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General terms and conditions of Legal Issue Management B.V.

  1. Legal Issue Management B.V. (“LIMBV”) is a limited liability company incorporated under the laws of the Netherlands. It has its registered office at Oegstgeest, the Netherlands.
  2. Your relationship with LIMBV and all advice and services rendered to you by LIMBV shall be exclusively governed by the present General terms and conditions and the terms of the Engagement letter to which these General terms and conditions are attached, and no other contractual terms shall apply thereto, irrespective of whether they form part of (sets of) general terms and conditions used by you or by LIMBV.
  3. The terms set out in the Engagement letter and in these General terms and conditions are mutually explanatory: however, should there be a conflict between the terms and conditions contained in the Engagement letter and those contained in the present General terms and conditions, then the relevant terms and conditions set out in the Engagement letter shall prevail to the extent required to resolve such conflict.
  4. Instructions to LIMBV or any of its directors, employees or staff constitute instructions to LIMBV only. Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code are expressly excluded.
  5. Unless otherwise specified in the Engagement letter, fees will be calculated by multiplying the time spent in rendering the advice or services concerned by the applicable hourly rate set out in the Engagement letter. LIMBV reserves the right to periodically revise that hourly rate to take account of increases in operating costs and trend-related increases. Expenditure incurred and disbursements made in connection with the Engagement will be charged separately, at cost. In principle, billing will be monthly in arrears, but LIMBV reserves the right to require payment of a retainer or to request you to pay certain third-party charges directly to the third party concerned.
  6. Unless otherwise specified in the Engagement letter or the pertinent invoice, amounts invoiced are due in full, without deduction or offset, within 14 days of submission of the pertinent invoice. Without prejudice to LIMBV’s further rights in contract or at law, in case of late payment, in whole or in part, of any amount invoiced, LIMBV shall be entitled to suspend performance of all work, advice and services under any Engagement letter(s) with you, and to payment of statutory interest and extra judicial debt recovery costs.
  7. Except as otherwise agreed in writing in the Engagement letter, e-mail and other data traffic will be sent unencrypted. LIMBV shall not be liable for any loss or damage caused by such unencrypted transfers. LIMBV shall furthermore not be liable for the incorrect or incomplete transfer of electronic data or other information or for any delay in the transfer of such electronic data or other information.
  8. Without prejudice to clause 7 above, LIMBV’s liability for any loss or damage caused in connection with the Engagement shall be limited to any amount actually paid out under its professional liability insurance in respect of the Engagement, net of any applicable insurance deductibles and costs incurred by LIMBV in securing payment under the terms of such insurance, and you hereby agree to waive liability for any loss or damage exceeding such amount. LIMBV shall not be liable for the acts or omissions of third parties engaged by it in the performance of services in support of the Engagement, and you hereby agree to release LIMBV of all liability for any such acts or omissions. In no event shall directors, employees or staff of LIMBV be personally liable to you for any act or omission in connection with the Engagement, and you hereby agree to release each of them from all liability for any such acts or omissions.
  9. Without prejudice to clauses 7 and 8 above and to Article 6:89 of the Dutch Civil Code, any entitlement to damages expires upon the first anniversary of the event that directly or indirectly gave rise to such entitlement.
  10. Articles 7, 8 and 9 of these General terms and conditions shall enure to the benefit of all directors, employees or staff of LIMBV, who may invoke those terms and conditions directly as if they were parties to the agreement that incorporates them.
  11. LIMBV’s advice and services shall be for your benefit only, and may not be relied upon by anyone else. Any work product created in connection with the Engagement may similarly only be used by yourself, and may not be shared with or relied upon by any third party without in each case, LIMBV’s prior written approval.
  12. Your relationship with LIMBV shall be exclusively governed by Netherlands law, without reference to any conflict of law provisions that would refer the matter to a different law. Any disputes arising out of or in connection with the said relationship shall be subject to the exclusive jurisdiction of the competent courts of The Hague, the Netherlands.