General terms and conditions

1. These general terms and conditions are used by the private company RAETH B.V., hereinafter referred to as “RAETH” in these terms and conditions.

2. These general terms and conditions apply to every assignment to RAETH, including any follow-up assignment or amended or additional order, as well as to all legal relationships arising from or related to that assignment. Not only RAETH, but also all (legal) persons, both those associated with RAETH in any way and third parties involved in carrying out the assignment, can invoke these terms and conditions.

3. An order is only concluded after RAETH has accepted the order in writing and/or by e-mail or otherwise appears to have agreed between RAETH and the client about RAETH's acceptance of an order. When accepting, Raeth can only be represented by its directors.

4. All orders are deemed to have been given exclusively to RAETH, even if it is the express or implied intention that an assignment will be carried out by a specific person. The effect of article 7:404, article 7:407 paragraph 2 and art. 7:409 BW is excluded. Employee (s), shareholder (s), director (s) and others working at or on behalf of RAETH cannot be held accountable by the client.

5. If, during or in connection with the execution of the assignment, an event occurs that leads to RAETH's liability, that liability will be limited to the amount or amounts claimed by RAETH, plus the deductible that RAETH bears in connection with that insurance. An event as referred to in the previous sentence also includes an omission. Any claim for compensation for damage expires after one year and expires two years after the start of the day on which the client became aware of the damage and with Raeth as the person liable for it.

6. If the professional liability insurance does not pay out or provides cover, then any liability of RAETH is limited to an amount of twice the declared fee for the assignment in question with a maximum of €50,000. The aforementioned limitations of liability do not apply to RAETH's intent or gross negligence.

7. Any claim for compensation against employee (s), shareholder (s) VanRaeth, the director (s) of RAETH is excluded. The exclusion in the previous sentence also applies to employee (s), shareholder (s) and director (s) of RAETH in the past. For all these persons, these general terms and conditions apply in full and they can rely on this third-party clause agreed on their behalf at any time.

8. All information and data that, in her opinion, Raeth needs to carry out the assignment will be sent by the client in a timely manner. The Client guarantees the accuracy, completeness and reliability of this information and data, even if it comes from third parties. If facts and circumstances that are important to Raeth's work change, the client will inform Raeth immediately.

9. Raeth will carry out the work to the best of her ability and she will act carefully. Raeth cannot be responsible for achieving any intended result.

10. RAETH is authorized to engage third parties in connection with the execution of the assignment. RAETH is authorized to accept any limitations of liability from third parties on behalf of the client. Any personal liability for third parties' shortcomings is excluded.

11. Raeth is authorized to engage auxiliaries/third parties on behalf of the client and to communicate with these assistants/third parties on behalf of the client. Involving or engaging third parties in the execution of the assignment by Raeth only takes place by mutual agreement.

12. If RAETH is sued by a third party in connection with the execution of the assignment, the client will reimburse RAETH for the costs to be incurred in this regard by RAETH, including the costs of defence, and compensation, except to the extent that RAETH is entitled to reimbursement of these costs under a taken out insurance.

13. RAETH carries out the orders exclusively for the client. Third parties cannot derive any rights from the content of the work performed in connection with the assignment granted.

14. RAETH declares its work on the basis of time spent times the usual or agreed hourly rate, except in cases where another agreement has been explicitly made by e-mail or in writing.

15. The costs that RAETH pays for the client will be charged to the client. This also applies to travel costs.

16. If work is carried out for several clients as part of one assignment, they are jointly and severally liable for the payment of invoices.

17. RAETH is entitled to negotiate an advance payment, at the start of the agreement and also during the execution of the agreement, if the nature and development of the matter give reason to do so. The advance amount is deducted from the final declaration. The deposit due is not an indication of the total cost of the order.

18. Unless otherwise agreed, invoices must be paid within 14 days of the invoice date, failing which the client is in default by operation of law. In that case, the unpaid part of the invoice, including VAT, is subject to default interest of 1% per month or part thereof, calculated from the due date. If RAETH takes recovery measures, all judicial and extrajudicial costs related to the collection will be borne by the client, with a minimum of 7% of the outstanding claims including VAT. In the event of default, RAETH is authorized to suspend or terminate the execution of the order.19 The legal relationship between RAETH and its clients is exclusively governed by Dutch law. All disputes will be submitted exclusively to the competent court in Zwolle.Zwolle, April 5, 2022