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1. Legallica Legal Advisory VBA is a professional private company operating under limited liability, established at Savaneta 175-T, in Aruba, and registered at the Aruba Chamber of Commerce under number H56654.0.

2. These general terms and conditions apply to your assignment to Legallica Legal Advisory VBA. They also apply to any subsequent assignments, and to modifications or additions to your assignment, even if these general terms and conditions are not referred to again.

3. All assignments are deemed to be given exclusively to Legallica Legal Advisory VBA and not to any person associated with Legallica Legal Advisory VBA. Legallica Legal Advisory’s managing director, the individual lawyers as well as any employees, shall not be considered as performing such work personally, nor can or shall they be personally held liable with respect to such work. Any claim for damages against natural persons, employees or directors of Legallica Legal Advisory VBA is excluded. The application of Article 7:407 paragraph 2 and Article 7:404 of the Civil Code of Aruba is excluded.

4. Legallica Legal Advisory VBA relies on the information provided by the client in the execution of the assignment. The accuracy of this information is the responsibility of the client. The client is required to immediately inform Legallica Legal Advisory VBA about any changed facts and circumstances and/or those that may be relevant for the execution of the assignment.

5. Any liability of Legallica Legal Avdisory VBA is limited to the amount of the fee paid by the client to Legallica Legal Advisory VBA in connection with the assignment that led to the liability. The potential legal claim for damages expires one year after the day the client becomes aware of the possible liability of Legallica Legal Advisory VBA.

6. Legallica Legal Advisory VBA may engage third parties relating to the engagement with the client and shall exercise the necessary due care in its selection of third parties. Legallica Legal Advisory VBA is not liable for any acts and/or omissions of third parties.

7. Without prejudice to the provisions in article 3 of these general terms and conditions, these general conditions, including the limitations of liability, apply not only to Legallica Legal Advisory VBA, but also to all persons involved carrying out engagements for the client and/or who are or may be liable in any way in connection therewith, including persons associated with Legallica Legal Advisory VBA. The client indemnifies Legallica Legal Advisory VBA and all other persons mentioned in the preceding sentence against all third-party claims that arise from or are in any way connected to the engagements from the client and/or the services performed for the client. This indemnification also includes the costs of legal assistance. This provision must be regarded as a third-party beneficiary clause within the meaning of Sections 6:253 up to 6:256 of the Civil Code of Aruba.

8. Except for an explicit and written stipulation to the contrary, fees for the services rendered by Legallica Legal Advisory VBA shall be calculated based on the hourly rates as agreed at the acceptance of an engagement but subject to any later adjustments, which adjustments may also be notified through the specifications of the invoices of Legallica Legal Advisory VBA.

9. Legallica Legal Advisory VBA will charge the client taxes (7% BBO/BAVP/BAZV) at the rate set by the law.

10. If a fixed price has been agreed and additional work needs to be performed, Legallica Legal Advisory VBA will inform the client in writing about the financial consequences of extra work not included in the fixed price.

11. Legallica Legal Advisory VBA has the right to request payment in advance before commencing the engagement of the client. Advanced payments shall be applied against all amounts owed by the client to Legallica Legal Advisory VBA on completion of the engagement.

12. The payment term for invoices from Legallica Legal Advisory VBA is 14 days after the date of the invoice unless stated otherwise on the invoice. If the invoice is not paid within the payment term, we are entitled to charge a default interest in the amount of 1% a month. In case of non-payment, even after a demand for payment, we are entitled to claim all (extra-) judicial collection costs, with a minimum of 15% of the outstanding amount outstanding under the invoices to be collected.

13. The client may terminate the engagement at any time, but only by giving written notice to Legallica Legal Advisory VBA. Legallica Legal Advisory VBA may terminate the engagement by giving the client fourteen days’ prior notice, or immediate written notice if the client does not comply with the terms and conditions of the engagement. If the engagement is terminated, client will owe the fees for the work carried out by Legallica Legal Advisory VBA before the end of the engagement and for any subsequent work that Legallica Legal Advisory VBA may need to do in order to transfer the matter to client or a third party.

14. Legallica Legal Advisory VBA shall maintain the confidentiality of all client information disclosed to Legallica Legal Advisory VBA in the course of providing legal advisory services.

15. The client will not make public the content of agreements, reports, advice, or other (written) expressions of Legallica Legal Advisory VBA. The obligations under this article also remain in force after the termination of the assignment.

16. All relations between the client and Legallica Legal Advisory VBA and all instructions, engagements and agreements for services accepted and agreed upon by Legallica Legal Advisory VBA, including any follow-up engagements and further engagements from clients, are to be construed and governed by the laws of Aruba.

17. Any disputes in connection with or relating to any instructions, engagements and agreements
    for services accepted and agreed upon by Legallica Legal Advisory VBA, including any follow-up engagements and further engagements from clients, shall exclusively be settled before the courts of Aruba. The term dispute shall be deemed to include disputes that relate to the nullity, nullification or existence of any legal act or agreement or are wholly or partially based on non-contractual principles or obligations.

18. In these general terms and conditions, legal concepts applicable in Aruba are expressed in English
    terms and not in their original Aruban terms. The concepts concerned may not always be identical
    to the concepts described by the English terms as such terms may be understood under the laws
    of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be
    deemed to refer only to the Aruban legal concepts as described by the relevant English term.

19. These general terms and conditions have been drawn up in both Dutch and English. In the event
    of a dispute regarding the content or intent of these general conditions, the Dutch version shall be binding.

20. Legallica Legal Advisory VBA reserves the right to modify or supplement these general terms and conditions and shall provide notification of such changes.