General terms and conditions

HARVEYBLOOM ADVOCATEN COÖPERATIE U.A. (v27072022)

1. HarveyBloom Advocaten Coöperatie U.A. (hereinafter: the cooperative) is a cooperative with excluded liability under Dutch law, established in The Hague.

2. All engagements are accepted and performed exclusively by the cooperative, even where it is expressly or implicitly intended that an engagement be performed by a particular natural or legal person. A person instructing the cooperative (hereinafter: the client) cannot derive any rights in this respect from Articles 7:404 and 7:407(2) of the Dutch Civil Code.

3. These general terms and conditions apply for the benefit not only of the cooperative but also of all natural and legal persons who work or have worked for the cooperative in any capacity, including its members and Stichting Beheer Derdengelden HarveyBloom Advocaten, and the heirs of those persons. All of them may invoke these general terms and conditions.

4. These general terms and conditions apply to every engagement, additional engagement and follow-up engagement.

5. The cooperative is entitled to engage third parties in performing an engagement. The cooperative is not liable for any shortcomings on the part of such third parties. The cooperative may accept any limitations of liability stipulated by those third parties, including on behalf of the client. These general terms and conditions are also stipulated for the benefit of those third parties.

6. The cooperative may invoke its right of non-disclosure and its duty of confidentiality regardless of the client's position on the matter.

7. Any liability in connection with an engagement, including liability based on an unlawful act, is limited to the amount paid out in that matter by the professional indemnity insurer, increased by the amount of the cooperative's deductible under the applicable policy conditions. If and to the extent that, for any reason, no payment is made under that insurance, liability is limited to the fees charged by the cooperative in connection with the engagement concerned, subject to a maximum of thirty thousand euros, including VAT.

8. The cooperative is never liable for indirect loss, consequential loss or business loss.

9. Engagements entrusted to the cooperative are performed exclusively for the benefit of the client. Third parties cannot derive any rights from the content of the work performed or, more generally, from the manner in which those engagements are or are not performed. Rights arising from an engagement and claims against the cooperative cannot be transferred to third parties under any title (a prohibition on assignment having effect under property law).

10. The client is not entitled to invoke full or partial dissolution of the engagement agreement, nor is the client entitled to compensation for any disadvantage within the meaning of Article 6:230 of the Dutch Civil Code.

11. The client indemnifies the cooperative against any liability towards third parties arising from or otherwise connected with the engagement, unless the liability was caused by intent or gross negligence on the part of the cooperative.

12. The client may no longer rely on a defect in performance unless the client has complained to the cooperative in writing within a reasonable time, and in any event within three months after discovering the defect or reasonably having been able to discover it.

13. The first invoice is payable immediately, and each subsequent invoice is payable within fourteen days.

14. If an invoice sent to the client is not paid on time, the cooperative is entitled to suspend its services until payment has been made in full.

15. The cooperative is entitled to set off advances paid by or on behalf of the client against outstanding invoices, regardless of the matter in which an advance was paid or the matter in which an invoice remains outstanding against the client.

16. The cooperative is entitled to set off any claim it has against the client, including a conditional or reasonably foreseeable claim, against any amount that it or Stichting Beheer Derdengelden HarveyBloom Advocaten owes or will owe to the client.

17. The client is not entitled to suspend payments or to set off invoices received from the cooperative.

18. If any provision of these general terms and conditions is void or voidable, the remaining provisions remain unaffected, and the provision concerned will be given a meaning that corresponds as closely as possible to its original meaning.

19. These general terms and conditions have been drawn up in Dutch and English. In the event of a difference between the English and Dutch texts, the Dutch text prevails and is binding.

20. The cooperative is entitled to amend these general terms and conditions unilaterally. The most recent version of the general terms and conditions is available on the cooperative's website (www.harveybloomadvocaten.nl).

21. The legal relationship between the client and the cooperative is governed by Dutch law. Disputes shall be adjudicated exclusively by the court having jurisdiction at The Hague District Court, The Hague location.