General Terms and Conditions

1. Ectacon Coöperatie U.A. (“Ectacon”) is a cooperative company with limited liability established under the laws of the Netherlands, with its registered seat in Amsterdam, providing tax advice.

2. These general terms and conditions apply to all assignments between the client and Ectacon, including every follow-up assignment and/or changed and/or supplementary assignment.

3. The applicability of any general terms and conditions used by the client is hereby expressly excluded. Deviations from and additions to these general terms and conditions are only valid if expressly agreed upon in writing.

4. Ectacon shall operate as sole contracting party of the client, with the exclusion of Article 7:404 of the Dutch Civil Code. Insofar (parts of) projects are in consultation with the client performed by third parties, Ectacon has no liability.

5. The execution of assignments given to Ectacon is done solely on behalf of the client. Unless expressly accepted in writing by Ectacon, persons other than the client may not rely on the results of the work carried out for the client nor the execution thereof nor are they entitled to derive any rights therefrom.

6. The client is obliged to provide all the data and information requested by Ectacon, as well as the data and information that the client can reasonably assume to be relevant towards Ectacon, for the correct execution of the assignment, in a timely manner. The client guarantees the accuracy, completeness and reliability of the data and information provided to Ectacon, unless the nature of the assignment provides otherwise. The terms during which activities following from the assignment must be completed by Ectacon are only considered final deadlines if this is expressly agreed in writing.

7. Unless agreed otherwise in writing, fees will be based on the number of hours worked multiplied by the applicable hourly rates as set from time to time by Ectacon and communicated to the client. Disbursements incurred on a client's behalf will be charged separately. All amounts to be mentioned exclude value added tax.

8. In principle, work performed and costs incurred shall be invoiced to the client on a monthly basis. The payment is due within 14 days from the date of the invoice. In the event of overdue payment, Ectacon is entitled to charge the statutory rate of interest without being required to provide a notice of default. An advance payment may be requested at any time for work that has been or will be carried out. Activities can be suspended if no suitable advance payment to cover these activities has been provided.

9. Ectacon’s liability for an attributable failure in the performance of the assignment, professional misconduct, or any other reason shall be limited to a reimbursement of direct damages up to a maximum of the amount paid out under Ectacon’s professional liability insurance policy. If for any reason no payment should occur under such insurance, all liability will be limited to the amount paid to Ectacon for the relevant assignment of which the alleged damages are a result.

The liability of Ectacon for indirect damage, consequential damage, loss of profit, lost savings, reduced goodwill, damage caused by stagnation, damage caused by claims from the client’s customers, mutilation, destruction or loss of files, documents and/or data is excluded at all times.

Any claim for compensation against Ectacon should be notified to Ectacon by registered mail within 90 days after the client is aware or should have been aware of the fact which caused the damage leading to the claim for compensation. The notification by registered mail must indicate clearly the relevant facts and the basis of the claim. The aforementioned conditions must be fulfilled at the risk of forfeiting the right to claim any damages.

10. The client indemnifies Ectacon against claims from third parties, under any denomination, unless and insofar this is the result of gross negligence or deliberate recklessness of Ectacon.

11. These general terms and conditions are provided in the Dutch or English language. In case of a dispute about the contents and purport of these general terms and conditions, only the Dutch text and its meaning within the Dutch territorial jurisdiction will be binding.

12. The relations between a client and Ectacon shall be governed by the laws of the Netherlands. The court in Amsterdam shall have exclusive jurisdiction regarding disputes arising from or in connection with an engagement. If Ectacon is the plaintiff, it has the option to submit the dispute to a competent court that does not meet this provision.

13. These terms and conditions may also be invoked by persons and legal entities associated with Ectacon, whether directly or indirectly, and/or that are involved in any manner in the services provided by or on behalf of Ectacon.