General terms and conditions

1. Heron Legal B.V. (hereinafter:”Heron”) is a private company with limited liability, established under Dutch law, with the aim of (making) the practice of law. Heron is registered in the Chamber of Commerce Trade Register under number 64088197.

2. All orders, notwithstanding articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code, are accepted and executed exclusively by Heron. This also applies if the client expressly or implicitly issues his order for execution by one or more specific persons associated with Heron. In these general terms and conditions, “affiliated persons” include any current or former direct or indirect subordinate, (hired) employee, advisor, director and/or shareholder of Heron.

3. These general terms and conditions apply to all orders issued to Heron and its affiliates - including any subsequent, amended or additional assignment - as well as to all legal relationships resulting from or in connection therewith. The applicability of any of the client's general terms and conditions is expressly rejected.

4. These general terms and conditions also apply to the legal relationship that may include anyone who, within or outside the limits allowed by these general terms and conditions, relies on the advice resulting from or related to assignments as referred to in article 3.

5. These general terms and conditions are also stipulated for the benefit of affiliated persons and third parties who, whether or not employed, are engaged in the execution of any assignment or who are or may be liable in connection therewith. This article is an irrevocable third party clause for the benefit of the aforementioned persons.

6. Heron will and can only be expected to advise with regard to Dutch law, including European Union law.

7. The execution of orders issued takes place exclusively for the benefit of the client. Unless expressly accepted by Heron in writing, others other than the client may not rely on the result of the work carried out by Heron and cannot derive any rights from it. The client indemnifies Heron and the persons associated with Heron against all third-party claims that are in any way related to or resulting from the order provided and/or the work performed for the client. This indemnification also includes the costs of legal assistance.

8. When carrying out orders, Heron will take appropriate measures to maintain the confidentiality of the client relationship. Nevertheless, unless otherwise expressly agreed, the following applies to the order. The client grants permission - whether or not in connection with the assignment - to (i) disclose information known to Heron to persons associated with Heron for whom access to that information is useful in connection with processing the assignment or relationship management and (ii) to use all means of communication used at that time, in particular the internet.

9. Heron is authorized to engage third parties in carrying out its work and will take the necessary care in doing so. When selecting these third parties, Heron will consult with the client as much as is usual or reasonable in relation to the client. Heron is not liable for any acts or omissions of third parties. Heron is authorized to accept terms (including any limitations of liability) that apply in the relationship between it and the third party, or that are stipulated by the third party, on behalf of the client. Heron may object to these terms and conditions against the client insofar as it concerns the execution of the order by the third party.

10. In principle, the work is charged to the client on a monthly basis with a payment period of 14 days, counting from the date of the invoice. The client can notify Heron in writing of objections to an invoice up to 30 days after the date of the invoice. If such a notification is omitted, the declaration is considered undisputed and approved.

11. Contrary to the provisions of article 7:408 paragraph 2 of the Dutch Civil Code, Heron is allowed to terminate an assignment at any time, subject to the Code of Conduct for Lawyers.

‍12. Any liability arising from or in connection with the execution of an assignment is limited to the amount paid out in the relevant case under the liability insurance taken out by Heron, plus the amount of the deductible applicable under this insurance. If and insofar as, for whatever reason, no payment should be made under the said insurance, any liability is limited to the amount paid to Heron in the relevant case by the client in the relevant calendar year. Claims for compensation will in any case expire if Heron is not notified of the claim in writing within one year of discovering an event or circumstance that gives or may give rise to liability.

13. Any legal relationship arising from or in connection with the relationships between Heron and the client referred to in these general terms and conditions is subject to Dutch law. All disputes arising from such a legal relationship will be decided by the competent court in Amsterdam. However, if Heron acts as the claimant, it is entitled - contrary to the foregoing - to bring the dispute before the courts that have jurisdiction under the ordinary rules of relative or international jurisdiction. A client who concerns a natural person and who is not acting in the exercise of a profession or business can opt for the court competent by law to settle the dispute within a period of one month after Heron has invoked this clause in writing.

14. All orders issued to Heron are subject to the complaints procedure used by Heron, which can be consulted on: www.heronlegal.com.

15. These general terms and conditions have been drawn up in Dutch and English. In the event of a dispute about the content or scope of these terms and conditions, only the Dutch text and its meaning in the Dutch jurisdiction will be binding.

16. These terms and conditions can be found at: www.heronlegal.com.