General terms and conditions

Definitions

In these general terms and conditions the following terms are understood to mean:

“MAES notary”: the private limited liability company MAES notaris B.V., having its corporate seat in Rotterdam, with its office address at 3134 BZ Vlaardingen, Verploegh Chasséplein 1, registered in the trade register under number 24255497, also trading under the names MAES notaris B.V., MAES notaris, MAES notarissen and Basisnotarissen Rijnmond;

"Foundation": Stichting Executele MAES notarissen, having its corporate seat in the Municipality of Rotterdam, with its office address at 3134 BZ Vlaardingen, Verploegh Chasséplein 1, registered in the trade register under number 60029080;

“KNB”: Royal Notarial Professional Organisation (Koninklijke Notariële Beroepsorganisatie), having its office address at Spui 184, 2511 BW The Hague;

“Client”: the client, being one or more natural persons or legal entities who instruct MAES notary to perform work;

“WNA” : Notaries Act (Wet op het notarisambt);

“WWFT”: Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme).

Article 1
Applicability of these general terms and conditions

1. These terms and conditions apply, to the exclusion of any other general terms and conditions, to all quotations issued by MAES notary, accepted assignments, any follow-up assignments that may or may not be related to the previous assignment, and all other activities of MAES notary, as well as to all other legal relationships between MAES notary and third parties.

2. These general terms and conditions have also been stipulated for the benefit of third parties who have been engaged in the execution of the assignment, including third parties with whom MAES notary has entered into a partnership, the foundation, as well as all candidate civil-law notaries and all other persons who are or have been working for or on behalf of MAES notary, including the shareholders and directors of MAES notary as well as the shareholders and directors of the holding companies of MAES notary, as well as their legal successors.

Article 2
Engagement agreement

1. The instruction is deemed to have been given to and accepted exclusively by or on behalf of MAES notary and the services are provided exclusively on behalf of MAES notary. If it is the (tacit) intention, or the expectation has been created, that an assignment will be carried out by one or more specific persons, this does not in any way exclude or limit the right of MAES notary to engage other persons in the execution of the assignment.

2. The assignments that are accepted in any way by or on behalf of the foundation
are also deemed to have been given to and accepted by or on behalf of MAES notary and the services are exclusively provided under these general terms and conditions and the services are exclusively provided on behalf of MAES notary.

3. The legal relationship between MAES notary and the Client is an engagement agreement within the meaning of Section 7:400 et seq. of the Dutch Civil Code, whereby MAES notary undertakes to provide certain services to the Client.

4. The engagement agreement is entered into for an indefinite period, unless the content, nature or purport of the assignment dictates otherwise.

5. If an instruction is given by more than one (1) person, each of them is jointly and severally liable for the amounts owed to MAES notary on account of that instruction.

6. In the event of the death of the Client, his rights and obligations shall pass to his successors by universal title.

7. An assignment is also considered accepted if no assignment confirmation has been received from the Client, if the assignment has been confirmed by MAES notary to the Client, if the Client receives a draft deed made on behalf of MAES notary or a personal advice issued. The execution of the assignment provided takes place exclusively for the benefit of the Client. Third parties cannot derive any rights from the content of the work performed.

Article 3
Fees and costs

1. Unless otherwise agreed, the fee is determined on the basis of the hours spent on the assignment to be multiplied by the hourly rate customarily charged by MAES notary for the case in question, plus costs of third parties. The hourly rate is redetermined from time to time.

2. MAES notary may not charge the costs of its work to another assignment, another part of the assignment or a person other than the Client.

3. MAES notary is also authorized to charge the Client for the work that is performed, without ultimately leading to a notarial deed. The fee is hereby determined as set out above.

4. If the work of MAES notary is based on a purchase agreement, MAES notary will charge the fee in accordance with what is stipulated in the purchase agreement about the division of the costs between the parties and in the absence of such a provision in the purchase agreement with the buyer.

5. MAES notary is also entitled to issue to the applicant a copy and/or gross of a deed or duplicate of documents held by MAES notary, expressly including bills and invoices, to charge costs to the applicant.

6. MAES notary is authorized to engage third parties in the execution of the assignment at the expense and risk of the Client. The choice of third parties to be engaged by MAES notary will, where possible, take place in consultation with the Client and with due care. MAES notary is not liable for any shortfall of such third parties. The Client provides MAES notary with a power of attorney to enter into an agreement for and on behalf of him with the relevant third party and to accept any limitations of liability stipulated by third parties for and on behalf of him. Costs of third parties are for the account of the Client.

7. MAES notary will be able to charge office costs per file to the Client, with a maximum of 6% of the fees, plus VAT, or a fixed amount by way of a lump sum.

Article 4
Payment

1. The fees due and any disbursements must, unless otherwise stated, be in the possession of MAES notary no later than the date of signing the deed, and before the time of signing, if the deed is linked to monetary transactions. If the latter is not the case, an invoice must be paid within fourteen (14) days after being sent.

2. All payments must be made without suspension and/or set-off.

3. MAES notary is authorized to issue interim invoices. Disbursements and declarations from third parties can be charged immediately.

4. MAES notary reserves the right to adjust agreed (hourly) rates annually as of January 1.

5. Furthermore, MAES notary is authorized to charge an advance on fees and disbursements. These interim and advance invoices must also be paid within fourteen (14) days after they have been sent.

6. The accuracy of bills and invoices can only be disputed if this is done within thirty (30) days of the invoice date.

7. If a payment term is exceeded, the Client is in default and liable for all costs incurred by MAES notary in connection with the collection. The Client will also owe interest on the principal sum and costs owed by the Client from the moment of default. The interest rate is one (1) percent per month, with part of a month counting as a full month.

8. Subject to immediate written objection from the Client, MAES notary is entitled to set-off the distributable share in the balance on the escrow account of MAES notary to which the Client is entitled to set-off or to use (or have used) to pay what the Client owes to MAES notary.

9. All extrajudicial costs related to the collection of the invoices are borne by the Client, as well as the judicial costs. The minimum amount is an amount of fifteen percent (15%) of the amount to be collected. If the Client is a natural person who is not acting in the exercise of a profession or business, these extrajudicial costs will be calculated, contrary to the provisions of the previous sentence, in accordance with the scale from the Extrajudicial Collection Costs Decree (Besluit Buitengerechtelijke Incassokosten), according to which these costs will always amount to at least forty euro (€ 40.00).

Article 5
Payment and management of funds

1. A claim against MAES notary due to the payment of money on the basis of the legal act included in a deed cannot be assigned or pledged. On the basis of the notarial rules of professional conduct, MAES notary only pays money to the person who acts as a party to the deed and/or can claim payment on the basis of the legal act included in the deed, unless these rules indicate otherwise.

2. MAES notary may retain funds in its possession in the context of the performance of assignments. MAES notary will deposit these funds into a bank account as referred to in Section 25 WNA, the escrow account. MAES notary is not liable if the bank fails to fulfil its obligations.

3. In accordance with Section 15 of the Professional and Conduct Rules Regulation (which Regulation is based on Section 61 WNA), MAES notary must reimburse the entitled party for the interest received on funds that are under its management for a longer period, after deduction of the costs. For the purposes of clarity, MAES notary establishes for the purposes of this regulation that it will pay interest if funds are in its custody for six (6) days or longer. If MAES notary manages funds and the bank charges interest or other costs on those funds at MAES notary, MAES notary will pass on that interest and costs to the person entitled to those funds. The interest charged/to be charged by the bank on funds that are managed by MAES notary will be charged by MAES notary on a flat-rate basis, unless otherwise agreed.

Article 6
Liability of MAES notary

1. If one or more errors have been made in the work that is carried out in the execution of the assignment given to MAES notary, the total compensation to be paid to the Client(s) and third parties with regard to that work is limited to the amount to which MAES notary is entitled to payment on the basis of the professional liability insurance taken out, plus the deductible of MAES notary according to that insurance. The applicable professional and conduct rules include minimum standards that the insurance must meet.

2. If MAES notary does not have any coverage under insurance for the damage, the liability is limited to an amount of up to € 10,000.

3. The limitation of liability described in paragraph 1 also applies in case MAES notary is liable for errors by third parties engaged by MAES notary or for the improper functioning of equipment, software, databases, registers or other items used by it in the execution of the assignment, without exception.

4. The limitation of liability as described in paragraph 1 also applies if MAES notary has wrongfully refused its services and damage results from this.

5. Any right to compensation shall in any case lapse twelve (12) months after the event from which the liability arises directly or indirectly; this does not exclude the provisions of Section 6:89 of the Dutch Civil Code.

6. The limitation of liability as referred to in this article also applies if a message sent digitally is not transmitted and/or received correctly or completely or on time.

7. Any claim for damages cannot be brought against employees, civil-law notaries, shareholders and directors of MAES notary, and other persons who work at, for or on behalf of MAES notary or with whom a partnership has been entered into, nor against directors of legal entities that are responsible for carrying out the work or with which a partnership has been entered into.

Article 7
Applicable professional and conduct rules, WWFT and GDPR

1. MAES notary adheres to all existing professional and conduct rules. An explanation of these rules can be found in the consumer brochure 'Rules for notaries and consumers', drawn up by the KNB in consultation with the Consumers' Association (Consumentenbond) and the Homeowners' Association (Vereniging Eigen Huis). This brochure can be found on www.knb.nl and can be provided by MAES notary on request.

2. When carrying out the assignment, MAES notary will also take into account the provisions of the WWFT. In connection with this, MAES notary is obliged to carry out a client investigation, which investigation includes establishing and verifying the identity. MAES notary may also be obliged, in connection with the aforementioned legislation, to report situations or transactions of an unusual nature to the Financial Intelligence Unit-Netherlands (FIU Netherlands). According to the law, MAES notary may not inform its Client of such a notification. MAES notary will never be liable for damage that a Client has suffered, suffers, or will suffer as a result of an unjustly made report in the context of the WWFT, unless there is intent (opzet) or gross negligence (grove schuld) on the part of MAES notary.

3. By issuing the assignment, the Client confirms that he is familiar with the aforementioned obligations arising from the WWFT and the Client grants, insofar as necessary, permission to MAES notary for the execution of the necessary actions.

4. By providing the assignment, the Client also confirms that he is aware of the fact that MAES notary collects data from those who are directly or indirectly involved in the services of MAES notary. The website of MAES notary contains the privacy statement that explains how the office handles personal data in the context of the General Data Protection Regulation (Algemene Verordening Gegevensbescherming).

Article 8
Applicable law, complaints and dispute procedure, dispute resolution

1. The assignment, the services and any liability are exclusively governed by Dutch law.

2. The services provided by the civil law notary are also subject to the Complaints and Disputes Procedure for the Notarial Profession (klachten- en geschillenregeling notariaat).

3. If the Client has complaints about the work performed by MAES notary, or about an invoice submitted by MAES notary, he will first report these to a civil law notary of MAES notary. A complaints procedure can be requested from MAES notary.

4. If, in the opinion of the Client, the complaint is not handled by MAES notary or is not handled in a sufficiently satisfactory manner, the Client has the option to turn to, insofar as it concerns a complaint as referred to in the Notarial Disputes Committee Regulations, the KNB Disputes Committee or, for disciplinary complaints, the relevant Chamber of Notaries (see also www.knb.nl and www.degeschillencommissie.nl). The Client is also entitled to apply to the civil courts.

5. For the settlement of disputes by the civil court, only the Dutch court of the place of residence of MAES notary is competent, on the understanding that the Client is also entitled to turn to the Disputes Committee in accordance with the previous paragraphs.

Filed by MAES notary on September 1, 2022