1. Application of these terms

1.1 CMS Derks Star Busmann N.V. is a Dutch public limited company, practicing the profession of attorney-at-law, attorney of record, civil law notary, patent agent and tax consultant.

1.2 These terms shall apply to all - and subsequent - instructions to CMS Derks Star Busmann, as well as to the legal relationships arising from or in connection with these instructions.

1.3 These terms have also been stipulated for those (legal) entities and third parties, that are, either directly or indirectly, involved in any way in the services provided by CMS Derks Star Busmann.

2. Assignment

2.1 All assignments are considered to be given to and acceptedby CMS Derks Star Busmann, even if it was the explicit or tacit intention that the assignment was to be carried out by a particular person. Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code ("Burgerlijk Wetboek") are excluded from the agreement between CMS Derks Star Busmann and the client.

2.2 The client will indemnify CMS Derks Star Busmann against any and all claims from third parties, including (without limitation) reasonable costs of legal assistance, connected in any way with the services provided by CMS Derks Star Busmann to the client, unless such claims are a result from gross negligence or intentional omission of CMS Derks Star Busmann.

3. Fees and Disbursements

3.1 Costs of the services provided by CMS Derks Star Busmann include fees and disbursements.

3.2 Unless otherwise expressly agreed, the fees will be calculated by reference to the time spent by each of our fee earners on the matter, and their relevant hourly rates on the matter.

3.3 Our hourly rates will be calculated by reference to the basic hourly rate, which is reviewed by CMS Derks Star Busmann from time to time; this basic hourly rate will be multiplied by a factor, which depends on the expertise or specialist knowledge of the fee earner involved, the value of the property or subject matter and the speed at which action must be taken.

3.4 Unless otherwise expressly agreed, CMS Derks Star Busmann is entitled to review the abovementioned basic hourly rates, even during the course of an assignment.

3.5 If the basic hourly rate is raised by a single increase of 10% or more, or within 3 months of the commencement of an assignment, the client may terminate the assignment. This right shall abandon on the expiration of the payment term of the first invoice including the rate increase.

3.6 Disbursements are costs actually incurred by CMS Derks Star Busmann on behalf of the client (such as court fees, bailiff's expenses, travel expenses, costs for obtaining extracts etc.) and office expenses, which will be charged at a fixed percentage of 5% of the (total amount of the) fees.

4. Billing arrangements

4.1 The services provided and disbursements will be charged at the end of each month.

4.2 All payments will be due within 14 days.

4.3 If the invoice is not paid within the payment term, statutory interest will be due (on the amount outstanding).

4.4 In case of non-payment, even after demand for payment, all (extra-) judicial collection costs will be due, which costs amount to at least 15% of the invoice, and shall not be less than € 50.

4.5 If any invoice or advance payment, is not paid within the payment term, CMS Derks Star Busmann has the right to suspend all services after (prior) notification to the client. CMS Derks Star Busmann shall not be liable for any damages as a consequence of this suspension of services.

5. Advance payment

CMS Derks Star Busmann has the right to require a fee in advance before commencing the assignment. Advanced fees shall be applied against any and all amounts owed by the client to CMS Derks Star Busmann on completion of the assignment.

6. Liability

6.1 CMS Derks Star Busmann has arranged professional liability insurance for amounts that exceed the amounts prescribed by the Netherlands Bar Association ("Nederlandse Orde van Advocaten") and the Royal Notarial Association ("Koninklijke Notariële Beroepsorganisatie").

6.2 Any liability shall be limited to the amount, which is paid out under the relevant contract of insurance in the matter concerned, plus the amount of the excess, which under this contract of insurance in the matter concerned is borne by CMS Derks Star Busmann. If payment under the aforesaid insurance for whatever reason will not take place, any liability shall be limited to an amount equal to two times the fee, which has been charged in the matter concerned in the twelve months before the liability causing event, with a maximum of € 450.000.

6.3 If the assignment requires the engagement by CMS Derks Star Busmann of any (legal) entity or third party, which does not form part of CMS Derks Star Busmann, to provide services in connection with the matter concerned, CMS Derks Star Busmann shall not be liable for any acts or omissions of such (legal) entity or third party.

6.4 (Legal) entities or third parties engaged in connection with the matter concerned may want to limit their liability. All instructions given to CMS Derks Star Busmann imply the right to accept such a limitation of liability on behalf of the client.

6.5 If in connection with the matter concerned or otherwise any damage is caused to objects or persons CMS Derks Star Busmann is liable for, such a liability will be limited to the amount, which is paid out under the relevant contract of insurance in the matter concerned, plus the amount of the excess, which under this contract of insurance in the matter concerned is borne by CMS Derks Star Busmann.

6.6 Without prejudice to the provision of article 6:89 of the Dutch Civil Code ("Burgerlijk Wetboek") any claim for damages will be considered abandoned if this claim has not been brought before the competent court within one year after the facts on which the claim is based are known or could have reasonably been known.

7. Storage of documents

Except for the notarial files, in relation to which separate statutory custody guidelines apply, client files will be stored for at least ten years, after which CMS Derks Star Busmann is entitled to dispose of the file.

8. Law and Jurisdiction

8.1 The legal relationship between CMS Derks Star Busmann and her clients shall be subject to and governed by the Laws of the Netherlands.

8.2 Any dispute between CMS Derks Star Busmann and a client shall be subject to the exclusive jurisdiction of the courts of the Netherlands.

8.3 These terms will also be available in Dutch and in German. In case of any dispute on the contents or meaning, the Dutch text shall prevail.

These General Terms and Conditions have been filed with the registrar of the District Court in Utrecht under number 212/2007. The terms will be sent free of charge on request and have been published on the website www.cms-dsb.com