General Conditions

ART. 1. JURISDICTION

Notwithstanding the general terms and conditions pertaining to the client, these general terms and conditions are applicable to any contracts that have been agreed upon between the client and Business Legal Consultancy, and thereafter to any resulting juristic acts or those juristic acts in connection therewith, legal relationships or juristic consequences, unless an other explicit agreement has been made in writ­ing previous to the realization of the contract. These general terms and conditions are applicable to every contract under the same terms following on from the first contract agreed upon between the parties and thereafter to any resulting juristic acts or those juristic acts in connection therewith, legal relationship or ju­ristic consequences, without the necessity of parties to declare these general terms and conditions applicable at that time.

ART. 2. DEFINITIONS

These general terms end conditions have the following definitions:

client: the principal or, in case of multiple principals who jointly confer a contract, the principals together. In case a client dies then all his rights on and obliga­tions to Business Legal Consultancy will transfer to their heirs under universal succession;

third party (parties): every natural person, corporate entity, institution, or organization, solely or jointly, who is not a party;

Business Legal Consultancy: legal advisor and his company or all of his companies. If the company or companies of legal advisor is or are a part of a Dutch sole proprietorship, private limited liability company or a Dutch public limited liability company, then this legal entity (corporation) will exclusively be the assignee;

contract: the assignment(s) that has been conferred upon Business Legal Consultancy, by means and as stipulated in these general terms and conditions;

party (parties): client and/or Business Legal Consultancy;

in writing: by means of every way of communicating in writing, especially a letter, e-mail and fax.

honorarium: the fee will be based on an hourly rate multiplied with the amount of time spent or a fixed and arranged rate for the contract, increased with the ad­vanced payments (costs), (possible) general office costs, (possible) extra work and, if applicable, turnover tax.

ART. 3. CONTRACT

3.1. An offer of Business Legal Consultancy to enter into a con­tract is without engagement.

3.2. Only with a specific and explicit written power of at­torney can a third party enter into a contract on behalf of or at the expense of Business Legal Consultancy.

ART. 4. EXECUTION OF CONTRACT

4.1. Business Legal Consultancy will exert itself professionally and with care while executing the contract. Business Legal Consultancy will not accept any liability for other than an advisory result intended by the client under contract.

4.2. Client is obligated to inform Business Legal Consultancy of all documents, facts and circumstances that are or could be relevant to the (execution of) the contract. The cli­ent is responsible for the exactness of the documents, facts and circumstances as mentioned in the first sentence van part 2.

4.3.  Business Legal Consultancy is authorized to include third parties for the execution of the contract. Before a third party will be contracted, client will be consulted beforehand if possible. Article 404 of Book 7 of the Dutch Civil Code is not applicable.

4.4. These general terms and conditions are also stipulated for the benefit of all persons who are involved in the execution of the contract.

ART. 5. HONORARIUM AND INVOICES

5.1. Client owes Business Legal Consultancy an honorarium for the execution of the contract.

5.2. At the beginning of the contract client will receive a quote in writing by Business Legal Consultancy as to the honorarium he will be indebted.

5.3. If client and Business Legal Consultancy have agreed upon a fixed and arranged rate for the contract and more work than the normal amount has been performed by Business Legal Consultancy, then Business Legal Consultancy is authorized to charge client extra honorarium for this extra work.

5.4. Business Legal Consultancy is authorized to charge client separately for general office costs for instance the postage costs, copying costs, costs of telephone, fax and electronic communication and preparation of documents, which Business Legal Consultancy will base on a certain percentage of the honorarium.

5.5. Business Legal Consultancy is authorized to change the hono­rarium during the term of the contract, unhindered by the right of client to cancel the current contract at that time.

5.6. If the execution of a contract expands over a period longer than one month, Business Legal Consultancy is authorized to charge the client for services rendered with one or more invoices.

5.7. Business Legal Consultancy is authorized to request an ad­vance payment from client. Business Legal Consultancy shall not owe client an interest over the advance payment. An advance payment will be deducted from the final invoice.

5.8. If a contract is withdrawn or cancelled. Business Legal Consultancy is authorized to charge client an honorarium based on all the work that has been executed.

ART. 6. PAYMENT

6.1. Business Legal Consultancy only accepts payment of honorar­ium in cash up to an amount of one thousand Euro (? 1,000). Payments that exceed the amount of one thou­sand Euro (? 1,000) can only be made by the client by transfer of agreed amount into a Business Legal Consultancy bank account. This payment can only result in an acquaintance of the client once Business Legal Consultancy frank account has received notice of credit.

6.2. Interim invoices from Business Legal Consultancy and those final invoices that are not directly related to the execu­tion of the agreed work must be paid within fourteen days after the date of the invoice. If the terms of pay­ment are breached, client will be by law automatically in default. At that time a delay interest equivalent to the legal interest will be indebted by client.

6.3. If Business Legal Consultancy takes reimbursement measure­ments against client who is in default, then these costs will be at the expense of client with a minimum of ten percent of the non-paid invoices.

6.4. If a contract is granted by two or more principals jointly, then every principal will be held liable far the payment of the total indebted amount.

ART. 7. LIABILITY

7.1. The liability of Business Legal Consultancy towards client for damages arising out of or in connection with any contract (also explicitly including thereafter all result­ing juristic acts or those juristic acts in connection therewith, legal relationships or juristic consequences as mentioned in article 1) is limited to the amount that will result in a claim that can be paid out for that event under the professional liability insurance cover­age as agreed upon between Business Consultancy and the insurance company increased with the amount of the deductible risk of Business Legal Consultancy applicable to this insurance coverage. Business Legal Consultancy will not accept any liability for indirect damages, conse­quential damages or loss of profits.

7.2.  If the professional liability insurance will not cover the damage or no benefits are payable under this insur­ance as mentioned in article 7.1, then the liability of Business Legal Consultancy will be limited to the amount of the value of the contract, or if the value of the contract exceeds an amount of five thousand Euros (? 5,000), to a maximum of five thousand Euros (? 5,000).

7.3. Business Legal Consultancy is not liable for any shortcomings in the activities of a third party as mentioned in article 3.2. Article 407.2 of the Dutch Civil Code is not appli­cable. If the first and/or second sentence of article 7.3 is not applicable, then articles 7.1 and 7.2 are equally applicable to the shortcomings of the third party.

7.4.  The contract will be exclusively executed for the benefit of client. No third parties will have any rights or claims towards Business Legal Consultancy based on the contract or its content. Client will indemnify Business Legal Consultancy against claims of third parties as men­tioned in article 7.4.

ART. 8. COPYRIGHT

The copyright of productions created due to the execution of the contract remains with Business Legal Consultancy.

ART. 9. TRANSFER OF CONTRACT, CLAIMS AND DEBTS

Business Legal Consultancy is authorized to transfer con­tracts, claims and debts or let them be transferred to a    legal entity or a personal partnership, in which Business Legal Consultancy has a direct or indirect interest, alone or with others. Client gives his permission respectively grants his co-operation herewith for the transfer as mentioned in this article.

ART. 10. APPLICABLE LAW AND COMPETENT JUDGE

10.1. Dutch law is applicable to all juristic acts or those juristic acts in connection therewith, legal relation­ships or juristic consequences as mentioned in article 1, and to these general terms and conditions.

10.2. Disputes will be submitted to the exclusive jurisdic­tion of the competent courts in Breda, The Netherlands. No claim for damages can be made, by client or a third party unless litigation is commenced in such a court within one year of discovery thereof.

10.3. These general terms and conditions are available in the Dutch, Russian and in the English language. In the event of a difference between the Dutch, English and Russian version, only the first is binding.