General terms and conditions

1. All assignments, services and/or work are accepted and carried out exclusively by the private limited company Ellens & Lentze Notariaat en Mediation B.V. (‘Ellens & Lentze’), with the exclusion of Articles 7:404 and 7:407(2) of the Dutch Civil Code.
2. All provisions of these general terms and conditions have also been made for the benefit of the (deputy) notaries, mediators/divorce mediators, candidate notaries and all other persons who work or have worked at, for or on behalf of Ellens & Lentze.
3. Any liability of Ellens & Lentze is limited to the amount paid out in the relevant case under the professional liability insurance policies it has taken out, increased by the amount of the deductible that, according to the policy conditions, is not borne by the insurers. Upon request, information is provided about the (coverage under the) professional liability insurance(s) taken out by Ellens & Lentze.
4. The limitation of liability set out under three also applies in the event that an assignment has wrongly been refused and damage may result from this. Any liability for indirect or consequential damage is excluded.
5. Where Ellens & Lentze is liable for the improper functioning of the equipment, software, data files, registers or other items used by Ellens & Lentze in carrying out the assignment, the limitation of liability set out under three likewise applies.
6. When engaging third parties, Ellens & Lentze will, as far as possible, consult in advance with the relevant client, and will in any case exercise the necessary care in selecting third parties. Ellens & Lentze is not liable for shortcomings of these third parties. The client authorises Ellens & Lentze to accept any limitations of liability of third parties (also) on behalf of the client.
7. Where an assignment is given by more than one client, each of them is jointly and severally liable for the amounts owed to Ellens & Lentze under that assignment. If an assignment is given by a natural person on behalf of a legal entity, and this natural person can be regarded as the (co-)policymaker of this legal entity, this natural person is also a client in a personal capacity. In the event of non-payment by the legal entity, he is therefore personally liable for payment of the invoice, regardless of whether it was made out, at the client's request or otherwise, in the name of a legal entity or in the name of the client as a natural person.
8. All claims and other powers, on whatever ground, against Ellens & Lentze in connection with work carried out by Ellens & Lentze lapse in any event one year after the moment at which the person concerned became aware, or could reasonably have become aware, of the existence of these rights and powers.
9. Ellens & Lentze informs the client in good time and clearly about the financial consequences of engaging them. Ellens & Lentze notifies the client in good time when more costs are charged than anticipated.
10. Work is charged to the client by invoice. The client must pay the invoice within 14 days of the invoice date. If a shorter payment term is stated on the invoice, this shorter payment term must be observed. If the payment term is exceeded, the client is in default and owes administrative costs as well as statutory interest on the outstanding balance.
11. For work relating to the transfer or encumbrance of registered property, the invoices are withheld upon delivery or encumbrance of the registered property. With regard to other work relating to registered property, or work which ultimately has not led to the transfer or encumbrance of registered property, the client receives an invoice. The client must pay the invoice within 14 days of the invoice date. If this term is exceeded, the client is in default and owes administrative costs as well as statutory interest on the outstanding balance.
12. Costs of third parties may be passed on to the client. For the payment of these costs, the provisions set out above under 10. apply mutatis mutandis.
13. Subsequently received invoices from third parties payable by the client must be paid within 14 days of the invoice date. If this term is exceeded, the client is in default and owes administrative costs as well as statutory interest on the outstanding balance.
14. If funds have to be placed in escrow on behalf of clients of Ellens & Lentze, an escrow deed will be drawn up. The costs for drawing up the deed must be paid immediately. The administrative costs will, if possible, be offset against the funds placed in escrow upon payout of the escrow. If offsetting is not possible, the administrative costs will be charged to the client by invoice, to which the provisions set out above under 10. apply mutatis mutandis.
15. If the bank where Ellens & Lentze holds a client account charges negative interest on the funds deposited by the client or a third party, this negative interest, as well as the reasonable costs associated with calculating its amount, shall be borne by the client or the third party by whom the funds were deposited, respectively, and shall be charged to the client or the third party, or deducted from the amount deposited. Negative interest is never borne by Ellens & Lentze. The provisions set out above under 10. apply mutatis mutandis to this interest and these costs.
16. Assignments given are carried out by Ellens & Lentze exclusively for the benefit of the client. Third parties cannot derive any rights from the content of the work carried out and, more generally, from the manner in which those assignments have or have not been carried out.
17. A Notarial Complaints and Disputes Procedure (Klachten- en Geschillenregeling Notariaat) applies.
18. The legal relationship between the client and Ellens & Lentze is governed by Dutch law. Disputes will be settled exclusively by the competent court in The Hague or the Disputes Committee.
19. By giving the assignment, the client declares to agree to these General Terms and Conditions. These General Terms and Conditions also apply to any additional and follow-up assignments of clients.

Filed with the Chamber of Commerce on 1 April 2020, file number: 27114293