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 Notary BV, established in Rotterdam, with offices at V erploegh Chasséplein 1, 3134 BZ Vlaardingen, registered in the Trade Register under number 24255497, also trading under the names MAES Notary BV, MAES Notary, MAES Notarissen and Basisnotarissen Rijnmond;

" Foundation ": Stichting Executele MAES notarissen, established in the Municipality of Rotterdam, with offices at V erploegh Chasséplein 1, 3134 BZ Vlaardingen, registered in the Trade Register under number 60029080;

“ KNB ”: Royal Dutch Association of Civil-Law Notaries, established 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” : Notarial Act;

“ WWFT ”: Act for the Prevention of Money Laundering and Terrorist Financing.

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 whether or not 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 are also stipulated for the benefit of third parties engaged in the execution of the assignment, including third parties with whom MAES Notaris has entered into a partnership, the foundation, as well as all candidate civil-law notaries and all other persons who work or have worked for or on behalf of MAES Notaris, including the shareholders and directors of MAES Notaris as well as the shareholders and directors of the holding companies of MAES Notaris, as well as their legal successors.

Article 2
Agreement of assignment

1. The assignment is deemed to have been given exclusively to and accepted 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 is created, that an assignment will be carried out by one or more specific individuals, this in no way precludes or limits MAES Notary's right to engage other individuals in the execution of the assignment.

2. Orders accepted in any way whatsoever 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 provided exclusively under these general terms and conditions and the services are provided exclusively on behalf of MAES notary.

3. The legal relationship between MAES Notary and the Client is a contract of assignment within the meaning of Article 7:400 et seq. of the Dutch Civil Code, whereby MAES Notary undertakes to provide certain services to the Client.

4. The agreement is entered into for an indefinite period, unless the content, nature or scope of the agreement indicates otherwise.

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

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

7. An assignment is also deemed accepted if no confirmation of the assignment has been received from the Client, if the Contractor has confirmed the assignment to the Client, or if the Client receives a draft deed prepared on behalf of MAES civil-law notary or a personal recommendation issued. The assignment is carried out solely 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 based on the hours spent on the assignment multiplied by the hourly rate normally charged by MAES Notary for the relevant case, plus third-party costs. The hourly rate is reassessed from time to time.

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

3. MAES Civil-Law Notary is also authorized to charge the Client for work performed that does not ultimately result in a notarial deed. The fee will be determined as stated above.

4. If the work of MAES Notary is based on a purchase agreement, MAES Notary will charge the fee in accordance with the provisions of the purchase agreement regarding the division of costs between the parties and, in the absence of such a provision in the purchase agreement, to the buyer.

5. MAES Notary is further entitled to charge the applicant costs for the issue of a copy and/or a copy of a deed or a duplicate of documents held by MAES Notary, including expressly invoices and statements.

6. MAES Notary is authorized to engage third parties in the execution of the assignment at the expense and risk of the Client. The selection of third parties to be engaged by MAES Notary will, where possible, be made in consultation with the Client and with due care. MAES Notary is not liable for any shortcomings of these third parties. The Client grants MAES Notary a power of attorney to enter into an agreement with the relevant third party for and on their behalf and to accept any limitations of liability stipulated by third parties for and on their behalf. Third-party costs are borne by the Client.

7. MAES notary may charge the Client office costs per file, with a maximum of 7% of the fee, plus VAT, or a fixed amount as a lump sum.

Article 4
Payment

1. Unless otherwise stated, the fee and any disbursements due must be in the possession of MAES civil-law notary no later than the date of signing the deed, and before the time of signing, if the deed involves monetary transactions. If this is not the case, an invoice must be paid within fourteen (14) days of dispatch.

2. All payments must be made without suspension and/or settlement.

3. MAES Notary is authorized to issue interim invoices. Disbursements and third-party invoices can be invoiced immediately.

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

5. MAES Notary is also authorized to charge an advance on fees and disbursements. These interim and advance invoices must also be paid within fourteen (14) days of dispatch.

6. The correctness of invoices and statements can only be disputed if this is done within thirty (30) days after 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 also owes interest on the principal amount and costs owed by the Client from the moment of default. The interest amounts to one (1) percent per month, with part of a month being considered a full month.

8. Unless the Client objects immediately in writing, MAES Notary is entitled to offset or use the distributable share in the balance on the quality account of MAES Notary to which the Client is entitled to pay what the Client owes to MAES Notary.

9. All extrajudicial costs associated with the collection of invoices shall be borne by the Client, as shall the legal costs. A minimum amount of fifteen percent (15%) of the amount to be collected shall be used. If the Client is a natural person not acting in the exercise of a profession or business, these extrajudicial costs shall, in deviation from the provisions of the preceding sentence, be calculated in accordance with the scale set out in the Decree on Extrajudicial Collection Costs, according to which decree these costs shall at all times amount to a minimum of forty euros (€40.00).

Article 5
Disbursement and management of funds

1. A claim against MAES Notary for the payment of money based on the legal act included in a deed cannot be assigned or pledged. Under the notarial professional and conduct rules, MAES Notary only pays money to the person acting as a party to the deed and/or who can claim payment based on the legal act included in the deed, unless these rules provide otherwise.

2. MAES Notary may retain funds in connection with the execution of assignments. MAES Notary will deposit these funds into a bank account as referred to in Article 25 of the Dutch Civil Code (WNA), the client account. MAES Notary is not liable if the bank fails to fulfill its obligations.

3. In accordance with Article 15 of the Professional Conduct Regulation (which regulation is based on Article 61 of the Dutch Civil-Law Notary Act), MAES Notary must reimburse the rightful owner for interest received on funds managed by it for a longer period, less costs. For clarification, for the purposes of this regulation, MAES Notary stipulates that it will pay interest if funds are managed by it for six (6) days or longer. If MAES Notary manages funds and the bank charges MAES Notary interest or other costs on those funds, MAES Notary will pass on that interest and costs to the rightful owner of those funds. The interest charged/to be charged by the bank on funds managed by MAES Notary will be calculated by MAES Notary at a fixed rate, unless otherwise agreed.

Article 6
Liability of MAES notary

1. If one or more errors are made in the work performed in execution of the assignment given to MAES Notary, the total compensation payable to the Client(s) and third parties in respect of that work will be limited to the amount to which MAES Notary is entitled under the professional liability insurance policy taken out, plus MAES Notary's deductible under that insurance policy. The applicable Code of Professional Conduct and Ethics contains minimum standards that the insurance must meet.

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

3. The limitation of liability described in paragraph 1 also applies in the event that MAES notary is liable for errors made by third parties engaged by it or for the improper functioning of equipment, software, data files, 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 wrongly refused its services and damage results from this.

5. Any right to compensation for damages shall in any event expire twelve months after the event from which the liability directly or indirectly arises; this does not exclude the provisions of Article 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, 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 working at, for or on behalf of MAES notary or with whom a partnership has been entered into, nor against directors of legal entities responsible for carrying out the work or with whom 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," prepared by the Royal Dutch Association of Civil-Law Notaries in consultation with the Consumers' Association and the Homeowners' Association. This brochure is available at www.knb.nl and can be provided by MAES Notary upon request.

2. When carrying out the assignment, MAES Notary will also comply with the provisions of the Money Laundering and Terrorist Financing (Prevention) Act (Wwft). In this regard, MAES Notary is obligated to conduct client due diligence, which includes, among other things, establishing and verifying identity. Furthermore, MAES Notary may be obligated, under this law, to report unusual situations or transactions to the Financial Intelligence Unit Netherlands (FIU Netherlands). By law, MAES Notary is not permitted to inform its Client of such a report. MAES Notary will never be liable for any damage a Client has suffered, is suffering, or will suffer as a result of an unjustified report under the Wwft, unless there is intent or gross negligence on the part of MAES Notary.

3. By placing the order, the Client confirms that he/she is aware of the aforementioned obligations arising from the WWFT and, to the extent necessary, grants permission to MAES notary to perform the necessary actions.

4. By placing the order, the Client also confirms that they are aware that MAES Notary collects data from those directly or indirectly involved in MAES Notary's services. The privacy statement, which explains how the firm handles personal data in accordance with the General Data Protection Regulation, can be found on the MAES Notary website.

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

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

2. The notary's complaints and disputes procedure also applies to the services provided by the notary.

3. If the Client has any complaints about the work performed by MAES Notary or about an invoice submitted by MAES Notary, they will first report these to a civil-law notary at MAES Notary. A complaints procedure is available upon request from MAES Notary.

4. If, in the Client's opinion, the complaint is not handled or not handled satisfactorily by MAES Notary, the Client has the option to contact, insofar as the complaint is as referred to in the Notarial Disputes Committee Regulations, the KNB Disputes Committee or, for disciplinary complaints, the relevant Chamber for the Notarial Profession (see also www.knb.nl and www.degeschillencommissie.nl). The Client is also entitled to apply to the civil court.

5. For the settlement of disputes by the civil court, only the Dutch court of the place of residence of MAES notary has jurisdiction, provided 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