GENERAL TERMS & CONDITIONS

1. Zahedi Legal Consultancy B.V., trading under the name of Advocatenkantoor Zahedi, is a private limited liability company incorporated under the laws of Curaçao and registered in the Commercial Register of the Chamber of Commerce of Curaçao under number 157466, with its registered address at Hydraweg 3, Willemstad, Curaçao (“Advocatenkantoor Zahedi”).

2. Any natural person or legal entity that enters or will enter into a contract for services (in Dutch: overeenkomst van opdracht) or other agreement with Advocatenkantoor Zahedi with a view to the performance of services by Advocatenkantoor Zahedi or a person who otherwise has a legal relationship with Advocatenkantoor Zahedi in respect of that work is hereinafter referred to as a “Client”.

3. All services and other performances provided or to be provided to Clients by Advocatenkantoor Zahedi are hereinafter referred to as “Services”.

4. These general terms and conditions (“Terms”) apply to all Services provided or to be provided to Clients by or on behalf of Advocatenkantoor Zahedi.

5. All engagements to perform Services shall be deemed to have been accepted and are performed exclusively by Advocatenkantoor Zahedi which shall be exclusively responsible for such performance. This also applies if it is the explicit or implicit intention that Services will be performed by a certain person. The directors as well as all those employed by Advocatenkantoor Zahedi shall not be personally bound or liable.

6. Advocatenkantoor Zahedi shall consult with the Client prior to engaging any third party service provider (“Third Party Service Provider”), unless this is practically not possible. In the selection of Third Party Service Providers Advocatenkantoor Zahedi shall act with the greatest care. At the request of the Client, copies of the invoices of the Third Party Service Providers shall be submitted.

7. Advocatenkantoor Zahedi shall not be liable for any failure, fault or shortcoming of Third Party Service Providers. Advocatenkantoor Zahedi has the right to accept any limitations of liability stipulated by Third Party Service Providers whose services have been procured by Advocatenkantoor Zahedi.

8. Any and all liability of Advocatenkantoor Zahedi shall be limited to the amount which in the case concerned is claimable under Advocatenkantoor Zahedi‘s professional liability insurance plus the amount of the excess which in accordance with the terms of the insurance, Advocatenkantoor Zahedi has to bear in the particular case. If and to the extent for any reason whatsoever, no payment is made under the liability insurance, the liability shall be limited to maximally the amount of the claim of the case in question or in any case up to a maximum of ANG 30,000. All rights of claim arising from the alleged liability of Advocatenkantoor Zahedi shall expire in any case one year following the date on which the person who alleges to have these rights became aware or could reasonably be aware of the existence of such rights.

9. The Client shall indemnify and hold Advocatenkantoor Zahedi harmless from and against all actions, claims or demands of third parties – including the actual costs to be incurred by Advocatenkantoor Zahedi in connection therewith – arising from or relating in any way to Services. The foregoing indemnity shall not apply to the extent that such losses, expenses, claims, actions, damages or liabilities to which Advocatenkantoor Zahedi may be subject were caused by the gross negligence, fraud or willful misconduct of Advocatenkantoor Zahedi.

10. Unless otherwise agreed in writing, the fees to be paid by the Client will be calculated on the basis of the number of hours worked multiplied by the applicable hourly rate according to the scale of fees as periodically set by Advocatenkantoor Zahedi. Out of pocket expenses paid by Advocatenkantoor Zahedi on behalf of the Client will be billed separately. All amounts are exclusive of taxes such as turnover tax or value added tax.

11. To the extent possible, Advocatenkantoor Zahedi will charge on a monthly basis. All invoices sent by Advocatenkantoor Zahedi to the Client must be paid within fourteen days from the date of the invoice. Evidence of sending an invoice by mail, courier, fax, e-mail or otherwise according to the administration of Advocatenkantoor Zahedi constitutes the rebuttable presumption of receipt and examination of the invoice on the same day, in case of sending by e-mail or fax, and of receipt and examination not later than one week after sending of the invoice through other means. If the Client does not object to the invoice within a period of four weeks after he can be presumed to have received and examined the invoice, he will be considered to have approved the invoice. In such case, the right to adduce any kind of objection against such invoice will have lapsed (vervallen). Failing timely receipt of payment of an invoice in its bank account notified in its invoice, Advocatenkantoor Zahedi will charge a compound interest on the amount overdue, at a rate of 12% per annum or statutory interest, whichever is higher. In that case, Advocatenkantoor Zahedi shall have the right to suspend or terminate its Services. Advocatenkantoor Zahedi shall not be liable for damages arising as a result of such suspension or termination of Services. In addition, Advocatenkantoor Zahedi shall be entitled to charge collection costs. Internal collection costs shall be charged at an hourly rate equal to the average hourly rate charged in the invoices collected, regardless the seniority or function of the employee concerned. Third party costs will be charged on in full. The interest and collection costs stipulated in these Terms shall be deemed to be part of the salary (salaris) for services performed and still to be performed. As regards the applicable fee rates, interest and collection costs, the agreement between Advocatenkantoor Zahedi and the Client, to which these Terms apply, will therefore also constitute an agreement determining the attorney’s salary (overeenkomst ter vaststelling van het salaris van de advocaat), as contemplated in article 32 of the National Attorneys Ordinance 1959 (Advocatenlandsverordening 1959) and in possible subsequent regulations, pursuant to which an attorney (advocaat) is entitled to conclude such agreements. Advocatenkantoor Zahedi is authorized to (collect and) set off monies received by it on behalf of the Client against outstanding fees, disbursements and outstanding invoices.

12. The legal relationship between Advocatenkantoor Zahedi and the Client is to be governed by the laws applicable in the jurisdiction of the place of residence of the Client if this is in Aruba, Bonaire, St. Maarten, St. Eustatius or Saba. In all other cases, including the case in which Advocatenkantoor Zahedi acts on behalf of various Clients with different places of residence as contemplated hereinabove, Curaçao law applies. Disputes shall be settled exclusively by the competent forum in Curaçao, or, at Advocatenkantoor Zahedi’s sole discretion, the competent forum of Aruba or of the Client’s place of residence.