General Conditions Conway & Partners N.V.
1. Conway & Partners N.V. ("CP") is a limited liability company organised and existing under Dutch law, its object being to conduct the practice of law. A list of the persons who own shares in CP through their holding companies shall be supplied upon request.
2. All instructions from clients are solely accepted and carried out by CP. Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code are hereby expressly excluded. This shall also apply if the instruction by the client shall be explicitly or implicitly be intended to secure the execution of the instruction by a particular person.
3. CP shall, as far as reasonable, consult the client before engaging third parties, and shall in any event exercise the necessary due care in its selection of third parties. CP is not liable for any acts and/or omissions of third parties. The client authorises CP to accept any limitations of liability of third parties on its behalf.
4. Any and all liability of CP for all acts and/or omissions is limited to the amount paid out, if any, under CP‘s professional liability insurance policy in the matter concerned, plus the amount of the deductible stated under the policy conditions in the matter concerned. In the event and to the extent that no monies are paid out, the liability of CP shall be limited to an amount of EUR 100,000.
5. Without prejudice to the provisions in Article 2, these general conditions do not apply only to CP, but also to all persons involved in carrying out the instruction and/or who have any liability in that connection, including former employees of CP.
6. Unless otherwise agreed, professional fees shall be calculated on the basis of the number of hours worked multiplied by the relevant hourly rates established from time to time by CP.
7. A percentage of the professional fees shall be charged to cover general office costs (such as postage, phone, fax, photocopying). Costs paid for by CP on behalf of the client shall be charged separately.
8. All amounts are exclusive of VAT. The services rendered shall in principle be charged to the client on a monthly basis, with payment due within 14 days of the date of the invoice.
9. These general conditions apply to every instruction accepted by CP, including any follow-up instructions.
10. The Dutch text of these general conditions shall prevail in the event of any difference between English text and Dutch text. These general conditions have been deposited at the Court Registry of the Rotterdam District Court and are also available at the CP website: www.conway-partners.com. Conway & Partners N.V. is registered in the Commercial Register of the Chamber of Commerce under number 24424599.
11. The legal relationship between the client and CP is governed by Dutch law. Any disputes shall be exclusively decided by the competent court in Rotterdam, the Netherlands.