GENERAL TERMS AND CONDITIONS AHMADINIAZ LAW FIRM

These General Terms and Conditions are to be used in conjunction with the applicable engagement confirmation and/or Assignment Agreement.

ARTICLE 1- DEFINITIONS

1.1 Ahmadiniaz Law Firm, established in Rotterdam and having its office at Boompjes 40, 3011 XB Rotterdam, The Netherlands, registered with the Trade Register of the Dutch Chamber of Commerce (KvK) under number: 42171342, VAT- number: NL865734410B01, SBI-code 69102, IBAN: NL09INGB0007090461, BIC: INGBNL2A, Website: www.anlawfirm.nl, E-mail: info@anlaw.nl, Telephone numbers: (+31)645802251 - (+31)645819117 - (+31)638702839 - (+31)648171714 shall hereinafter be referred to as “ALF”.

1.2 Client: any natural person, legal entity or other entity that instructs ALF, enters into an agreement with ALF, or on whose behalf ALF performs services.

1.3 Agreement: any contract for services between ALF and the Client, including an agreement within the meaning of Article 7:400 of the Dutch Civil Code (Burgerlijk Wetboek, hereinafter: “DCC”), as well as any subsequent or additional engagement.

1.4 Services: all legal, advisory, administrative, supporting and related services performed by ALF in connection with an engagement.

1.5 In Writing: communication by letter, e-mail or another electronic means of communication whose contents can be stored and subsequently accessed.

1.6 Third Party: any natural person or legal entity that is not a party to the Agreement between ALF and the Client.

ARTICLE 2- APPLICABILITY

2.1 These General Terms and Conditions apply to all offers, engagement confirmations, agreements, services and other legal relationships under which ALF offers or provides services.

2.2 These General Terms and Conditions also apply to additional engagements, amended engagements and subsequent engagements, unless otherwise agreed in writing.

2.3 Any deviation from these General Terms and Conditions shall be valid only if and insofar as it has been agreed in writing between ALF and the Client.

2.4 The applicability of any general or other terms and conditions of the Client is expressly rejected.

2.5 If any provision of these General Terms and Conditions is void, voidable or otherwise unenforceable, the remaining provisions shall remain in full force and effect. Where necessary, the parties shall replace the relevant provision with a valid provision that approximates its purpose and intent as closely as possible.

2.6 Insofar as any provision applicable to a consumer conflicts with mandatory consumer law, the applicable mandatory law shall prevail.

ARTICLE 3- FORMATION AND SCOPE OF THE ENGAGEMENT

3.1 An Agreement is concluded as soon as the Client accepts an offer or engagement confirmation from ALF in writing, or as soon as ALF, with the Client’s consent, actually commences performance of the engagement.

3.2 The engagement is accepted and performed exclusively by ALF. The application of Articles 7:404 and 7:409 DCC is excluded insofar as permitted by law.

3.3 The Agreement is entered into exclusively for the benefit of the Client. Third parties may not derive any rights from ALF’s services, advice or other communications unless ALF has expressly accepted otherwise in writing.

3.4 The engagement confirmation, including the arrangements contained therein regarding the Services, professional fees and costs, together with these General Terms and Conditions, forms the basis of the provision of services.

ARTICLE 4- PERFORMANCE OF THE SERVICES

4.1 ALF shall perform the engagement with due care and to the best of its ability and shall observe the standard of care expected of a proper contractor within the meaning of Article 7:401 DCC.

4.2 Unless expressly agreed otherwise in writing, ALF is subject to an obligation of best efforts and not an obligation to achieve a specific result.

4.3 ALF cannot guarantee any particular outcome in relation to, among other matters, an application, legal proceeding, objection, appeal, permit procedure, immigration or residence procedure, visa application, investment, business activity or other legal matter.

4.4 Decisions and actions of, among others, courts, the Dutch Immigration and Naturalisation Service (IND), municipalities, embassies, the Employee Insurance Agency (UWV), other governmental authorities, financial institutions and other third parties are outside ALF’s decisive control.

4.5 Any deadlines or processing times stated by ALF are indicative unless expressly agreed in writing as binding deadlines.

4.6 In performing the engagement, ALF may rely on the accuracy and completeness of information provided by the Client, except insofar as ALF is subject to a statutory or professional duty of verification.

ARTICLE 5- CLIENT’S OBLIGATIONS

5.1 The Client shall provide ALF in a timely manner with all information, documents and instructions reasonably necessary for the proper performance of the engagement.

5.2 The Client warrants the accuracy, authenticity and completeness of all information and documents supplied by or on behalf of the Client.

5.3 The Client shall ensure the timely provision of any required legalisations, apostilles, certified translations, supporting evidence and other documents.

5.4 The Client shall immediately inform ALF of any facts or changes that may be relevant to the engagement, including changes to contact details, residence status, corporate structure or other relevant circumstances.

5.5 The consequences of delays or losses demonstrably resulting from incorrect, incomplete or late information shall, insofar as legally permitted and attributable to the Client, be for the Client’s account.

ARTICLE 6- PROFESSIONAL FEES, COSTS AND PAYMENT

6.1 Unless otherwise agreed in writing, ALF’s standard hourly rate is €320 including 21% VAT. ALF may specify a different rate or pricing arrangement in the engagement confirmation.

6.2 The fee for an initial consultation is €250 including 21% VAT per hour, unless otherwise agreed in writing in advance.

6.3 ALF may perform Services on the basis of an hourly rate, fixed fee, advance payment, subscription arrangement or a combination thereof. The specific pricing arrangement will preferably be recorded in the engagement confirmation.

6.4 External costs and disbursements, including court fees, government charges, bailiff’s fees, translation costs, legalisation costs, expert fees and pre-agreed travel and accommodation expenses, are not included in the professional fees unless expressly stated otherwise in writing.

6.5 Invoices must be paid within fourteen (14) days of the invoice date, unless a different payment period is stated on the invoice or in the engagement confirmation.

6.6 Where the Client acts in the course of a profession or business and fails to pay an invoice on time, the Client shall, after being in default, owe the applicable statutory or statutory commercial interest and reasonable extrajudicial collection costs.

6.7 Where the Client is a consumer, extrajudicial collection costs shall only be charged after the Client has received the legally required fourteen-day notice free of charge and payment has not been made within that period. The amount of the collection costs shall be determined in accordance with the applicable statutory rules.

6.8 Subject to applicable statutory and professional obligations and due consideration of the Client’s interests, ALF is entitled to suspend its Services if due and payable invoices or agreed advance payments remain unpaid. Where reasonably possible, ALF shall take account of any pending mandatory deadlines.

ARTICLE 7- CONSUMERS’ RIGHT OF WITHDRAWAL

7.1 Where the Client is a consumer and the Agreement is concluded at a distance or off-premises, the Client shall, insofar as provided by law, have the right to withdraw from the Agreement without giving reasons within fourteen (14) days.

7.2 If the Client expressly requests that the provision of Services commence during the withdrawal period, ALF may commence the Services within that period.

7.3 In the event of a valid withdrawal after performance has commenced at the Client’s express request, the Client shall owe a proportionate fee for the portion of the Services performed up to the time of withdrawal, insofar as permitted by law.

7.4 The right of withdrawal may cease to apply where the Services have been fully performed before the end of the withdrawal period, provided that all applicable statutory requirements have been satisfied, including, where required, the Client’s prior express consent and acknowledgement.

ARTICLE 8- TERMINATION OF THE AGREEMENT

8.1 The Agreement may be terminated subject to Article 7:408 DCC and other applicable statutory and professional rules.

8.2 Upon termination, the Client shall remain obliged to pay the professional fees for Services already performed and all costs and disbursements incurred or becoming payable up to the date of termination.

8.3 Insofar as an amount paid in advance relates to Services that will no longer be performed following termination, ALF shall set off or refund the remaining amount, except insofar as another legally valid arrangement applies.

8.4 ALF may, insofar as legally and professionally permitted, terminate the engagement where continuation cannot reasonably be required of ALF, including in cases of serious payment arrears, insufficient cooperation, the provision or use of manifestly incorrect or false information or documents, a legal impediment, conflict of interest, breakdown of trust, threats or serious inappropriate conduct.

8.5 In the event of termination by ALF, ALF shall, insofar as reasonably possible and required, take measures to limit foreseeable and avoidable prejudice to the Client, including drawing the Client’s attention to relevant pending deadlines.

ARTICLE 9- CONFIDENTIALITY

9.1 ALF shall treat the Client’s confidential information as confidential and shall comply with applicable statutory and professional confidentiality obligations.

9.2 The obligation of confidentiality shall continue after termination of the Agreement.

9.3 Information may be disclosed where the Client has given permission, where disclosure is necessary for the performance of the engagement, or where ALF is required or permitted to disclose such information pursuant to law, a court order, professional rule or another binding obligation.

9.4 Insofar as a statutory right of non-disclosure or professional privilege applies to the Services, it shall be dealt with in accordance with applicable law.

ARTICLE 10- CONFIDENTIAL INFORMATION OF ALF

10.1 The Client shall not disclose or provide to third parties ALF’s non-public business information, internal models, working methods or other information that is recognisably confidential without ALF’s permission, except insofar as disclosure is necessary for the Client’s own legal position or is permitted by law.

10.2 Any contractual penalty for breach of this Article may only be invoked insofar as it is legally valid and reasonable in the specific circumstances. ALF reserves the right, insofar as permitted by law, to claim compensation for losses actually suffered.

10.3 This Article does not restrict the Client’s right to provide information to a lawyer, legal adviser, supervisory authority, dispute-resolution body or court, or to submit a complaint.

ARTICLE 11- PRIVACY AND PERSONAL DATA

11.1 ALF processes personal data in accordance with the General Data Protection Regulation (GDPR), the Dutch GDPR Implementation Act (Uitvoeringswet AVG) and other applicable privacy legislation.

11.2 Personal data may be processed for, among other purposes, performance of the Agreement, client and conflict checks, invoicing, file management, security, compliance with statutory and professional obligations and, where applicable, ALF’s legitimate interests.

11.3 ALF may maintain a separate privacy statement containing further information concerning categories of personal data, legal bases for processing, retention periods, recipients and data-subject rights. In the event of conflict between these General Terms and Conditions and mandatory privacy legislation, such mandatory legislation shall prevail.

ARTICLE 12- ELECTRONIC COMMUNICATION AND SECURITY

12.1 The Client accepts that communications relating to the engagement may take place by e-mail, telephone and, where customary or agreed between the parties, through WhatsApp, Signal or other electronic means of communication.

12.2 The Client is responsible for keeping their contact details up to date. A communication sent to the most recent address or number provided by the Client shall be deemed to have been sent to the agreed contact address, without prejudice to mandatory rules concerning receipt or notification.

12.3 ALF shall implement reasonable organisational and technical security measures. However, ALF cannot guarantee that electronic communications will at all times be free from disruption, delay, interception, malware or unauthorised access.

12.4 Liability for security incidents shall be assessed in accordance with Article 14 and applicable law. Liability shall not be excluded insofar as such exclusion is prohibited by law.

ARTICLE 13- ENGAGEMENT OF THIRD PARTIES

13.1 Where desirable or necessary for the proper performance of the engagement, ALF may engage third parties, including bailiffs, interpreters, translators, tax advisers, accountants, foreign lawyers or other experts.

13.2 Where reasonably possible, ALF shall exercise due care in selecting third parties. The costs of third parties shall be charged to the Client in accordance with the arrangements made.

13.3 Liability for an error made by an engaged third party shall be assessed on the basis of applicable statutory rules, the specific roles of ALF and the relevant third party, and any legally applicable terms and conditions of that third party.

13.4 ALF is authorised to accept on the Client’s behalf reasonable limitations of liability or other customary terms and conditions of an engaged third party, insofar as this is customary for the performance of the engagement and legally permitted.

ARTICLE 14- LIABILITY

14.1 ALF shall maintain professional liability insurance insofar as applicable to its Services or required under applicable professional rules.

14.2 Any liability of ALF shall, insofar as legally permitted, be limited to the amount actually paid out in the relevant case under the applicable professional liability insurance policy, increased by the applicable deductible.

14.3 If, for any reason, no payment is made under the insurance policy while ALF’s liability has nevertheless been established, ALF’s liability shall be limited to the professional fees paid by the Client to ALF for the relevant engagement during the twelve months preceding the event giving rise to the loss, subject to a maximum of €25,000, unless mandatory law requires a higher level of liability.

14.4 The limitations contained in this Article shall not apply to losses resulting from ALF’s intentional misconduct or deliberate recklessness, or insofar as limitation is prohibited under mandatory law.

14.5 ALF is not responsible for the content of decisions made by governmental authorities, courts, the IND, municipalities, embassies, financial institutions or other third parties, unless and insofar as the loss directly results from an attributable failure by ALF.

14.6 The Client must notify ALF in writing and with sufficient reasons of any potential claim as soon as reasonably possible after becoming aware of the relevant facts, enabling ALF to investigate the complaint or loss. Applicable statutory limitation and expiry periods shall remain fully applicable.

ARTICLE 15- FORCE MAJEURE

15.1 Force majeure means a circumstance not attributable to ALF as a result of which performance is temporarily or permanently impossible or cannot reasonably be required.

15.2 Depending on the circumstances, force majeure may include war, terrorism, serious social disruption, epidemics or pandemics, natural disasters, strikes, large-scale internet or communications failures, cyber incidents affecting essential service providers, governmental measures and other external events beyond ALF’s reasonable control.

15.3 During a force majeure event, the affected obligations shall be suspended insofar as performance is prevented. If performance becomes permanently impossible or continuation cannot reasonably be required, the Agreement may be terminated in respect of the affected part, subject to mandatory law.

15.4 Services already performed and external costs already incurred shall remain payable insofar as there is a legal basis for payment.

ARTICLE 16- CLIENT DUE DILIGENCE, WWFT AND SANCTIONS REGULATIONS

16.1 Pursuant to statutory or professional obligations, ALF may be required to establish and verify the identity of the Client, representatives and ultimate beneficial owners and to perform other client due-diligence procedures.

16.2 The Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wwft) does not automatically apply to every engagement undertaken by legal service providers. If and insofar as an engagement falls within the scope of the Wwft, ALF shall perform the legally required client due diligence and comply with applicable reporting and other obligations.

16.3 The Client shall provide in a timely manner all information and supporting documentation reasonably required by ALF for client due diligence, verification, sanctions screening or other statutory compliance obligations.

16.4 If ALF is unable to complete legally required client due diligence, if a sanctions-law impediment exists, or if the provision of Services is otherwise prohibited, ALF may or must refuse, suspend or terminate the Services.

16.5 Where a statutory reporting obligation applies, ALF may be legally prohibited from informing the Client of a report or related information. In such circumstances, ALF shall act in accordance with applicable law.

ARTICLE 17- INTELLECTUAL PROPERTY AND USE OF DOCUMENTS

17.1 Insofar as intellectual property rights subsist in advice, templates, analyses, reports, texts or other materials produced by ALF, those rights shall remain vested in ALF or the original rights holder unless otherwise agreed in writing.

17.2 The Client may use documents prepared for the Client for the purpose for which they were provided in connection with the engagement.

17.3 Without ALF’s prior written consent, generic templates, internal know-how or materials developed for reuse may not be commercially exploited or offered to third parties as the Client’s own product, subject to statutory exceptions.

17.4 This Article does not restrict the Client’s right to access or use documents for their own file, legal position or proceedings.

ARTICLE 18- FILES, RETENTION PERIODS AND DESTRUCTION

18.1 ALF shall retain files for a period appropriate to the applicable statutory, tax, professional and privacy obligations and to the purpose for which the relevant data was processed.

18.2 As a general principle, ALF may retain a closed Client file for at least five (5) years following completion of the Services, unless a longer or shorter period follows from legislation, professional rules, tax obligations, a pending dispute or the nature of the file.

18.3 Following expiry of the applicable retention period, ALF may securely destroy the file or parts thereof unless continued retention remains necessary or legally required.

18.4 Original documents that the Client wishes to have returned should preferably be requested in writing and in a timely manner.

ARTICLE 19- COMPLAINTS

19.1 A complaint concerning the formation or performance of the Agreement, the quality of the Services or an invoice may be submitted in writing to info@anlaw.nl.

19.2 ALF shall acknowledge receipt of the complaint and aims to provide a substantive response within thirty (30) days. If additional time is required, the Client shall be informed accordingly.

19.3 Insofar as ALF or the person handling the matter is subject to a mandatory statutory or professional complaints procedure, that procedure shall prevail insofar as it provides more extensive rights or obligations.

19.4 Submission of an internal complaint shall not prejudice any statutory or professional remedies available to the Client.

ARTICLE 20- GOVERNING LAW AND DISPUTES

20.1 The legal relationship between ALF and the Client shall be governed exclusively by Dutch law.

20.2 Where appropriate, the parties shall first endeavour to resolve any dispute through consultation.

20.3 Disputes shall be submitted to the court having jurisdiction under applicable law. Insofar as a valid choice of forum is legally permitted and the Client is not protected by mandatory rules concerning territorial jurisdiction, the parties agree to the jurisdiction of the competent court of the District Court of Rotterdam, the Netherlands.

20.4 A dispute shall only be submitted to arbitration if the parties expressly agree to this in writing after the dispute has arisen or otherwise in a legally valid manner.

ARTICLE 21- ORDER OF PRECEDENCE OF DOCUMENTS

21.1 In the event of any inconsistency between documents, the following order of precedence shall apply unless expressly agreed otherwise:

(a) the individual engagement confirmation or Engagement Agreement;
(b) written additional arrangements specifically made for the relevant engagement;
(c) these General Terms and Conditions; and
(d) other general information or documents issued by ALF.

21.2 A later specific written agreement between ALF and the Client shall prevail over an earlier general arrangement insofar as the two are inconsistent.

ARTICLE 22- FINAL PROVISIONS

22.1 ALF may amend these General Terms and Conditions. An amended version shall apply to new engagements and, where legally validly communicated and reasonable, to subsequent Services. Rights already acquired by the Client and mandatory law shall remain respected.

22.2 The most recent version may be published by ALF on its official website, www.anlawfirm.nl, or otherwise made available to the Client by appropriate means.

22.3 Unauthorised copying, amendment or distribution of these General Terms and Conditions by third parties may result in an incorrect or outdated version being circulated. The version provided to the Client or otherwise validly incorporated into the relevant Agreement shall determine which General Terms and Conditions apply to that Agreement.

22.4 Headings and Article titles are included solely for ease of reference and shall have no independent effect on the interpretation of the provisions.

22.5 These General Terms and Conditions have been adopted by Ahmadiniaz Law Firm, Rotterdam, the Netherlands.