individuals, provided to us by you.

The personal data we process will vary, depending on the nature of your instructions to us, but may include personal information such as name, address, contact details, nationality, date of birth; details of accounting and financial information; employment information and history; sensitive personal data or sensitive categories of personal information as defined in the Data Protection Legislation, and criminal conviction or offences information. This personal data may be related to you, your representatives, employees and contact persons as well as other personal data provided by you. We will process this personal data as data controller. To the extent you provide personal data relating to other individuals, you do so as data controller.

We process personal data in accordance with our Privacy Statement, which is available on our website. We process the personal data for the following purposes: to provide legal or related services to you and to deal with enquiries that you may make or authorise; to contact you or appropriate persons within your organisation, or third parties in relation to our engagement; to procure third party services on your behalf in relation to our engagement; to comply with applicable laws and regulations, or to defend ourselves in claims under such laws, or where necessary to exercise our legitimate business interests; (where relevant) for other legal, administrative and management purposes such as audits and research. As a data controller, the Data Protection Legislation imposes on us obligations to implement appropriate security measures to protect the personal data that we process, and to put in place appropriate safeguards if such personal data is transferred outside the Netherlands and the European Economic Area.

Where we transfer personal data to service providers or advisers in other countries, we will do so on the basis that they will provide appropriate technical and organisational measures against unauthorised or unlawful processing of this personal data and its accidental loss, destruction or damage. However, such information may be accessible by law enforcement agencies and other authorities in those countries.

You warrant that you are entitled, under the Data Protection Legislation, to provide us with any personal data in the context of our engagement, and that our use of that personal data in accordance with these terms will not put us in breach of the Data Protection Legislation.

In our respective roles as data controller, you acknowledge that we are each independently required to comply with any lawful request to exercise a data subject right under the Data Protection Legislation. This could include requests from individuals to receive a copy of the personal data we hold about them, or for us to stop processing, or erase, their data.

To the extent that either of us is notified of a requirement to rectify inadequate or incomplete personal data, or to erase personal data, which is processed in the context of engagement, we will notify the other of that request.

We retain ownership of any and all copyright or other intellectual property rights in any documents and materials created by us for you (in whatever form) at all times. You will have the non-exclusive right to use those documents and materials for the purposes for which they have been prepared for you.

In order to be able to deliver the best advice to you we maintain a searchable internal know-how management system. You agree that we may keep hard and/or electronic copies of documents and other materials created or obtained in connection with your instructions within such system, subject always to our duty of confidentiality to you.

We will keep information about you and your affairs, which is not in the public domain, confidential unless you instruct us to disclose information, however, you agree that we may disclose your information: a) to your other professional advisers, unless you instruct us otherwise; b) in order to protect and/or defend ourselves in any actual or threatened legal, civil or regulatory proceedings; c) to store your electronic information in a protected cloud located within the EEA and hosted by a third party service provider; d) pursuant to mandatory applicable laws, governmental regulations, or rules or by any order of court of competent jurisdiction or arbitral tribunal; e) pursuant the rules and regulations of any stock exchange or recognized market place on which its shares are listed or quoted; and/or f) pursuant to any lawful and compelling enquiry by any governmental, official or regulatory or supervisory body.

You agree to keep information about us and our affairs which are not in the public domain confidential, however, we agree that you may disclosure our information: a) in order to protect and/or defend yourselves in any actual or threatened legal, civil or regulatory proceedings; b) to store our electronic information in a protected cloud located within the EEA and hosted by a third party service provider; c) pursuant to mandatory applicable laws, governmental regulations, or rules or by any order of court of competent jurisdiction or arbitral tribunal; d) pursuant the rules and regulations of any stock exchange or recognized market place on which its shares are listed or quoted; and/or e) pursuant to any lawful and compelling enquiry by any governmental, official or regulatory or supervisory body. You may also disclose such confidential information as necessary to your insurers, auditors and bankers and any other third party with our written consent, provided you impose an adequate duty of confidentiality on them.

We will use ordinary email to communicate with you and to send you documents. You acknowledge that communications sent by email are not secure.

We are obliged to comply with the Act on prevention of money laundering and terrorist financing (Wet ter voorkoming van witwassen en financieren van terrorisme). Pursuant to applicable law, we are required to carry out identity checks and perform other due diligence on clients and individuals related to the client. We carry out such checks at the outset of a Matter and throughout the course of the Matter. We may not be able to begin work on a particular Matter until we have completed such checks.

From time to time an actual or potential conflict may arise between your interests and our interests or the interests of another client. In such cases, where permissible and appropriate, we will seek to discuss the issue with you to determine the appropriate course of action.

We reserve the right to act for other clients on any matter in which you or your affiliates have an interest, provided that you or that affiliate has instructed another firm and in so acting, we do not breach any of our duties, including that of confidentiality.

We will only consider you a current client for conflict purposes where we are retained on at least one current Matter for you. A matter in respect of which a final bill has been submitted or a Matter which has been inactive for more than 12 months is not a current Matter for these purposes.

If you are a publicly traded company and subject to the disclosure and transparency rules imposed by the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the regulations promulgated thereunder, or the EU Market Abuse Regulation, or any equivalent under any other jurisdiction, then you agree to notify us promptly in circumstances where we are receiving inside information and confirm to us if you want us to keep part of your insider list (with details of our staff) on your behalf.

Please also inform us on each occasion that any previously disclosed inside information ceases to be inside information.

We will retain files and papers relating to our work on the Matter electronically and/or physically in accordance with applicable laws and regulations, after which they will be destroyed or returned to you. Please note that all of our internal working papers, such as notes, working drafts and internal communications and records belong to us and will be retained and/or destroyed by us in accordance with our normal procedures.

Various international sanctions, restrictions and requirements may apply and be binding on us and/or our insurers, insurance brokers, banks and third parties who may be involved in a Matter. Our professional indemnity insurance may be excluded or suspended in the event our insurers may be exposed to international sanctions, restrictions and requirements. If we become restricted or prevented in performing services for you, or our professional indemnity insurance is, or may be, excluded or suspended as a result of international sanctions, restrictions and requirements, we will not be liable to you and we reserve the right to immediately cease acting for you in such circumstances. We will notify you as soon as reasonably practicable and permissible should any such sanctions related event arise.

If any part of these Terms of Engagement or any other part of our agreement is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed and will be ineffective but without affecting any other provisions, which will remain in full force and effect.

These Terms of Engagement and any non-contractual obligations arising out of or in connection with them will be governed by the law of the Netherlands.

The courts of Amsterdam, the Netherlands have exclusive jurisdiction to determine any dispute arising out of or in connection with our engagement, these Terms of Engagement, and any non-contractual obligations.