General Terms and Conditions

General Terms and Conditions Brackmann 2026

1 Contractor

1.1 Brackmann is the trade name of Brackmann B.V., having its registered office and principal place of business in Rotterdam.

1.2 References to “Firm”, “we”, “us” and “our” shall mean Brackmann B.V.

1.3 References to “you” and “your” shall mean the client/principal or clients/principals designated in the Engagement Letter.

1.4 We use the term “partner” to designate an (indirect) shareholder of Brackmann.

1.5 “Persons affiliated with Brackmann/our Firm” shall mean those persons who are or have been engaged, whether as employees or otherwise, by or on behalf of Brackmann and/or any of its group companies, including (former) partners.

1.6 The present terms and conditions are referred to in this document as the “General Terms and Conditions”.

1.7 The assignment granted by you to Brackmann shall in these General Terms and Conditions be referred to as the “Assignment” or “Sub-assignment”, and the agreement relating thereto as the “Engagement Agreement” or “Engagement Letter”.

2 Applicability

2.1 These General Terms and Conditions (as amended from time to time) form an integral part of the Engagement Letter. The Engagement Letter and these terms exclusively set out all agreements applicable between you and us. The parties may only deviate from these agreements in writing and with proper authority.

2.2 These General Terms and Conditions apply to all services performed by Brackmann B.V. and to every legal relationship directly or indirectly related to such services.

2.3 The applicability of your general terms and conditions is expressly excluded.

2.4 These General Terms and Conditions are available in Dutch, English and German. In the event of any dispute, the Dutch text shall prevail.

2.5 If and to the extent that provisions of these General Terms and Conditions conflict with those of the Engagement Letter, the provisions of the Engagement Letter shall prevail.

2.6 We may amend or replace these General Terms and Conditions at any time. The new or amended General Terms and Conditions shall form part of the Assignment with immediate effect. In such event, you shall have the right to terminate the Assignment with immediate effect. Hours incurred up to that time shall be remunerated on the basis of the terms and conditions applicable up to that moment.

3 Assignment

3.1 The Engagement Letter constitutes a framework agreement. Under this framework agreement, you are entitled to issue (sub-)assignments. All such assignments shall be governed by the terms set out in the Engagement Letter and these General Terms and Conditions, unless the parties agree otherwise in writing. We are not obliged to accept any (sub-)assignment.

3.2 The legal relationship between you and Brackmann B.V. qualifies as an agreement for services (Engagement Agreement).

3.3 Our services shall be performed exclusively for your benefit and for your use, and solely for the intended purposes arising from the (sub-)assignment.

3.4 We retain all intellectual property rights in and to our work. Our work may not be disclosed or provided to third parties without our prior written consent. In the event that our work is shared, we shall be entitled to charge an additional fee.

3.5 We shall use our best efforts to provide you with the highest possible level of service; however, we do not guarantee any specific result.

3.6 The applicability of Sections 7:404 and 7:407(2) of the Dutch Civil Code is expressly excluded.

3.7 The Assignment is exclusively accepted and performed by Brackmann B.V., irrespective of whether the Assignment has been granted with a specific person in mind. The shareholders, their managing directors, and those engaged by Brackmann B.V. (whether as employees or otherwise) shall not be personally bound or liable. The Assignment shall not terminate by reason of their death, legal incapacity or bankruptcy.

3.8 You may request that the Assignment be carried out by a specific person and/or persons (subject to the four-eyes principle), but Brackmann has the right to have the services performed by a person other than the requested employee(s). We are not required to inform you thereof in advance.

3.9 The Assignment shall in no event include advice or legal proceedings relating to matters that do not directly fall within the Firm’s area of expertise, irrespective of whether such matters arise or may arise from the Assignment, unless expressly requested by you and expressly agreed with you in writing. In particular, the Firm does not provide tax advice and/or advice on matters to which (supranational) Dutch law does not apply.

3.10 Brackmann has the right to have the (Sub-)assignment and/or parts thereof performed by a third party on a subcontracting basis. We are not required to inform you thereof.

3.11 We may outsource certain services, such as printing, document production, ICT services and certain standardized legal services, to third parties in the Netherlands or abroad.

4 Instructions and Information

4.1 In order to properly perform the Assignment, your full cooperation is required. As a rule, we communicate in Dutch or English. Communication in German is possible, subject to availability of capacity.

4.2 In connection with the Assignment, we may accept (oral) instructions from any of your employees, directors, officers and/or contractors.

4.3 You shall timely provide us with all documents and information that we may require to perform the Assignment. You warrant that such documents and information are complete, accurate and up to date.

4.4 If, in our opinion, this is necessary, you shall ensure that we have timely and proper access to your employees and shall procure that they provide the cooperation we deem necessary to perform the Assignment.

4.5 Information shared by you with a colleague who is not involved in your Assignment shall not automatically be known to the colleague(s) concerned.

4.6 We draft agreements and other documents (whether in draft form or otherwise) and provide advice as legal advisers and not as expert advisers or experts in any other (technical) field or profession. It remains your responsibility, where applicable, to ensure that necessary expertise from other specialists is obtained. We are under no obligation to advise you to obtain advice from other specialists.

4.7 We shall use our best efforts to treat documents and information received from you during the Assignment as confidential and shall not disclose them to third parties without your consent.

4.8 You agree that we may disclose your confidential information to cooperation partners and to third parties outside our Firm. The latter shall apply if we are obliged to do so pursuant to statutory and/or professional rules or pursuant to a court decision and/or if we may reasonably assume that we are obliged to do so in any way. We may also share such information with our insurers.

5 Fees

5.1 You shall owe fees for the services performed by us. Such fees shall be calculated on the basis of the number of hours spent (including travel time), multiplied by the applicable hourly rates. We may agree otherwise in writing.

5.2 We aim to make clear arrangements regarding the services to be provided and the time involved. The urgency or nature of the services may entail that this cannot always be clarified prior to commencement of our work. In such case, you shall nevertheless owe the agreed fee.

5.3 Our hourly rates are set out in the Engagement Letter and may be adjusted at any time.

5.4 Our work within the scope of the Assignment is subject to the four-eyes principle. The time involved shall be charged.

5.5 In addition to the fee, you shall reimburse Brackmann B.V. for third-party costs, such as bailiffs, couriers and/or printing services. These costs shall be charged to you at cost price.

5.6 The costs of subcontracted lawyers shall be charged on the basis of our regular rates, appropriate to the level of experience of the lawyer concerned.

5.7 When travelling by public transport, we travel first class; when travelling by air, we travel business class, and the costs thereof shall be borne by you. For travel by car, we charge EUR 0.45 per kilometre (in addition to the time spent).

5.8 Invoices issued by Brackmann B.V. must be paid within fourteen (14) days after the invoice date.

5.9 In the absence of timely payment, Brackmann B.V. shall be entitled to charge the statutory commercial interest on the outstanding amount as from the fifteenth (15th) day after the invoice date. After 14 days, we may charge administrative costs of EUR 500 excluding VAT or an amount equal to 10% of the invoice amount (excluding VAT), if that amount exceeds EUR 500 excluding VAT. All collection costs, including the full legal and attorney’s fees, shall be borne by you.

5.10 All amounts due shall be increased by the VAT payable thereon.

6 Conflict of Interest

6.1 We shall assess whether we can accept the Assignment, taking into account applicable statutory and professional rules.

6.2 In the event of a conflict of interest pursuant to our professional rules, we shall not accept the Assignment or shall discontinue it. Time already spent shall in such case also be charged to you.

6.3 You agree that we may act for any other party, including your commercial competitors, even if the interests of such other party conflict or may conflict with yours.

6.4 Should such a situation arise, we shall take measures to ensure that information relating to the Assignment is not shared with lawyers acting for the other party concerned. We shall, of course, observe our professional rules in applying this provision.

6.5 If, during the Assignment, conflicting interests arise or threaten to arise, we may terminate the Assignment and/or (Sub-)assignment on that ground. You agree that in such case we shall be entitled to continue to act for one or more other clients involved, insofar as permitted by our professional rules. We shall not be liable to you in any way for any costs or damage arising from termination of the Assignment on this ground. Time already spent shall in such case also be charged to you.

7 Preliminary Investigation and AML Act

7.1 Prior to accepting the Assignment, we are required to establish your identity and that of the party who may pay your invoices (if this is a different party). In that context, we may request supporting documents, such as identification. We may refuse or terminate the Assignment if we cannot sufficiently establish your identity.

7.2 We inform you that we may be obliged to report any knowledge or suspicion of criminal activities or involvement in money laundering, property obtained through criminal conduct, or terrorist financing by you, another client or a third party to the relevant authorities, and to make such report without your consent and without informing you. In certain cases, we may also be obliged to terminate or suspend the Assignment without being permitted to provide you with an explanation.

7.3 We may charge the activities performed under Articles 7.1 and 7.2 on the basis of the fee stated in the Engagement Letter, even if we ultimately cannot accept or must terminate the Assignment.

7.4 We are obliged to report an unusual transaction to the authorities without being permitted to inform you thereof. In this context, we may also suspend our services. We shall not breach our duty of confidentiality by making such report, even if it subsequently appears to have been unjustified.

8 Liability and Indemnity

8.1 Any liability of Brackmann B.V. for services performed or to be performed by Brackmann B.V. or otherwise relating to an Assignment granted to Brackmann B.V. shall be limited to the amount payable in the relevant case under the professional liability insurance policy or policies concluded by Brackmann B.V. A copy of the policy may be inspected at the office of Brackmann B.V. upon request. The maximum insured amount is stated in the Engagement Letter.

8.2 If and insofar as, for any reason whatsoever, no payment is made under the insurance referred to in Article 8.1, any liability of Brackmann B.V. shall in total be limited to the amount invoiced by Brackmann to you for the services in connection with which the damage arose during the twelve (12) months preceding the claim, or to be invoiced for such services, with a maximum of EUR 25,000 (twenty-five thousand euros).

8.3 The limitation of liability set out in Articles 8.1 and 8.2 shall not apply in the event of intent or deliberate recklessness on the part of Brackmann B.V.

8.4 Any claim for damages, on whatever legal basis, shall lapse in all cases if it has not been brought before the competent court in substantive proceedings within one year after it could reasonably have been discovered by you. This shall also apply if you claim damages on the basis of a right acquired from another party.

8.5 The limitation of liability contained in this Article shall also apply if the damage is caused by (defects in) equipment, software, registers, internet connections and/or other items or information sources of third parties used in the performance of the Assignment.

8.6 You shall indemnify Brackmann B.V. against all third-party claims, including reasonable legal costs, in any way related to or arising from the services performed or to be performed for you, except in the event of intent or gross negligence on the part of Brackmann B.V.

8.7 Any liability of Brackmann B.V. for errors or shortcomings of third parties is excluded.

8.8 We are entitled to accept, on your behalf, any limitation of liability stipulated by such third party.

8.9 In this Article, “Damage” shall mean all damage of whatever nature and on whatever legal basis claimed, including the total of all losses, damages and costs suffered or to be suffered, directly or indirectly, in connection with the Assignment, including as a result of breach of contract, negligence, errors, default and any other act or omission of the Firm or any of its partners, employees, staff members, advisers or one or more third parties engaged by us.

8.10 Notwithstanding the other provisions of these General Terms and Conditions, if you suffer Damage for which we are jointly and severally liable together with any third party or parties, the extent to which such Damage may be recovered from us shall be limited to the proportion of our contribution to the overall fault for such Damage as agreed between all parties, or, in the absence of agreement, as finally determined by the competent court referred to below.

8.11 Our liability shall not be adversely affected by any limitation of liability agreed between you and any other party, and we shall not be liable to you for any amount exceeding our actual share in the (joint and several) liability for which we have no right of recourse against any other party as a result of your agreement with that party.

8.12 Any obligation owed by us to you shall be exclusively an obligation of Brackmann B.V. If a person affiliated with our Firm acts for you in connection with the Assignment or in judicial, arbitral or other formal proceedings, he or she shall do so exclusively as a representative of Brackmann B.V.

8.13 None of the partners or any other person affiliated with Brackmann is or shall be personally liable to you for the performance of the Assignment or for any damage arising out of or in connection with the Assignment, irrespective of whether such claim for performance or damages is based on contract or any other legal ground. You waive all rights of action, except insofar as mandatory law imposes such personal liability.

8.14 Any claim against us for damages, regardless of its legal basis, is not assignable. This provision shall have proprietary effect.

8.15 All persons affiliated with our Firm involved in a matter for which you have granted a (Sub-)assignment may invoke the provisions of these General Terms and Conditions. The Stichting Beheer Derdengelden of our Firm may also invoke these General Terms and Conditions.

9 File Management and Data Security

9.1 We work digitally. This means, inter alia, that we maintain exclusively digital files and accept documents only in commonly used digital file formats.

9.2 As a rule, we use Office 365 applications, LegalSense for time registration and SharePoint (Epona) for storage of our files and other data. We are not required to notify you if we choose to use other applications in the future. We do not exclude that data may be stored in a data centre outside the EU and may therefore be subject to legislation and regulations outside the EU.

9.3 In safeguarding data of you and third parties, Brackmann B.V. shall exercise the care that may reasonably be expected under the circumstances. Brackmann B.V. shall not be liable for loss of data or damage resulting from unauthorized access, irrespective of whether such loss and/or damage results from the transmission of such data.

9.4 In performing our services for you, we may use AI platforms such as CoPilot, unless agreed otherwise in writing.

10 Termination

10.1 You may terminate the Assignment at any time with immediate effect by written notice. In such case, you must immediately pay all invoices, outstanding hours and unpaid costs.

10.2 Other than in the cases described above, we may at any time decide to terminate the Assignment and to cease acting for you, provided this is not contrary to our professional rules.

10.3 Regardless of whether termination is effected by you or by us, we shall be entitled to suspend the release of your documents in our possession in connection with the Assignment and the performance of other assignments until all fees and disbursements relating to the Assignment owed to us have been paid, insofar as this is not contrary to our professional rules.

11 Miscellaneous

11.1 Each article and paragraph of these General Terms and Conditions shall be interpreted and performed independently of one another.

11.2 These General Terms and Conditions shall be interpreted in the light of applicable laws and regulations, in particular the professional rules to which we are subject.

11.3 If any article or paragraph of these General Terms and Conditions or any provision in the Engagement Letter is declared null, invalid or otherwise unenforceable, the remaining provisions shall remain in full force and effect.

11.4 The legal relationship between Brackmann B.V. and you or any third party shall be governed by and subject to Dutch law, excluding the Vienna Sales Convention (CISG).

11.5 The courts of Rotterdam shall have exclusive jurisdiction to hear disputes arising out of or in connection with this legal relationship and the services performed by or entrusted to Brackmann B.V.

11.6 Brackmann B.V. has a complaints procedure. Any complaint may be submitted to the management of Brackmann B.V. via [email protected].

11.7 The Stichting Beheer Derdengelden Brackmann affiliated with Brackmann is authorized (but not obliged) to hold third-party funds in connection with the performance of an Assignment.

11.8 You shall indemnify Brackmann and the persons affiliated with Brackmann against all claims arising out of or in connection with the possible insolvency or non-performance of the obligations of the bank or financial institution with which third-party funds are deposited.

These new General Terms and Conditions replace our previous General Terms and Conditions and shall apply to all our services as of 1 February 2026. The previous General Terms and Conditions shall apply to all our services up to 1 February 2026, unless the new General Terms and Conditions have already been agreed with you. The previous General Terms and Conditions can be found here.