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General terms and conditions

A. General

1. In these general terms and conditions: ‘Practice’: a. Lentink Accountants and Tax Advisers, a partnership of private limited liability companies (‘practices’) having its official seat in Huizen and Almere. A list of partners is available on request; or b. Kreston Lentink Audit B.V. Client: The natural person or legal entity which has engaged the Practice to perform activities under a contract as defined by B.1. of these terms and conditions. 2. Notwithstanding the provisions of Article 404 and Article 407(2) of Book 7 of the Dutch Civil Code, all engagements are deemed to have only been accepted and performed by the Practice. 3. All provisions in these general terms and conditions are intended for the Practice’s partners as well as the directors of the practices (Practice’s partners) and all the Practice’s employees.

B. Applicability

1. These general terms and conditions govern all contracts whereby the Practice is engaged to perform activities, to all ensuing and/or related contracts between the Client and Practice or, as the case may be, their legal successors, as well to all offers and proposals made by the Practice. 2. Any provisions deviating from or additional to these terms and conditions are effective if and in so far as they have been expressly confirmed in writing by the Practice to the Client. 3. The applicability of the Client’s general terms and conditions is specifically excluded by the Practice.

C. Commencement and term of contracts

1. The contract is concluded and commences upon the Client’s acceptance of the proposal made by the Practice. 2. The proposal is deemed accepted when the Client has, among other things, released or made data and information documents available for inspection. 3. Parties are at their liberty to provide other evidence that the contract has been concluded. 4. The contract is concluded for an indefinite period of time unless it can be assumed from the nature or tenor of the contract that it has been concluded for a finite period of time.

D. Data and information

1. The Practice is only required to perform or continue performing the contract if the Client provides all data and information requested by the Practice in a timely manner and in the form and manner required by the Practice. The Client is responsible for any expenses arising because it has failed to provide such data or information in a timely manner or as requested. 2. The Client is required to inform the Practice forthwith of any facts and circumstances which may be relevant to the performance of the contract. 3. The Client warrants for and represents the accuracy, completeness and reliability of the information provided by or on its behalf to the Practice, including information originating from third parties. 4. Any additional costs and fees due to delays in performing the engagement as a consequence of the fact that the information was not provided, not provided in time, or not provided properly, will be borne by the Client.

E. Performance of engagement

1. The Practice determines how and by whom the engagement will be performed while taking the Client’s specified requirements into account as much as possible. 2. The Practice may have certain activities performed by third parties without informing the Client. The Practice will discuss the engagement of any third parties with the Client in advance as far as possible. The Practice cannot be held liable for any failings on the part of these third parties and may accept a limitation of such third parties’ liability on behalf of the Client without being required to discuss this with the Client in advance. 3. The Practice performs the engagement in accordance with the applicable professional rules and codes of conduct (NBA (NIVRA, NOVAA) and NOB), which constitute part of the contract, and in accordance with the law. A copy of these professional rules and codes of conduct is available on request. The Client herewith undertakes to respect the Practice’s obligations arising therefrom. 4. The Practice will perform the activities to the best of its ability and with due professional care; nevertheless, the Practice cannot be held accountable for achieving any intended result. 5. The provision of services by the Practice is subject to the Money Laundering and Terrorist Financing (Prevention) Act [Wet ter voorkoming van witwassen en financieren van terrorisme]. In the event that the work reveals indications of fraud, the Practice will notify the Client of this. In doing so, the Practice is bound by the applicable legislation and regulations, and the regulations and guidelines issued by the various professional organisations.

F. Confidentiality and exclusivity

1. The Practice is required to treat the data and information provided by the Client confidentially vis-à-vis third parties who are not involved in performing the contract. 2. This obligation does not apply in so far as the Practice has a statutory or professional disclosure duty, including the disclosure duty under the Money Laundering and Terrorist Financing (Prevention) Act [Wet ter voorkoming van witwassen en financieren van terrorisme] and other Dutch and international regulations of a similar tenor or in so far the Client releases the Practice from its duty of confidentiality. This stipulation does not prevent the discussion of said information among colleagues within the Practice’s firm in so far the Practice deems such discussion necessary for the proper performance of the contract or the due fulfilment of its statutory and professional obligations. 3. The Client and Practice will communicate, at the request of either one of them, by means of email during the performance of the contract. Both the Client and the Practice recognise that there are risks to the use of email such as – but not limited to – data corruption, delay and viruses. The Client and Practice herewith warrant not to hold each other liable for any damage incurred by either one of them as a result of using email. Both the Client and Practice will take all measures and avoid all actions which can reasonably be expected of them to prevent such risks. In the event of doubt about the accuracy of the email received by the Client or the Practice, the content of the email sent by the sender will be decisive. 4. After their processing, the Practice may use the numerical results obtained, on the proviso that they cannot be traced to individual Clients, for statistical or similar purposes. 5. The Practice may, if it represents itself in disciplinary, civil or criminal proceedings, use the data and information provided by or on behalf of the Client and other data and information to which it has become privy in the performance of the engagement in so far as it can be reasonably deemed relevant to the case by the Practice.

G. Intellectual property

1. The Practice reserves all rights to the products of the mind used in the performance of the contract with the Client in so far as a legal right rests or can be established on such products. 2. The Client may not reproduce, disclose or use these products in any form, including computer programs, system designs, working methods, advice, actual and sample contracts and other products of the mind, irrespective of the employment of third parties, without the Practice’s express prior written permission.

H. Force majeure

1. If the Practice is unable to fulfil its obligations under the contract properly, in a timely manner or at all on account of circumstances beyond its control, including but not limited to an interruption of its business operations, its obligations will be suspended until the Practice is again able to fulfil them according to the contract. 2. The Client may, in the event that the aforesaid situation materialises, terminate all or any part of the contract in writing with immediate effect, without any right to compensation.

I. Fee

1. The Client will pay the Practice a fee and out-of-pocket expenses based on the Practice’s regular rates, calculation methods and work procedures. 2. The Practice may, before and during the performance of the activities, suspend the performance of the activities until the Client has made a fair and reasonable advance payment to the Practice for the activities to be performed or has provided security therefor. 3. The fee charged by the Practice may consist of a previously established amount per engagement and/or may be calculated based on rates per unit of time worked by the Practice, and is payable as and when the Practice performs work for the Client. 4. In the event that a fixed amount per engagement is agreed upon, the Practice is entitled to charge a rate per unit of time worked by the Practice, if and to the extent that the work done exceeds the work provided for in the engagement. This rate is also payable by the Client. 5. In the event that wages and/or prices change after a contract has been concluded but before the engagement has been completed, the Practice is entitled to adjust the agreed rate accordingly, unless the Client and the Practice have made other agreements with respect to this. 6. The Practice fee, including where necessary any expenses and invoices from third parties who have been engaged, and including any VAT due, will be charged to the Client on a monthly, quarterly or annual basis or following completion of the work.

J. Payment

1. The Client must pay the entire invoice sum in Euro to the bank or giro account stated on the invoice within fourteen (14) days of the invoice date. 2. If payment is not received in full by that time, the Client is in default and the Practice may, without a demand or notice of default being required, charge statutory interest from the due date until the date that the sum is paid in full, without prejudice to the Practice’s other rights in this respect. 3. All court and extrajudicial collection costs incurred by the Practice are for the Client’s account. This also applies in so far as these costs exceed the cost of the court order. 4. If the Practice believes that the Client’s financial position or payment record warrants it, The Practice may require the Client to provide security/additional security in a form to be determined by the Practice. If the Client fails to provide the requested security, the Practice may without prejudice to its other rights immediately suspend the further execution of the contract. All of the fees that the Client owes the Practice on any account whatsoever will be immediately due and payable. 5. In the event of a joint engagement, the Clients are jointly and severally liable for payment of the invoice amount in so far as the work was performed for the joint Clients.

K. Complaints

1. A complaint in respect of the activities performed/invoice sum must be notified to the Practice in writing within 30 days of the date of dispatch of the documents or information in respect of which the Client is lodging a complaint or, if the Client demonstrates that it could not have reasonably discovered the defect any earlier, within 30 days of discovering the defect. 2. A claim in this sense does not suspend the Client’s obligation to make payment. 3. If the complaint is not lodged in a timely manner, all of the Client’s rights with respect to the complaint will lapse.

L. Liability

1. The Practice is only liable to the Client for any non-performance of the engagement in so far as the damage is a direct consequence of an attributable failure to perform the engagement, and this  failure consists of a failure to exercise the due care and expertise that may be expected in  the performance of the engagement. Nevertheless, the Practice cannot be held liable (save for gross negligence or malicious intent) for the following:

    • damage incurred by the Client or third parties resulting from the provision of inaccurate or incomplete data or information by the Client to the Practice or otherwise resulting from the Client’s actions or omissions;
    • damage incurred by the Client or third parties resulting from the actions or omissions of agents employed by the Practice (not including the Practice’s own employees), also if they are employed by a firm associated with the Practice;
    • indirect consequential loss or damage incurred by the Client.

2. The Practice cannot be held liable for failures in the activities performed by subordinate non-executive employees resulting from their gross negligence or malicious intent. 3. Any liability on the part of the Practice for a failure in the performance of the contract and for a wrongful act is limited to the amount paid out under the firm’s professional liability policy in the matter concerned, plus the amount of the excess which under the policy conditions is not borne by the insurer. If the relevant professional liability policies do not fully cover the damage in the case of the aforesaid failures, the liability is limited to three times the amount that the Client has paid and/or must pay to the Practice in accordance with the fee set out in I (exclusive of VAT) for the activities to which the damaging event relates or is connected, with a maximum of three hundred thousand euros ( € 300,000). 4. Any claim for these damages must be lodged with the Practice within twelve months of when the Client discovers or could reasonably have discovered the damage; failing that, the right to damages is null and void. 5. The Practice may at any time, if and in so far as is possible, remedy or limit the damage to the Client by repairing or improving the defective product. 6. The Client must indemnify and hold the Practice harmless from all claims from third parties – including shareholders, managing directors, supervisory directors and employees of the Client as well as related legal entities and businesses and others involved in the Client’s firm – arising from or related to the activities performed by the Practice for the Client, unless and to the extent that such claims result from the Practice’s gross negligence or malicious intent. 7. The Client indemnifies the Practice in particular against claims from third parties for damage caused by the Client providing incorrect or incomplete information to the Practice, unless the Client demonstrates that the damage is not related to culpable acts or omissions on its part, or is caused by intent or gross negligence on the part of the Practice. 8. The Client indemnifies the Practice against all possible claims of third parties in the event that the Practice is compelled on the basis of the law and/or its professional rules to return the engagement and/or is compelled to cooperate with government agencies that are entitled to receive information, whether solicited or unsolicited, that the Practice has received from the Client or third parties in the fulfilment of the contract.

M. Expiry period

Unless otherwise stated in these general terms and conditions, any rights of action whatsoever by the Client against the Practice in conjunction with the Practice’s performance of activities expire one year after the Client becomes aware of or could reasonably have become aware of the existence of such rights.

N. Termination

1. The Client and Practice may terminate the contract at any time. 2. The other party must be provided with the notice of termination in writing. 3. If and in so far as the Practice terminates the contract, it is required to explain its reasons for terminating the contract to the Client and to satisfy the Client’s requirements under the circumstances.

O. Right of suspension

1. The Practice may suspend the fulfilment of all its obligations, including the provision of documents or other materials to the Client or third parties, until all debts due and payable by the Client have been paid in full. 2. The aforesaid does not apply to the Client’s materials and documents which have not yet been processed by the Practice.

P. Governing law and competent court

1. All contracts between the Client and Practice governed by these general terms and conditions are governed by the laws of the Netherlands. 2. All disputes relating to the legal relationship between the Practice and the Client to which these general terms and conditions apply, will be submitted to the competent court in the district in which the Practice has its registered office. 3. In derogation of the above, the Client and Practice may choose to resolve their disputes in another manner.