Terms and Conditions

1.

Steelman B.V. (“Steelman”) is a limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law for the purpose of exercising the legal profession and the tax advisory practice. Steelman has its statutory seat in Amsterdam and is registered with the trade register (Handelsregister) of the Chamber of Commerce (Kamer van Koophandel) under number 70369658.

2.

These general conditions apply to all services that Steelman has been requested to provide (opdrachten). The applicability of any of the client’s general or other terms and conditions is explicitly rejected. Persons who are authorised by Steelman to accept a request for services on its behalf are referred to in these conditions as “partners”.

3.

Requests for services are deemed to have been directed to Steelman only and not to any individual person associated with Steelman. This includes any request for services to be performed by a specific person associated with Steelman. The application of Articles 7:404, 7:407(2) and 7:409 Dutch Civil Code is excluded. “Person associated with Steelman” means: any employee, advisor, partner, trainee, subsidiary or shareholder of Steelman.

4.

These general terms and conditions apply in full to all persons associated with Steelman and all third parties engaged by Steelman for the performance of services, or that could be held liable in relation thereto. All that is stipulated in these general terms and conditions for the benefit of Steelman applies to them as an irrevocable and gratuitously made third-party clause within the meaning of Article 6:253 of the Dutch Civil Code.

5.

If an event occurs in providing services that could lead to any liability on Steelman’s part, that liability will be limited to the amount that is paid out in that specific case under Steelman’s professional indemnity insurance, increased by the applicable deductible (eigen risico).

6.

If Steelman is liable for damage to persons or property, that liability will be limited to the amount paid out in that specific case under Steelman’s commercial general liability insurance (AVB), increased by the applicable deductible.

7.

If for any reason none of these insurance policies entitle Steelman to any payment, Steelman’s liability will be limited to an amount equal to two times the amount invoiced and paid in the relevant calendar year in relation to the services the claim directly relates to.

8.

Claims for compensation of damage will expire one year after the date on which the client became aware of the damage and Steelman’s liability and will in any event lapse after three years.

9.

If Steelman involves a person not associated with Steelman in connection with its services for a client, Steelman will not be liable to the client for any error or omission (fout) made by that person. By requesting Steelman to provide services, the client gives Steelman authority to accept a limitation of liability stipulated by that person on behalf of the client.

10.

Under applicable legislation – including the Dutch Act on the Prevention of Money Laundering and Terrorist Financing – Steelman is obliged to verify the identity of its clients and report unusual transactions to the authorities in certain circumstances, without informing the client. The client confirms it is aware of, and agrees to, the foregoing and that it will provide all required information.

11.

Steelman may, whether or not in relation to the services in question, process and store the client’s personal and other data and provide this information to anyone within the Steelman organization, so that the services can be rendered and for the purpose of relationship management.

12.

The client agrees that Steelman may use digital means of communication and data storage services, whether or not offered by third parties, for the purpose of communication. Steelman cannot be held liable for damage or loss resulting from the use of such services.

13.

The applicable VAT and other compulsory taxes, surcharges and similar increases will be added to all amounts charged by Steelman. Invoices must be paid within 14 days of the invoice date. If payment is not received within this period, Steelman may, without further notice, exercise its right to charge the client statutory interest. Steelman may at all times request an immediately payable advance for services performed or to be performed and suspend or end its services if the client does not pay an invoice for advance payment on time.

14.

Exclusively Dutch law governs the legal relationship between Steelman and its clients. Any disputes between Steelman and a client will be exclusively resolved in the first instance by the District Court of Amsterdam, the Netherlands.

15.

Steelman’s complaint procedure (kantoorklachtenregeling) applies to all services provided by Steelman’s attorneys (advocaten). See www.steelman.io