General Terms and Conditions Actus Notarissen N.V.

Definitions

1.    a.     Actus Notarissen N.V. (hereinafter referred to as “Actus”) is a public limited company under Dutch law, with its statutory seat in Amsterdam, and registered in the commercial register under number 34303539.

       b.    Actus performs activities under the trade names Actus Notarissen and Actus Wonen..

       c.     The natural persons who are indirect shareholders of Actus are referred to in these general terms and conditions as “partners.”

       d.    The term “persons associated with Actus” includes:

              –      persons who are, have been, or may at any time become partners, direct or indirect shareholders of Actus, and other existing and future participations of the partners, and

              –      persons who work or have worked for, or are or have been otherwise affiliated with, Actus in the capacity of director, employee, advisor, freelancer, or in any other capacity.

       e.     The term “client” refers to the person who enters into or will enter into an agreement with Actus for the purpose of Actus performing services, or who, in connection with these services, is otherwise in a legal relationship with Actus.

       f.     The term “activities” includes the provision of services or the performance of other tasks by any name.

       g.    A reference in these general terms and conditions to “persons” includes a reference to natural persons, legal entities and other entities.

Applicability

2.1.        These general terms and conditions apply to all activities performed or to be performed by or on behalf of Actus and to all legal relationships of Actus with third parties.

2.2.        The applicability of other general terms and conditions, such as those of the client, is expressly rejected.

Assignments

3.1.        All assignments are accepted and, notwithstanding the provisions of Article 4, carried out exclusively by Actus. This applies even when there is an express or implied intention that an assignment will be carried out by one or more persons associated with Actus. The applicability of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is excluded.

3.2.        The execution of assignments given to Actus is carried out exclusively for the benefit of the client. Unless Actus has given prior written consent, advice provided by Actus to the client may not be disclosed or made available to third parties. Third parties cannot derive any rights from the execution of the work performed for the client.

3.3.        The provisions of this Article 3 apply by analogy if work is performed other than on the basis of a contract for services.

Third Parties

4.1.        If Actus engages a third party, not being a person associated with Actus, in connection with the work assigned to it, Actus will exercise due care in selecting this third party.

4.2.        Actus is not liable for errors or shortcomings of this third party in the performance of its work. Actus has the right to accept a limitation of liability that a third party may stipulate, on behalf of the client.

4.3.        The client agrees that Actus will provide this third party with the information necessary for the proper and timely execution of the assigned service. In this context, personal data may also be shared with this third party. Actus provides the aforementioned information exclusively for the purpose of the assigned service. The client furthermore agrees that Actus and the aforementioned third party may use electronic means of communication for the purpose of providing information.

Limitation of Liability

5.1.        Any liability of Actus for work performed or to be performed by or on behalf of Actus, or otherwise related to an assignment given to Actus or any other legal relationship entered into by Actus concerning work, or due to refusal of service, is limited to the amount that is or will be paid out in the specific case under the professional liability insurance(s) taken out by Actus, increased by the amount of the deductible that, in the specific case, is for Actus’s account according to that/those insurance(s). This limitation of liability applies regardless of whether the liability arises from an agreement, the law (such as tort/wrongfull act), or another legal basis. Information will be provided upon request regarding the (coverage under the) professional liability insurance(s) taken out by Actus.

5.2.        If no payment is made under the professional liability insurance(s) taken out by Actus in the specific case, Actus’s liability, regardless of its basis, is limited to an amount of ten thousand euros (€10,000.00).

5.3.        Any liability of persons associated with Actus towards the client and third parties connected to the client (including current or former directors, employees, shareholders, or group companies of the client) is expressly excluded. The client, also on behalf of third parties connected to the client, hereby waives in advance any rights and claims that they may have or obtain, for any reason, against the persons associated with Actus.

5.4.        Notwithstanding the provisions in Article 3.1 and Article 5.1, the general terms and conditions and the exclusion or limitation of liability included therein may also be invoked by and for the benefit of:

              a.    any person involved in the execution of the assignment or to whom, in connection therewith, for any reason, any liability is or may become attributable; and

              b.    persons associated with Actus and their respective legal successors under general title.

Expiry Date

6.    All claims against Actus in connection with the execution of work performed or commissioned by Actus (including claims for compensation for damages) or refusal of service expire one year after the day on which the client became or could reasonably have become aware of the existence of these claims, respectively, the damage and the possible liability of Actus for it. In all cases, these claims expire two years after the work has been performed by or on behalf of Actus.

Indemnity

7.    Except in cases of intent or deliberate recklessness on the part of Actus, the client indemnifies Actus and the persons associated with it, and will hold Actus and the persons associated with it harmless against, and compensate Actus and the persons associated with it for, all claims and legal actions that a third party may have or bring against Actus or a person associated with Actus at any time, arising from or related to the work performed by Actus for the client. This indemnity also includes the costs of legal assistance.

Fees and Costs

8.1. Unless agreed otherwise in writing, the client owes Actus a fee that is calculated based on the number of hours spent, multiplied by the applicable hourly rates as determined by Actus from time to time.

              If a standard fixed office rate applies, this rate is owed by the client.

              If a modular rate applies, the client owes the rate applicable to the relevant modules.

8.2.        If quotes have been provided for the work, Actus is entitled to charge for additional work that was not known at the time the assignment was given, based on the hours worked. This also applies if delays occur due to the client’s or third parties’ failure to provide documents or information. Actus will notify the client of this in due time, if applicable.

8.3.        In addition to the fee, the client owes Actus the disbursements (external costs) that Actus has paid on behalf of the client. All amounts due will be increased by the VAT due at the rate applicable at the time.

8.4.        In the event that an advance payment has been made, this will be offset against the final invoice under the assignment.

8.5.        After completion of the assignment and, in any case, after payment of the invoice, the client is deemed to have accepted the accuracy of the invoice unless the client has raised an objection in writing prior to that.

Payments

9.1.        Invoices related to specific deeds where it is customary for these invoices to be paid in advance must be paid no later than at the time of the execution of the relevant deed, unless an earlier payment has been agreed.

9.2.        All other invoices from Actus must be paid within fourteen days of the invoice date. In the event of late payment, Actus has the right to charge statutory interest on the unpaid amount from the fifteenth day after the invoice date.

9.3.        If, at the client’s request, the invoice is issued in the name of a third party, such as a newly established legal entity, this does not relieve the client of their own obligation to pay. If the assignment is given by multiple clients, each client who has given the assignment is jointly and severally liable for payment.

9.4.        In the case of ongoing assignments, Actus is authorized to invoice periodically (on a monthly or quarterly basis) for the work performed and costs incurred.

9.5.        The notary is at liberty to postpone work that, in the opinion of Actus, can tolerate some delay, until the invoice has been paid.

Deposited Funds

10.1.      The provisions of this article apply to:

              –      funds that have been deposited in an Actus notarial quality account, and where it has been determined by the civil-law notary or their deputy that there is (as yet) no or no full agreement between the parties involved in the deposit relationship regarding the disbursement of those funds; and/or

              –      funds that, under the applicable notarial regulations, must be deposited with the civil-law notary.

10.2.      Actus will exclusively proceed with disbursement of funds belonging to a deposit to a party involved in the deposit under the following conditions:

              –      if a written and, where applicable, identical instruction for disbursement has been received by the civil-law notary from all parties involved in the deposit; or

              –      in the event of. a court ruling that has become final and binding, or has been declared enforceable, and in that case, in accordance with that ruling.

10.3.      Parties involved in a notarial deposit have, in connection with the above, only a conditional claim against Actus, and this claim is subject to the suspensive condition that ‑ and to the extent that _‑ an amount will ultimately be determined to belong to a party as the rightful claimant.

10.4.      The provisions of this article apply in all cases where either a deposit deed or escrow agreement is absent, or where the deposit deed or escrow agreement does not provide for a disbursement arrangement that is, in the opinion of the civil-law notary, clear.

Wwft (Anti-Money Laundering and Counter-Terrorism Financing Act)

11.  Under applicable laws and regulations, including the Dutch Anti-Money Laundering and Counter-Terrorism Financing Act (hereinafter Wwft), Actus is required to establish the identity of its clients and their ultimate beneficial owners. Under certain circumstances, Actus must report unusual transactions to the authorities, as defined by the Wwft.

       The Wwft prohibits Actus from informing the client or others that it has made such a report to the authorities.

Electronic Communication

12.1.      Electronic communication, including email, is considered written communication.

12.2.      The client agrees to electronic communication and acknowledges that it is not secure. Actus is not liable if electronic communication is intercepted, manipulated, delayed, misdirected, or infected with a virus.

12.3.      In the event that the client is acting within the scope of their profession or business, the applicability of Article 6:227b, paragraph 1 of Dutch Civil Code, concerning the provision of information in electronic commerce, and Article 6:227c of Dutch Civil Code, concerning the manner in which contracts are concluded in electronic commerce, shall be excluded.

Notarial Quality Account and Interest

13.1.      In the context of performing services, Actus may receive funds from the client or third parties, which are deposited into a bank account (notarial quality account) held by Actus at a bank designated by Actus.

              Actus is not liable if the bank fails to fulfill its obligations under the current account agreement with Actus.

13.2.      For funds entrusted to Actus, any interest received by Actus during the period the funds are held will be paid to the party for whose benefit the funds are held, at an interest rate that Actus will determine from time to time, based on market conditions. The interest payment and any exceptions are subject to the provisions outlined in Articles 4 through 7 of the Regulation on the Notarial Profession, established by the Minister of Security and Justice on December 11, 2012, published in Staatscourant 2012, 26483, as may have been amended thereafter.

13.3.      If the bank charges Actus negative interest on funds deposited by the client or a third party, this negative interest will be borne by the client or the third party and will be deducted from the deposited amount.

Claim

14.  A claim against Actus and/or persons associated with Actus cannot be the subject of an assignment and/or a pledge.

Destruction of Files

15.1.      Actus and the involved civil-law notary have the right to remove and destroy any physical files, including documents belonging to or drafted by the client or third parties, from the archives without further notice once ten (10) years have passed after the closure of the relevant file.

15.2.      Files and documents may also be stored by Actus exclusively in electronic form. In that case, the ten-year retention period referenced in the previous sentence applies to the relevant digital files.

Consumers

16.  The following additional conditions apply to notarial services commissioned by consumers:

       a.     the notary adheres to and complies with all applicable professional regulations and codes of conduct. These rules are explained in the consumer brochure “Spelregels voor notaris en consumenten” (Ground Rules for Civil-Law Notaries and Consumers), which was developed by the Royal Dutch Notarial Association (KNB) in consultation with the Consumer Association and Vereniging Eigen Huis. The brochure is available at www.knb.nl and can also be provided in hard copy upon request; and

       b.    the notary will inform the client in a timely and clear manner about the financial implications of their services.

Third-Party Clauses

17.  The provisions of these general terms and conditions that aim to create rights for persons associated with Actus are also intended as irrevocable third-party clauses in favor of those associated persons, as defined in Article 6:253, paragraph 4 of the Dutch Civil Code.

Privacy Statement

18.  Actus is the data controller for the processing of personal data in the context of its services. Actus processes personal data in accordance with its privacy statement, which can be found at www.actusnotarissen.nl.

Complaints Procedure

19.  The Complaints and Dispute Resolution procedure of the KNB applies to the services provided by or commissioned to Actus and can be found at www.knb.nl and www.degeschillencommissie.nl.

Dutch Law

20.  Any legal relationship between Actus and the client arising from or related to the services provided by or commissioned to Actus will be governed by Dutch law.

       Insofar as there is a legal relationship between a person associated with Actus and the client, that relationship will also be governed by Dutch law.

Disputes

21.  Any disputes arising from or related to the services provided by or commissioned to Actus, or otherwise concerning the legal relationship with the client, shall in the first instance be subject to the exclusive jurisdiction of, and shall be decided solely by, the Court of Amsterdam, unless the dispute is submitted to a dispute resolution committee and that committee is authorized to decide on the matter.

Language

22.  These general terms and conditions have been drafted in the Dutch language and translated into English. In the event of any inconsistency between the Dutch text and the English text or their interpretation, the general terms and conditions drafted in Dutch shall be binding.

Revision

23.  Actus may revise these general terms and conditions from time to time without prior notice. The amended terms will apply to all subsequent legal relationships with the client.

Headings

24.  The headings in these general terms and conditions are intended solely to improve readability. No rights may be derived from these headings.

Heerhugowaard, November 14, 2024.

These general terms and conditions have been deposited with the registry of the Court of Amsterdam under number 73/2024 on November 14, 2024.